Digital Media Solutions (DMSLQ) 10-Q 9 Nov 18 2018 Q3 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	9 Months Ended
	Sep. 30, 2018	Nov. 09, 2018
Document Information [Line Items]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Sep. 30, 2018
Document Fiscal Year Focus	2,018
Document Fiscal Period Focus	Q3
Trading Symbol	ck0001725134
Entity Registrant Name	Leo Holdings Corp.
Entity Central Index Key	1,725,134
Current Fiscal Year End Date	--12-31
Entity Filer Category	Non-accelerated Filer
Smaller reporting company	false
Emerging Growth Company	true
Entity Extended Transition Period	false
Class A Ordinary Shares [Member]
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		20,000,000
Class B Ordinary Shares [Member]
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		5,000,000

Condensed Balance Sheets

Condensed Balance Sheets - USD ($)		Sep. 30, 2018	Dec. 31, 2017
Current assets:
Cash		$ 592,706	$ 112,681
Prepaid expenses		196,061
Total current assets		788,767	112,681
Cash and cash equivalents held in Trust Account		202,038,728
Deferred offering costs associated with initial public offering			276,511
Total assets		202,827,495	389,192
Current liabilities:
Accrued expenses			214,261
Accrued expenses-related party		75,000
Accounts payable		10,453	3,750
Notes payable-related parties			155,000
Total current liabilities		85,453	373,011
Deferred underwriting commissions		7,000,000
Total liabilities		7,085,453	373,011
Commitments
Shareholders' Equity:
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding
Additional paid-in capital		3,337,181	24,425
Retained earnings (accumulated deficit)		1,662,228	(8,819)
Total shareholders' equity		5,000,002	16,181
Total Liabilities and Shareholders' Equity		202,827,495	389,192
Class A Ordinary Shares [Member]
Current liabilities:
Class A ordinary shares, $0.0001 par value; 19,074,204 and 0 shares subject to possible redemption as of September 30, 2018 and December 31, 2017, respectively		190,742,040
Shareholders' Equity:
Ordinary shares		93
Class B Ordinary Shares [Member]
Shareholders' Equity:
Ordinary shares	[1],[2]	$ 500	$ 575
[1]	Share amounts as of December 31, 2017 includes up to 750,000 Class B ordinary shares that were subject to forfeiture if the over-allotment option was not exercised in full or in part by the underwriter. On March 29, 2018, the over-allotment option expired, and 750,000 Class B ordinary shares were forfeited.
[2]	The share amounts have been retroactively restated to reflect the surrender of 2,875,000 shares from the Sponsor in February 2018 (see Note 4).

Condensed Balance Sheets (Paren

Condensed Balance Sheets (Parenthetical) - $ / shares	Sep. 30, 2018	Mar. 29, 2018	Feb. 28, 2018	Dec. 31, 2017
Preference shares, par value	$ 0.0001			$ 0.0001
Preference shares, shares authorized	1,000,000			1,000,000
Preference shares, shares issued	0			0
Preference shares, shares outstanding	0			0
Class A Ordinary Shares [Member]
Ordinary shares subject to possible redemption, par value	$ 0.0001			$ 0.0001
Ordinary shares subject to possible redemption, shares	19,074,204			0
Ordinary shares, par value	$ 0.0001			$ 0.0001
Ordinary shares, shares authorized	200,000,000			200,000,000
Ordinary shares, shares issued	925,796			0
Ordinary shares, shares outstanding	925,796			0
Class B Ordinary Shares [Member]
Ordinary shares, par value	$ 0.0001			$ 0.0001
Ordinary shares, shares authorized	20,000,000			20,000,000
Ordinary shares, shares issued	5,000,000		5,750,000	5,750,000
Ordinary shares, shares outstanding	5,000,000			5,750,000
Maximum number of founder shares agreed to forfeit by sponsor			0	750,000
Founder shares forfeited by sponsor		750,000	0
Repurchase of shares surrendered by sponsor		0	2,875,000

Condensed Statements of Operati

Condensed Statements of Operations - USD ($)		3 Months Ended	9 Months Ended
		Sep. 30, 2018	Sep. 30, 2018
General and administrative expenses		$ 103,045	$ 370,437
Loss from operations		(103,045)	(370,437)
Interest income		912,828	2,041,484
Net income		$ 809,783	$ 1,671,047
Class A Ordinary Shares [Member]
Weighted average shares outstanding		20,000,000	20,000,000
Basic and diluted net income (loss) per share		$ 0.04	$ 0.08
Class B Ordinary Shares [Member]
Weighted average shares outstanding	[1]	5,000,000	5,000,000
Basic and diluted net income (loss) per share		$ 0	$ 0
[1]	The share amounts for the nine months ended September 30, 2018 have been retroactively restated to reflect the surrender of 2,875,000 shares from the Sponsor in February 2018 (see Note 4).

Condensed Statements of Opera_2

Condensed Statements of Operations (Parenthetical) - shares	Mar. 29, 2018	Feb. 28, 2018
Class B Ordinary Shares [Member]
Repurchase of shares surrendered by sponsor	0	2,875,000

Condensed Statement of Cash Flo

Condensed Statement of Cash Flows	9 Months Ended
	Sep. 30, 2018USD ($)
Cash Flows from Operating Activities:
Net income	$ 1,671,047
Adjustments to reconcile net income to net cash used in operating activities:
Interest income held in Trust Account	(2,038,728)
Changes in operating assets and liabilities:
Prepaid expenses	(196,061)
Accounts payable	6,703
Accrued expenses	(214,261)
Accrued expenses-related party	75,000
Net cash used in operating activities	(696,300)
Cash Flows from Investing Activities
Proceeds deposited in Trust Account	(200,000,000)
Net cash used in investing activities	(200,000,000)
Cash Flows from Financing Activities:
Funds borrowed from related parties	170,000
Repayment of loans to related parties	(325,000)
Proceeds received from initial public offering, net of offering costs	195,331,325
Proceeds received from private placement	6,000,000
Net cash provided by financing activities	201,176,325
Net increase in cash	480,025
Cash-beginning of the period	112,681
Cash-end of the period	592,706
Supplemental disclosure of noncash investing and financing activities:
Deferred underwriting commissions charged to equity in connection with the initial public offering	7,000,000
Deferred offering costs charged to equity upon completion of the initial public offering	276,511
Class A Ordinary Shares [Member]
Supplemental disclosure of noncash investing and financing activities:
Change in value of Class A ordinary shares subject to possible redemption	$ 190,742,040

Description of Organization and

Description of Organization and Business Operations	9 Months Ended
	Sep. 30, 2018
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Description of Organization and Business Operations	Note 1. Description of Organization and Business Operations Leo Holdings Corp. (the “Company”) is an organized blank check company incorporated in the Cayman Islands on November 29, 2017. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). Although the Company is not limited to a particular industry or sector for purposes of consummating a Business Combination, the Company intends to focus its search on companies in the consumer sector. The Company is an emerging growth company and, as such, the Company is subject to all of the risks associated with emerging growth companies. As of September 30, 2018, the Company had not commenced any operations. All activity for the period from November 29, 2017 (inception) through September 30, 2018 relates to the Company’s formation, the Initial Public Offering (as defined below), and since the closing of the offering, the search for a prospective initial Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating income in The Company’s sponsor is Leo Investors Limited Partnership, a Cayman Island exempted limited partnership (the “Sponsor”). The registration statement for the Company’s Initial Public Offering was declared effective on February 12, 2018. On February 15, 2018, the Company consummated its initial public offering (the “Initial Public Offering”) of 20,000,000 units (each, a “Unit” and collectively, the “Units”) sold to the public at a price of $10.00 per Unit, generating gross proceeds of $200.0 million, and incurring offering costs of approximately $11.9 million, inclusive of $7.0 million in deferred underwriting commissions (Note 5). The underwriter was granted a 45-day option from the date Simultaneously with the closing of the Initial Public Offering, the Company consummated the private placement (the “Private Placement”) of 4,000,000 warrants (each, a “Private Placement Warrant” and collectively, the “Private Placement Warrants”) at a price of $1.50 per Private Placement Warrant to the Sponsor, and generating gross proceeds of $6 million (Note 4). Upon the closing of the Initial Public Offering and Private Placement, $200.0 million ($10.00 per Unit) of the net proceeds of the sale of the Units in the Initial Public Offering and certain of the proceeds of the Private Placement were placed in a trust account (the “Trust Account”), located in the United States at J.P. Morgan Chase Bank, N.A., with Continental Stock Transfer & Trust Company acting as trustee, and invested only in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 180 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of paragraphs (d)(2), (d)(3) and (d)(4) of Rule 2a-7 of the Investment Company The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete one or more initial Business Combinations having 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. However, the Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. The Company will provide holders of its outstanding Class A ordinary shares, par value $0.0001 (“Class A ordinary shares”), sold in the Initial Public Offering (the “public shareholders”) with the opportunity to redeem all or a portion of their Public Shares (as defined below in Note 3) upon the completion of a Business Combination either (i) in connection with a shareholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The public shareholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially at $10.00 per Public Share). The per-share amount to be distributed Distinguishing Liabilities from Equity Notwithstanding the foregoing, 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 shares with respect to more than an aggregate of 15% or more of the Class A ordinary shares sold in the Initial Public Offering, without the prior consent of the Company. The Sponsor and the Company’s directors and executive officers agreed not to propose an amendment to the Company’s amended and restated memorandum and articles of association that would affect the substance or timing of the Company’s obligation to redeem 100% of its Public Shares if the Company does not complete a Business Combination, unless the Company provides the public shareholders with the opportunity to redeem their Class A ordinary shares in conjunction with any such amendment. If the Company is unable to complete a Business Combination within 24 months from the closing of the Initial Public Offering (the “Combination Period”), the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, The Sponsor and the Company’s officers and directors agreed to waive their liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Sponsor or the Company’s officers and directors acquire Public Shares in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within the Combination Period. The underwriter of the Initial Public Offering has agreed to waive its rights to its deferred underwriting commission (see Note 5) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, the deferred underwriting commission will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be only $10.00 per share initially held in the Trust Account. In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account. This liability will not apply with respect to any claims by a third party who executed a waiver of any right, title, interest or claim of any kind in or to any monies held in the Trust Account or to any claims under the Company’s indemnity of the underwriter of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers, prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Liquidity As of September 30, 2018, the Company had approximately $593,000 in its operating bank account, approximately $2.0 million of interest income available in the Trust Account to pay for taxes, and working capital of approximately $703,000. Through September 30, 2018, the Company’s liquidity needs have been satisfied through receipt of a $25,000 capital contribution from the Sponsor in exchange for the issuance of the Founder Shares (Note 4) to the Sponsor, $325,000 in loans from the Sponsor, and the net proceeds from the consummation of the Private Placement not held in the Trust Account. The Company fully repaid the loans from the Sponsor on February 20, 2018. Based on the foregoing, management believes that the Company will have sufficient working capital and borrowing capacity to meet the Company’s needs through the earlier of the consummation of a Business Combination or one year from this filing. Over this time period, the Company will be using these funds for paying existing accounts payable, identifying and evaluating prospective initial Business Combination candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating the Business Combination.

Summary of Significant Accounti

Summary of Significant Accounting Policies	9 Months Ended
	Sep. 30, 2018
Accounting Policies [Abstract]
Summary of Significant Accounting Policies	Note 2—Summary of Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the SEC. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP. In the opinion of management, the unaudited condensed financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the periods presented. Operating results for the three and nine months ended September 30, 2018 are not necessarily indicative of the results that may be expected for the year ended December 31, 2018, or any future period. These unaudited condensed financial statements should be read in conjunction with the audited financial statements contained in the Company’s final prospectus relating to the Initial Public Offering and its Current Report on Form 8-K filed with Emerging Growth Company Section 102(b)(1) of the Jumpstart Our Business Startups Act of 2012 (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 an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies This may make comparison of the Company’s financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Cash and Cash Equivalents The Company considers all highly liquid investments with an original maturity of three months or less when acquired to be cash equivalents. Net Income Per Ordinary Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “ Earnings Per Share The Company’s statement of operations includes a presentation of income per share for ordinary shares subject to redemption in a manner similar to the two-class method Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. At September 30, 2018, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC Topic 820, “ Fair Value Measurements and Disclosures Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: • Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets; • Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and • Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. ASC Topic 820, Fair Value Measurement and Disclosures Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. Offering Costs Offering costs consist of legal, accounting, underwriting fees and other costs that were directly related to the Initial Public Offering totaled approximately $11.9 million, inclusive of $7.0 million in deferred underwriting commissions, and were charged to shareholders’ equity upon the completion of the Initial Public Offering. Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in FASB ASC Topic 480 “ Distinguishing Liabilities from Equity 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 to be The Company may be subject to potential examination by U.S. federal, U.S. state or foreign taxing authorities in the area of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with 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. Recent Accounting Pronouncements In August 2018, the SEC adopted the final rule under SEC Release No. 33-10532, 10-Q The Company’s management does not believe that there are any other 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	9 Months Ended
	Sep. 30, 2018
Text Block [Abstract]
Initial Public Offering	Note 3—Initial Public Offering On February 15, 2018, the Company sold 20,000,000 Units at a price of $10.00 per Unit in the Initial Public Offering. Each Unit consists of one Class A ordinary share (such Class A ordinary shares included in the Units being offered, the “Public Shares”), and one-half of one redeemable warrant

Related Party Transactions

Related Party Transactions	9 Months Ended
	Sep. 30, 2018
Related Party Transactions [Abstract]
Related Party Transactions	Note 4—Related Party Transactions Founder Shares On December 8, 2017, the Sponsor purchased 8,625,000 shares (the “Founder Shares”) of the Company’s Class B ordinary shares, par value $0.0001 (the “Class B ordinary shares”), for an aggregate price of $25,000. In February 2018, the Sponsor effected a surrender of 2,875,000 Founder Shares to the Company for no consideration, resulting in a decrease in the total number of Founder Shares from 8,625,000 to 5,750,000. The Founder Shares will 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 Note 6. The Sponsor had agreed to forfeit up to 750,000 Founder Shares to the extent that the over-allotment option was not exercised in full by the underwriter. On March 29, 2018, the over-allotment option expired and an aggregate of 750,000 shares were subsequently forfeited by the Sponsor. The Sponsor and the Company’s officers and directors have agreed, subject to limited exceptions, not to transfer, assign or sell any of their Founder Shares until the earlier to occur of: (A) one year after the completion of the initial Business Combination or (B) subsequent to the initial Business Combination, (x) if the last sale price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at Private Placement Warrants Concurrently with the closing of the Initial Public Offering, the Sponsor purchased 4,000,000 Private Placement Warrants at $1.50 per Private Placement Warrant, and generating gross proceeds of $6.0 million in the Private Placement. Each Private Placement Warrant is exercisable for one Class A ordinary share at a price of $11.50 per share. A portion of the proceeds from the sale of the Private Placement Warrants were added to the proceeds from the Initial Public Offering and deposited in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the Private Placement Warrants will expire worthless. The Private Placement Warrants will be non-redeemable and exercisable on The Sponsor and the Company’s officers and directors 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. Related Party Loans The Sponsor and its affiliate had loaned the Company an aggregate of $300,000 to cover expenses related to the Initial Public Offering pursuant to a promissory note. This loan was non-interest bearing and became payable In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (the “Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of the proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $1.5 million of such Working Capital Loans may be convertible into warrants of the post Business Combination entity at a price of $1.50 per warrant. The warrants would be identical to the Private Placement Warrants. As of September 30, 2018 and December 31, 2017, no Working Capital Loans were outstanding. Administrative Support Agreement The Company has agreed, commencing on the effective date of the Initial Public Offering through the earlier of the Company’s consummation of a Business Combination and its liquidation, to pay the Sponsor a total of $10,000 per month for office space, utilities and secretarial and administrative support. The Company recorded an aggregate of $30,000 and $75,000 in expenses in connection with such agreement on the accompanying Statement of Operations for the three and nine months ended September 30, 2018, respectively. As of September 30, 2018, an aggregate of $75,000 in connection with such services was accrued on the accompanying condensed Balance Sheet.

Commitments & Contingencies

Commitments & Contingencies	9 Months Ended
	Sep. 30, 2018
Commitments and Contingencies Disclosure [Abstract]
Commitments & Contingencies	Note 5—Commitments & Contingencies 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 and shareholder rights agreement. These holders will be entitled to certain demand and “piggyback” registration rights. However, the registration and shareholder rights agreement provides that the Company will not permit any registration statement filed under the Securities Act to become effective until the termination of the applicable lock-up period for the securities Underwriting Agreement The Company granted the underwriter a 45-day option from the date The underwriter was entitled to an underwriting discount of $0.20 per Unit, or $4.0 million in the aggregate, paid upon the closing of the Initial Public Offering. In addition, $0.35 per Unit, or $7.0 million in the aggregate, will be payable to the underwriter for deferred underwriting commissions. The deferred underwriting commissions will become payable to the underwriter from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement.

Shareholders' Equity

Shareholders' Equity	9 Months Ended
	Sep. 30, 2018
Federal Home Loan Banks [Abstract]
Shareholders' Equity	Note 6—Shareholders’ Equity Ordinary Shares Class A Ordinary Shares Class B Ordinary Shares Holders of Class A ordinary shares and Class B ordinary shares vote together as a single class on all matters submitted to a vote of shareholders except as required by law. The Class B ordinary shares will automatically convert into Class A ordinary shares at the time of the initial Business Combination at a ratio such that the number of Class A ordinary shares issuable upon conversion of all Class B ordinary shares will equal, in the aggregate, on an as-converted basis, 20% of the Preference Shares Warrants The Private Placement Warrants are identical to the Public Warrants included in the Units sold in the Initial Public Offering, 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 a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be non-redeemable so long as they The Company may call the Public Warrants for redemption: • 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 day period ending If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as 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 issuances 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 a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless.

Fair Value Measurements

Fair Value Measurements	9 Months Ended
	Sep. 30, 2018
Fair Value Disclosures [Abstract]
Fair Value Measurements	Note 7. Fair Value Measurements The following table presents information about the Company’s assets that are measured on a recurring basis as of September 30, 2018 and indicates the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value. Description Quoted Prices in Active Markets (Level 1) Significant Other Observable Inputs (Level 2) Significant Other Unobservable Inputs (Level 3) Cash equivalents held in Trust Account $ 202,038,728 $ 0 $ 0

Subsequent Events

Subsequent Events	9 Months Ended
	Sep. 30, 2018
Subsequent Events [Abstract]
Subsequent Events	Note 8—Subsequent Events On October 3, 2018, the Company received notice from the New York Stock Exchange (the “NYSE”) that it was not currently in compliance with the requirement of Section 802.01B of the New York Stock Exchange Listed Company Manual (the “Manual”) that the Company’s Class A ordinary shares be held by a minimum of 300 public shareholders. Pursuant to such notice, the Company is subject to the procedures set forth in Sections 801 and 802 of the Manual and must submit a business plan that demonstrates how the Company expects to return to compliance with the minimum public shareholders requirement within 18 months of receipt of the notice. The Company anticipates that it will satisfy this listing requirement within such time period once it locates a target business with which to consummate an initial business combination. The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were available to be issued. Based upon this review, the Company did not identify any other subsequent events that would have required adjustment or disclosure in the financial statements.

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Policies)	9 Months Ended
	Sep. 30, 2018
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The accompanying unaudited condensed financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the SEC. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP. In the opinion of management, the unaudited condensed financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the periods presented. Operating results for the three and nine months ended September 30, 2018 are not necessarily indicative of the results that may be expected for the year ended December 31, 2018, or any future period. These unaudited condensed financial statements should be read in conjunction with the audited financial statements contained in the Company’s final prospectus relating to the Initial Public Offering and its Current Report on Form 8-K filed with
Emerging Growth Company	Emerging Growth Company Section 102(b)(1) of the Jumpstart Our Business Startups Act of 2012 (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 an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies This may make comparison of the Company’s financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.
Cash and Cash Equivalents	Cash and Cash Equivalents The Company considers all highly liquid investments with an original maturity of three months or less when acquired to be cash equivalents.
Net Income Per Ordinary Share	Net Income Per Ordinary Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “ Earnings Per Share The Company’s statement of operations includes a presentation of income per share for ordinary shares subject to redemption in a manner similar to the two-class method
Concentration of Credit Risk	Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. At September 30, 2018, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts.
Financial Instruments	Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC Topic 820, “ Fair Value Measurements and Disclosures
Fair Value Measurements	Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: • Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets; • Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and • Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. ASC Topic 820, Fair Value Measurement and Disclosures
Use of Estimates	Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates.
Offering Costs	Offering Costs Offering costs consist of legal, accounting, underwriting fees and other costs that were directly related to the Initial Public Offering totaled approximately $11.9 million, inclusive of $7.0 million in deferred underwriting commissions, and were charged to shareholders’ equity upon the completion of the Initial Public Offering.
Class A Ordinary Shares Subject to Possible Redemption	Class A Ordinary Shares Subject to Possible Redemption The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in FASB ASC Topic 480 “ Distinguishing Liabilities from Equity
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 to be The Company may be subject to potential examination by U.S. federal, U.S. state or foreign taxing authorities in the area of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with 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.
Recent Accounting Pronouncements	Recent Accounting Pronouncements In August 2018, the SEC adopted the final rule under SEC Release No. 33-10532, 10-Q The Company’s management does not believe that there are any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements.

Fair Value Measurements (Tables

Fair Value Measurements (Tables)	9 Months Ended
	Sep. 30, 2018
Fair Value Disclosures [Abstract]
Summary of Information about Company's Assets Measured on Recurring Basis	The following table presents information about the Company’s assets that are measured on a recurring basis as of September 30, 2018 and indicates the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value. Description Quoted Prices in Active Markets (Level 1) Significant Other Observable Inputs (Level 2) Significant Other Unobservable Inputs (Level 3) Cash equivalents held in Trust Account $ 202,038,728 $ 0 $ 0

Description of Organization a_2

Description of Organization and Business Operations - Additional Information (Detail) - USD ($)	Feb. 15, 2018	Sep. 30, 2018	Dec. 31, 2017
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items]
Date of incorporation		Nov. 29, 2017
Gross proceeds from initial public offering	$ 200,000,000	$ 195,331,325
Proceeds from sale of private placement units	$ 6,000,000	$ 6,000,000
Sale of stock price per unit	$ 10
Minimum percentage of fair market value of business acquisition to trust account balance	80.00%
Minimum ownership percentage to be acquired for not to be registered as an investment company	50.00%
Net tangible assets	$ 5,000,001
Shares redemption obligation percentage		100.00%
Business combination and initial public offering completion period description		If the Company is unable to complete a Business Combination within 24 months from the closing of the Initial Public Offering (the “Combination Period”), the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its income taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining shareholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law.
Period for business combination from closing of Initial Public Offering		24 months
Interest to pay dissolution expenses		$ 100,000
Share redemption price per share		$ 10
Amount available in operating bank account		$ 593,000
Interest available		2,000,000
Working capital		703,000
Sponsor [Member]
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items]
Proceeds from sale of private placement units		6,000,000
Receipt from capital contribution		25,000
Loans from sponsor		$ 325,000
Loan repayment date		Feb. 20, 2018
Class A Ordinary Shares [Member]
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items]
Ordinary shares, par value	$ 0.0001	$ 0.0001	$ 0.0001
IPO [Member]
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items]
Sale of units in initial public offering	20,000,000
Sale of stock price per unit	$ 10
Offering costs	$ 11,900,000	$ 11,900,000
Deferred underwriting commissions	$ 7,000,000	$ 7,000,000
IPO [Member] | Class A Ordinary Shares [Member]
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items]
Sale of stock price per unit	$ 10
IPO [Member] | Class A Ordinary Shares [Member] | Maximum [Member]
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items]
Shares redemption percentage		15.00%
Over-Allotment Option [Member]
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items]
Sale of stock price per unit	$ 10	$ 10
Underwriters option granted, period	45 days
Number of additional units purchased by underwriters	3,000,000
Private Placement [Member]
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items]
Sale of units in initial public offering	4,000,000
Sale of stock price per unit	$ 1.50
Initial Public Offering and Private Placement [Member]
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items]
Gross proceeds from initial public offering	$ 200,000,000
Sale of stock price per unit	$ 10

Summary of Significant Accoun_3

Summary of Significant Accounting Policies - Additional Information (Detail) - USD ($)	Feb. 15, 2018	Sep. 30, 2018	Dec. 31, 2017
Accounting Policies [Line Items]
Federal depository insurance coverage		$ 250,000
Unrecognized tax benefits		0	$ 0
Amounts accrued for interest or penalties		0	$ 0
Income tax value recorded		0
IPO [Member]
Accounting Policies [Line Items]
Offering costs	$ 11,900,000	11,900,000
Deferred underwriting commissions	$ 7,000,000	$ 7,000,000
Class A Ordinary Shares [Member]
Accounting Policies [Line Items]
Diluted securities for net income per share calculation		14,000,000
Number of shares of ordinary shares subject to possible redemption		19,074,204

Initial Public Offering - Addit

Initial Public Offering - Additional Information (Detail)	Feb. 15, 2018$ / sharesshares
Subsidiary, Sale of Stock [Line Items]
Unit price per share | $ / shares	$ 10
IPO [Member]
Subsidiary, Sale of Stock [Line Items]
Sale of units, shares	20,000,000
Number of warrants included in each unit	0.5
IPO [Member] | Class A Ordinary Shares [Member]
Subsidiary, Sale of Stock [Line Items]
Unit price per share | $ / shares	$ 10
Number of shares of common stock converted from each warrant (in shares)	1
Warrant exercise price | $ / shares	$ 11.50
IPO [Member] | Public Warrants [Member]
Subsidiary, Sale of Stock [Line Items]
Number of common shares included in each unit	1

Related Party Transactions - Ad

Related Party Transactions - Additional Information (Detail) - USD ($)	Mar. 29, 2018	Feb. 20, 2018	Feb. 15, 2018	Dec. 08, 2017	Feb. 28, 2018	Sep. 30, 2018	Sep. 30, 2018	Dec. 31, 2017	Mar. 01, 2018
Related Party Transaction [Line Items]
Closing price of common stock			$ 10
Proceeds from sale of private placement units			$ 6,000,000				$ 6,000,000
Repayment of loan							325,000
Related party accrued expenses						$ 75,000	75,000
Sponsor [Member]
Related Party Transaction [Line Items]
Proceeds from issuance of founder shares							25,000
Proceeds from sale of private placement units							6,000,000
Sponsor [Member] | Related Party Loans [Member]
Related Party Transaction [Line Items]
Loan from related party						300,000	300,000
Repayment of loan			$ 300,000
Sponsor [Member] | Working Capital Loans [Member]
Related Party Transaction [Line Items]
Repayment of loan		$ 25,000					0	$ 0
Loans convertible in to warrants							$ 1,500,000
Purchase price of private placement warrants							$ 1.50
Sponsor [Member] | Administrative Support Agreement [Member]
Related Party Transaction [Line Items]
Office space, utilities and secretarial and administrative support expenses							$ 10,000
Related party transaction expense						30,000	75,000
Related party accrued expenses						$ 75,000	$ 75,000
Private Placement [Member] | Sponsor [Member]
Related Party Transaction [Line Items]
Number of warrants purchased							4,000,000
Price per warrant							$ 1.50
Class B Ordinary Shares [Member]
Related Party Transaction [Line Items]
Repurchase of shares surrendered by sponsor					2,875,000
Common stock shares outstanding						5,000,000	5,000,000	5,750,000
Maximum number of founder shares agreed to forfeit by sponsor							750,000
Class B Ordinary Shares [Member] | Founder [Member]
Related Party Transaction [Line Items]
Number of founder shares purchased by sponsor				8,625,000
Closing price of common stock				$ 0.0001
Proceeds from issuance of founder shares				$ 25,000
Repurchase of shares surrendered by sponsor					2,875,000
Consideration for surrender of shares					$ 0
Common stock shares outstanding					8,625,000				5,750,000
Class A Ordinary Shares [Member]
Related Party Transaction [Line Items]
Common stock shares outstanding						925,796	925,796	0
Founder shares, earliest period to transfer, assign or sell							1 year
Founder shares, threshold trading days							20 days
Founder shares, threshold consecutive trading days							30 days
Founder shares, commencement period							150 days
Class A Ordinary Shares [Member] | Founder [Member]
Related Party Transaction [Line Items]
Closing price of common stock						$ 12	$ 12
Maximum number of founder shares agreed to forfeit by sponsor							750,000
Founder shares forfeited by sponsor	750,000
Sale of stock, description of transaction							(A) one year after the completion of the initial Business Combination or (B) subsequent to the initial Business Combination, (x) if the last sale price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, 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 (y) the date on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction that results in all of the Company’s shareholders having the right to exchange their ordinary shares for cash, securities or other property.
Class A Ordinary Shares [Member] | Private Placement [Member] | Sponsor [Member]
Related Party Transaction [Line Items]
Number of shares of common stock converted from each warrant						1	1
Warrant exercise price						$ 11.50	$ 11.50
Period to complete initial business combination							30 days

Commitments & Contingencies - A

Commitments & Contingencies - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Millions	9 Months Ended
	Sep. 30, 2018	Feb. 15, 2018
Commitments and Contingencies [Line Items]
Underwriters option period	45 days
Underwriters option expiry date	Mar. 29, 2018
Underwriting discount per unit	$ 0.20
Payment for underwriting discount	$ 4
Deferred underwriting commissions per unit	$ 0.35
Over-Allotment Option [Member]
Commitments and Contingencies [Line Items]
Number of additional shares granted	3,000,000
Sale price per unit	$ 10	$ 10
IPO [Member]
Commitments and Contingencies [Line Items]
Sale price per unit		$ 10
Deferred underwriting commission	$ 7

Shareholder's Equity - Addition

Shareholder's Equity - Additional Information (Detail) - USD ($)	1 Months Ended	9 Months Ended
	Feb. 28, 2018	Sep. 30, 2018	Feb. 15, 2018	Dec. 31, 2017	Dec. 01, 2017
Stockholders Equity Disclosure [Line Items]
Preference shares, shares authorized		1,000,000		1,000,000
Preference shares, shares issued		0		0
Preference shares, shares outstanding		0		0
Class A Ordinary Shares [Member]
Stockholders Equity Disclosure [Line Items]
Ordinary shares, shares authorized		200,000,000		200,000,000
Ordinary shares, par value		$ 0.0001	$ 0.0001	$ 0.0001
Ordinary shares, shares issued		20,000,000
Ordinary shares issued or outstanding		20,000,000
Ordinary shares subject to possible redemption, shares		19,074,204		0
Ordinary shares, shares issued		925,796		0
Ordinary shares,Shares Oustanding		925,796		0
Class B Ordinary Shares [Member]
Stockholders Equity Disclosure [Line Items]
Ordinary shares, shares authorized		20,000,000		20,000,000
Ordinary shares, par value		$ 0.0001		$ 0.0001
Ordinary shares, shares issued	5,750,000	5,000,000		5,750,000	8,625,000
Ordinary shares, shares outstanding including forfeitures	5,750,000
Common stock, voting rights		Holders of Class B ordinary shares are entitled to one vote for each share.
Maximum number of founder shares agreed to forfeit by sponsor		750,000
Repurchase of shares surrendered by sponsor	2,875,000
Consideration for surrender of ordinary shares by certain shareholder	$ 0
Over-allotment option expiration date		Mar. 29, 2018
Ownership percentage held by initial shareholders		20.00%
Ordinary shares,Shares Oustanding		5,000,000		5,750,000
Public Warrants [Member]
Stockholders Equity Disclosure [Line Items]
Warrants, description		The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination or (b) 12 months from the closing of the Initial Public Offering; provided in each case that the Company has an effective registration statement under the Securities Act covering the Class A ordinary shares issuable upon exercise of the Public Warrants and a current prospectus relating to them is available (or the Company permits holders to exercise their Public Warrants on a cashless basis and such cashless exercise is exempt from registration under the Securities Act).
Warrants expiration period		5 years
Price per warrants		$ 0.01
Redemption period of warrants		30 days
Closing price of common stock		$ 18
Private Placement [Member]
Stockholders Equity Disclosure [Line Items]
Warrants, description		The Private Placement Warrants are identical to the Public Warrants included in the Units sold in the Initial Public Offering, 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 a Business Combination, subject to certain limited exceptions.
Closing price of common stock			$ 1.50

Fair Value Measurements - Summa

Fair Value Measurements - Summary of Information about Company's Assets Measured on Recurring Basis (Detail)	Sep. 30, 2018USD ($)
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash equivalents held in Trust Account	$ 202,038,728
Fair Value, Measurements, Recurring [Member] | Quoted Prices in Active Markets (Level 1) [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash equivalents held in Trust Account	202,038,728
Fair Value, Measurements, Recurring [Member] | Significant Other Observable Inputs (Level 2) [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash equivalents held in Trust Account	0
Fair Value, Measurements, Recurring [Member] | Significant Other Unobservable Inputs (Level 3) [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash equivalents held in Trust Account	$ 0

Subsequent Events - Additional

Subsequent Events - Additional Information (Detail)	Sep. 30, 2018Shareholder
Subsequent Events [Abstract]
Minimum public shareholders requirement	300