Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2018 | Mar. 29, 2019 | Jun. 29, 2018 | |
Document Information [Line Items] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2018 | ||
Document Fiscal Year Focus | 2018 | ||
Document Fiscal Period Focus | FY | ||
Entity Registrant Name | Leo Holdings Corp. | ||
Trading Symbol | ck0001725134 | ||
Entity Central Index Key | 0001725134 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Shell Company | true | ||
Emerging Growth Company | true | ||
Entity Extended Transition Period | false | ||
Entity Small Business | true | ||
Entity Public Float | $ 193,600,000 | ||
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 |
Balance Sheets
Balance Sheets - USD ($) | Dec. 31, 2018 | Dec. 31, 2017 |
Current assets: | ||
Cash | $ 550,164 | $ 112,681 |
Prepaid expenses | 143,675 | |
Total current assets | 693,839 | 112,681 |
Investments held in Trust Account | 203,081,753 | |
Deferred offering costs associated with initial public offering | 276,511 | |
Total assets | 203,775,592 | 389,192 |
Current liabilities: | ||
Accrued expenses | 214,261 | |
Accrued expenses - related party | 105,000 | |
Accounts payable | 4,310 | 3,750 |
Notes payable - related parties | 155,000 | |
Total current liabilities | 109,310 | 373,011 |
Deferred underwriting commissions | 7,000,000 | |
Total liabilities | 7,109,310 | 373,011 |
Commitments | ||
Shareholders' Equity: | ||
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding | 0 | 0 |
Additional paid-in capital | 2,412,951 | 24,425 |
Retained earnings (accumulated deficit) | 2,586,468 | (8,819) |
Total shareholders' equity | 5,000,002 | 16,181 |
Total Liabilities and Shareholders' Equity | 203,775,592 | 389,192 |
Class A Ordinary Shares [Member] | ||
Current liabilities: | ||
Class A ordinary shares, $0.0001 par value; 19,166,628 and 0 shares subject to possible redemption as of December 31, 2018 and 2017, respectively | 191,666,280 | |
Shareholders' Equity: | ||
Ordinary shares | 83 | |
Total shareholders' equity | 83 | |
Class B Ordinary Shares [Member] | ||
Shareholders' Equity: | ||
Ordinary shares | 500 | 575 |
Total shareholders' equity | $ 500 | $ 575 |
Balance Sheets (Parenthetical)
Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 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 | 19,166,628 | 0 |
Ordinary shares, par value | $ 0.0001 | $ 0.0001 |
Ordinary shares, shares authorized | 200,000,000 | 200,000,000 |
Ordinary shares, shares issued | 833,372 | 0 |
Ordinary shares, shares outstanding | 833,372 | 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 |
Ordinary shares, shares outstanding | 5,000,000 | 5,750,000 |
Statements of Operations
Statements of Operations - USD ($) | 1 Months Ended | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2018 | ||
General and administrative expenses | $ 8,830 | $ 489,780 | |
Loss from operations | (8,830) | (489,780) | |
Interest income | 11 | 3,085,067 | |
Net income (loss) | $ (8,819) | $ 2,595,287 | |
Class A Ordinary Shares [Member] | |||
Weighted average shares outstanding | 0 | 20,000,000 | |
Basic and diluted net income (loss) per share | $ 0.15 | ||
Class B Ordinary Shares [Member] | |||
Weighted average shares outstanding | 5,000,000 | [1] | 5,000,000 |
Basic and diluted net income (loss) per share | $ 0 | $ (0.10) | |
[1] | Excludes an aggregate of up to 750,000 shares subject to forfeiture if the over-allotment option is 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. |
Statements of Operations (Paren
Statements of Operations (Parenthetical) - Class B Ordinary Shares [Member] - shares | Mar. 29, 2018 | Dec. 01, 2017 |
Founder shares forfeited by sponsor | 750,000 | |
Maximum number of founder shares agreed to forfeit by sponsor | 750,000 |
Statements of Changes In Shareh
Statements of Changes In Shareholders' Equity - USD ($) | Total | IPO [Member] | Additional Paid-in Capital [Member] | Additional Paid-in Capital [Member]IPO [Member] | Retained Earnings [Member] | Class A Ordinary Shares [Member] | Class A Ordinary Shares [Member]IPO [Member] | Class B Ordinary Shares [Member] |
Beginning Balance at Nov. 28, 2017 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | |||
Beginning Balance (Shares) at Nov. 28, 2017 | 0 | 0 | ||||||
Issuance of Class B ordinary shares to Sponsor | 25,000 | 24,425 | $ 575 | |||||
Issuance of Class B ordinary shares to Sponsor (Shares) | 5,750,000 | |||||||
Net income | (8,819) | (8,819) | ||||||
Ending Balance at Dec. 31, 2017 | 16,181 | 24,425 | (8,819) | $ 575 | ||||
Ending Balance (Shares) at Dec. 31, 2017 | 5,750,000 | |||||||
Sale of units in initial public offering, gross | $ 200,000,000 | $ 199,998,000 | $ 2,000 | |||||
Sale of units in initial public offering, gross (Sshares) | 20,000,000 | |||||||
Offering costs | $ (11,945,186) | $ (11,945,186) | ||||||
Sale of private placement warrants to Sponsor in private placement | 6,000,000 | 6,000,000 | $ 0 | $ 0 | ||||
Sale of private placement warrants to Sponsor in private placement, Shares | 0 | 0 | ||||||
Forfeiture of Class B ordinary shares | 75 | $ (75) | ||||||
Forfeiture of Class B ordinary shares (Shares) | (750,000) | |||||||
Common stock subject to possible redemption | (191,666,280) | (191,664,363) | $ (1,917) | |||||
Common stock subject to possible redemption (Shares) | (19,166,628) | |||||||
Net income | 2,595,287 | 2,595,287 | ||||||
Ending Balance at Dec. 31, 2018 | $ 5,000,002 | $ 2,412,951 | $ 2,586,468 | $ 83 | $ 500 | |||
Ending Balance (Shares) at Dec. 31, 2018 | 833,372 | 5,000,000 |
Statements of Cash Flows
Statements of Cash Flows - USD ($) | 1 Months Ended | 12 Months Ended |
Dec. 31, 2017 | Dec. 31, 2018 | |
Cash Flows from Operating Activities: | ||
Net income (loss) | $ (8,819) | $ 2,595,287 |
Adjustments to reconcile net income (loss) to net cash used in operating activities: | ||
Interest income held in Trust Account | (3,081,753) | |
Formation costs paid by related parties | 5,000 | |
Changes in operating assets and liabilities: | ||
Prepaid expenses | (143,675) | |
Accounts payable | 560 | |
Accrued expenses | 3,750 | |
Accrued expenses - related party | 105,000 | |
Net cash used in operating activities | (69) | (524,581) |
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 | 150,000 | 170,000 |
Repayment of loans to related parties | (325,000) | |
Proceeds from issuance of Class B ordinary shares to Sponsor | 25,000 | |
Proceeds received from initial public offering, gross | 200,000,000 | |
Offering costs paid | (4,882,936) | |
Proceeds received from private placement | 6,000,000 | |
Payment of deferred offering costs | (62,250) | |
Net cash provided by financing activities | 112,750 | 200,962,064 |
Net increase in cash | 112,681 | 437,483 |
Cash - beginning of the period | 112,681 | |
Cash - end of the period | 112,681 | 550,164 |
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 | |
Accrued Liabilities [Member] | ||
Supplemental disclosure of noncash investing and financing activities: | ||
Deferred offering costs included in accrued expenses | $ 214,261 | |
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 | $ 191,666,280 |
Description of Organization and
Description of Organization and Business Operations | 12 Months Ended |
Dec. 31, 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 a 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 focuses 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 December 31, 2018, the Company had not commenced any operations. All activity for the period from November 29, 2017 (inception) to December 31, 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 form of interest income from the proceeds derived from the Initial Public Offering. 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 of the final prospectus relating to the Initial Public Offering to purchase up to 3,000,000 additional Units to cover over-allotments, if any, at $10.00 per Unit. The over-allotment option was not exercised prior to its expiration. 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 Act, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the Trust Account as described below. 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 to public shareholders who redeem their Public Shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriter (as discussed in Note 5). These Public Shares will be recorded at a redemption value and classified as temporary equity upon the completion of the Initial Public Offering in accordance with the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 480 “ Distinguishing Liabilities from Equity .” In such case, the Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 upon consummation of such Business Combination and a majority of the shares voted are voted in favor of the Business Combination. If a shareholder vote is not required by law and the Company does not decide to hold a shareholder vote for business or other legal reasons, the Company will, pursuant to its amended and restated memorandum and articles of association, conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (the “SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, shareholder approval of a Business Combination is required by law, or the Company decides to obtain shareholder approval for business or legal reasons, the Company will offer to redeem Public Shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. Additionally, each public shareholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction. If the Company seeks shareholder approval in connection with a Business Combination, the Sponsor and the Company’s officers and directors agreed to vote their Founder Shares (as defined below in Note 4) and any Public Shares purchased during or after the Initial Public Offering in favor of a Business Combination. In addition, the Sponsor and the Company’s officers and directors agreed to waive their redemption rights with respect to their Founder Shares and Public Shares in connection with the completion of a Business Combination. Notwithstanding the foregoing, the Company’s amended and restated memorandum and articles of association provide 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, or February 15, 2020 (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. 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 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 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. Going Concern Consideration As of December 31, 2018, the Company had approximately $550,000 in its operating bank account, approximately $3.1 million of interest income available in the Trust Account to pay for taxes, and working capital of approximately $585,000. 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”) of up to $1.5 million (Note 4). In connection with the Company’s assessment of going concern considerations in accordance with FASB Accounting Standards Update (“ASU”) 2014-15, “ Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern ,” management has determined that the mandatory liquidation and subsequent dissolution raises substantial doubt about the Company’s ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after February 15, 2020. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2018 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 2—Summary of Significant Accounting Policies Basis of Presentation The accompanying 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. 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 but any such an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company 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. Net Income Per Ordinary Share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “ Earnings Per Share .” Net income per ordinary share is computed by dividing net income applicable to ordinary shareholders 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 Initial Public Offering and Private Placement to purchase an aggregate of 14,000,000 Class A ordinary shares in the calculation of diluted earnings per share, since their inclusion would be anti-dilutive under the treasury stock method. As a result, diluted earnings per ordinary share is the same as basic earnings per ordinary share for the periods presented. The Company’s statements of operations (the “Statements of Operations”) include a presentation of income per share for ordinary shares subject to redemption in a manner similar to the two-class method of income per share. Net income per ordinary share, basic and diluted for Class A ordinary shares is calculated by dividing the interest income earned on the Trust Account, by the weighted average number of Class A ordinary shares outstanding for the period. Net loss per ordinary share, basic and diluted for Class B ordinary shares is calculated by dividing the net income, less income attributable to Class A ordinary shares and any working capital loans, by the weighted average number of Class B ordinary shares outstanding for the periods presented. Reconciliation of Net Income (Loss) per Ordinary Share The Company’s net income (loss) is adjusted for the portion of income that is attributable to Class A ordinary shares subject to redemption, as these shares only participate in the earnings of the Trust Account (less applicable taxes) and not the income or losses of the Company. Accordingly, basic and diluted loss per Class A ordinary shares is calculated as follows: For the Year Ended December 31, 2018 For the period November 29, 2017 (inception) through December 31, 2017 Interest income $ 3,081,753 $ — Expenses available to be paid with interest income from Trust — — Net income available to holders of Class A ordinary shares 3,081,753 — Net income (loss) $ 2,595,287 $ (8,819 ) Less: Income attributable to Class A ordinary shares (3,081,753 ) — Net income (loss) attributable to holders of Class B ordinary shares $ (486,466 ) $ (8,819 ) Basic and diluted weighted average shares outstanding of Class A ordinary shares 20,000,000 — Basic and diluted net income per share, Class A $ 0.15 $ — Basic and diluted weighted average shares outstanding of Class B ordinary shares 5,000,000 5,000,000 Basic and diluted net loss per share, Class B $ (0.10 ) $ — 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 December 31, 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 ,” approximates the carrying amounts represented in the Balance Sheets. 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 , requires all entities to disclose the fair value of financial instruments, both assets and liabilities for which it is practicable to estimate fair value, and defines fair value of a financial instrument as the amount at which the instrument could be exchanged in a current transaction between willing parties. As of December 31, 2018 and 2017, the recorded values of cash, prepaid expenses, accounts payable, and accrued expenses approximate the fair values due to the short-term nature of the instruments. 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 .” Class A ordinary shares subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Conditionally redeemable Class A ordinary shares (including Class A ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, Class A ordinary shares are classified as shareholders’ equity. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, at December 31, 2018, 19,166,628 Income Taxes The Company follows the asset and liability method of accounting for income taxes under FASB ASC Topic 740, “ Income Taxes .” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. 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 sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s only major tax jurisdiction; therefore no income tax has been recorded. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2018 and 2017. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its current tax position. 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, “Disclosure Update and Simplification,” amending certain disclosure requirements that were redundant, duplicative, overlapping, outdated or superseded. In addition, the amendments expanded the disclosure requirements on the analysis of shareholders’ equity for interim financial statements. Under the amendments, an analysis of changes in each caption of shareholders’ equity presented in the balance sheet must be provided in a note or separate statement. The analysis should present a reconciliation of the beginning balance to the ending balance of each period for which a statement of income is required to be filed. The Company anticipates its first presentation of changes in shareholders’ equity, under the new guidance, will be included in its Form 10-Q for the quarter ended March 31, 2019. 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 | 12 Months Ended |
Dec. 31, 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 (each, a “Public Warrant”). Each whole Public Warrant entitles the holder to purchase one Class A ordinary share at a price of $11.50 per share, subject to adjustment (see Note 6). |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 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 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. 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 a cashless basis so long as they are held by the Sponsor or its permitted transferees. 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 upon the completion of the Initial Public Offering. The Company repaid $300,000 on February 15, 2018. In addition, the Sponsor and its affiliate loaned the Company another $25,000 for working capital. The Company fully repaid this amount on February 20, 2018. 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, lend the Company 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 December 31, 2018 and 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. As of December 31, 2018, an aggregate of $105,000 in connection with such services was accrued on the accompanying Balance Sheets. During the year ended December 31, 2018, an aggregate of $105,000 in connection with such services was recorded in general and administrative expenses in the accompanying Statements of Operations. As of December 31, 2018, the full amount of $105,000 was accrued on the accompanying Balance Sheet. |
Commitments & Contingencies
Commitments & Contingencies | 12 Months Ended |
Dec. 31, 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 to be registered. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The Company granted the underwriter a 45-day option from the date of the final prospectus relating to the Initial Public Offering to purchase up to 3,000,000 additional Units to cover over-allotments, if any, at $10.00 per Unit, less underwriting discounts and commissions. This option expired on March 29, 2018 without being exercised. The underwriter was entitled to underwriting discounts 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 | 12 Months Ended |
Dec. 31, 2018 | |
Federal Home Loan Banks [Abstract] | |
Shareholders' Equity | Note 6—Shareholders’ Equity Ordinary Shares Class A Ordinary Shares —The Company is authorized to issue 200,000,000 Class A ordinary shares with a par value of $0.0001 per share. As of December 31, 2018, there were 20,000,000 Class A ordinary shares issued or outstanding, including 19,166,628 Class A ordinary shares subject to possible redemption. As of December 31, 2017, there were no Class A ordinary shares issued or outstanding. Class B Ordinary Shares —The Company is authorized to issue 20,000,000 Class B ordinary shares with a par value of $0.0001 per share. Holders of Class B ordinary shares are entitled to one vote for each share. In December 2017, the Company initially issued 8,625,000 Class B ordinary shares to the Sponsor. In February 2018, in connection with the decrease of the size of the Initial Public Offering, the Sponsor effected a surrender of 2,875,000 Class B ordinary shares to the Company for no consideration, resulting in a decrease in the total number of Class B ordinary shares from 8,625,000 to 5,750,000. Of the 5,750,000 Class B ordinary shares outstanding, up to 750,000 shares were subject to forfeiture to the Company by the Sponsor for no consideration to the extent that the underwriter’s over-allotment option was not exercised in full or in part, so that the Founder Shares would represent 20% of the Company’s issued and outstanding ordinary shares after the Initial Public Offering. On March 29, 2018, the over-allotment option expired and an aggregate of 750,000 shares were subsequently forfeited by the Sponsor. As of December 31, 2018 and 2017, there were 5,000,000 and 5,750,000 Class B ordinary shares issued or outstanding, respectively. 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 sum of (i) the total number of Class A ordinary shares issued and outstanding upon completion of the Initial Public Offering, plus (ii) the sum of (a) the total number of Class A ordinary shares issued or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial Business Combination, excluding any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, or to be issued, to any seller in the initial Business Combination and any warrants issued to the Sponsor upon conversion of Working Capital Loans, minus (b) the number of Public Shares redeemed by public shareholders in connection with the initial Business Combination. Preference Shares —The Company is authorized to issue 1,000,000 preference shares with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. As of December 31, 2018 and 2017, there were no preference shares issued or outstanding. Warrants —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). The Company agreed that as soon as practicable, but in no event later than 20 business days, after the closing of a Business Combination, the Company will use its best efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the Class A ordinary shares issuable upon exercise of the Public Warrants. The Company will use its best efforts to cause the same to become effective and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration of the Public Warrants in accordance with the provisions of the warrant agreement. If a registration statement covering the Class A ordinary shares issuable upon exercise of the Public Warrants is not effective by the sixtieth day after the closing of the initial Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. The Public Warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation and may only be exercised for a whole number of shares. 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 are held by the Sponsor or its permitted transferees. If the Private Placement Warrants are held by someone other than the Sponsor or its permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants. 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 on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders. 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 | 12 Months Ended |
Dec. 31, 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 December 31, 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) Investments held in Trust Account $ 203,081,753 $ 0 $ 0 |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2018 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 8—Subsequent Events The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to March 25, 2019. 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) | 12 Months Ended |
Dec. 31, 2018 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying 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. |
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 but any such an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company 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. |
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 .” Net income per ordinary share is computed by dividing net income applicable to ordinary shareholders 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 Initial Public Offering and Private Placement to purchase an aggregate of 14,000,000 Class A ordinary shares in the calculation of diluted earnings per share, since their inclusion would be anti-dilutive under the treasury stock method. As a result, diluted earnings per ordinary share is the same as basic earnings per ordinary share for the periods presented. The Company’s statements of operations (the “Statements of Operations”) include a presentation of income per share for ordinary shares subject to redemption in a manner similar to the two-class method of income per share. Net income per ordinary share, basic and diluted for Class A ordinary shares is calculated by dividing the interest income earned on the Trust Account, by the weighted average number of Class A ordinary shares outstanding for the period. Net loss per ordinary share, basic and diluted for Class B ordinary shares is calculated by dividing the net income, less income attributable to Class A ordinary shares and any working capital loans, by the weighted average number of Class B ordinary shares outstanding for the periods presented. |
Reconciliation of Net Income Loss per Ordinary Share | Reconciliation of Net Income (Loss) per Ordinary Share The Company’s net income (loss) is adjusted for the portion of income that is attributable to Class A ordinary shares subject to redemption, as these shares only participate in the earnings of the Trust Account (less applicable taxes) and not the income or losses of the Company. Accordingly, basic and diluted loss per Class A ordinary shares is calculated as follows: For the Year Ended December 31, 2018 For the period November 29, 2017 (inception) through December 31, 2017 Interest income $ 3,081,753 $ — Expenses available to be paid with interest income from Trust — — Net income available to holders of Class A ordinary shares 3,081,753 — Net income (loss) $ 2,595,287 $ (8,819 ) Less: Income attributable to Class A ordinary shares (3,081,753 ) — Net income (loss) attributable to holders of Class B ordinary shares $ (486,466 ) $ (8,819 ) Basic and diluted weighted average shares outstanding of Class A ordinary shares 20,000,000 — Basic and diluted net income per share, Class A $ 0.15 $ — Basic and diluted weighted average shares outstanding of Class B ordinary shares 5,000,000 5,000,000 Basic and diluted net loss per share, Class B $ (0.10 ) $ — |
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 December 31, 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 ,” approximates the carrying amounts represented in the Balance Sheets. |
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 , requires all entities to disclose the fair value of financial instruments, both assets and liabilities for which it is practicable to estimate fair value, and defines fair value of a financial instrument as the amount at which the instrument could be exchanged in a current transaction between willing parties. As of December 31, 2018 and 2017, the recorded values of cash, prepaid expenses, accounts payable, and accrued expenses approximate the fair values due to the short-term nature of the instruments. |
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 .” Class A ordinary shares subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Conditionally redeemable Class A ordinary shares (including Class A ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, Class A ordinary shares are classified as shareholders’ equity. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, at December 31, 2018, 19,166,628 |
Income Taxes | Income Taxes The Company follows the asset and liability method of accounting for income taxes under FASB ASC Topic 740, “ Income Taxes .” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. 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 sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s only major tax jurisdiction; therefore no income tax has been recorded. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of December 31, 2018 and 2017. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its current tax position. 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, “Disclosure Update and Simplification,” amending certain disclosure requirements that were redundant, duplicative, overlapping, outdated or superseded. In addition, the amendments expanded the disclosure requirements on the analysis of shareholders’ equity for interim financial statements. Under the amendments, an analysis of changes in each caption of shareholders’ equity presented in the balance sheet must be provided in a note or separate statement. The analysis should present a reconciliation of the beginning balance to the ending balance of each period for which a statement of income is required to be filed. The Company anticipates its first presentation of changes in shareholders’ equity, under the new guidance, will be included in its Form 10-Q for the quarter ended March 31, 2019. 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. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Earnings Per Share [Abstract] | |
Schedule of Basic and Diluted Loss Per Class A Ordinary Shares | Reconciliation of Net Income (Loss) per Ordinary Share The Company’s net income (loss) is adjusted for the portion of income that is attributable to Class A ordinary shares subject to redemption, as these shares only participate in the earnings of the Trust Account (less applicable taxes) and not the income or losses of the Company. Accordingly, basic and diluted loss per Class A ordinary shares is calculated as follows: For the Year Ended December 31, 2018 For the period November 29, 2017 (inception) through December 31, 2017 Interest income $ 3,081,753 $ — Expenses available to be paid with interest income from Trust — — Net income available to holders of Class A ordinary shares 3,081,753 — Net income (loss) $ 2,595,287 $ (8,819 ) Less: Income attributable to Class A ordinary shares (3,081,753 ) — Net income (loss) attributable to holders of Class B ordinary shares $ (486,466 ) $ (8,819 ) Basic and diluted weighted average shares outstanding of Class A ordinary shares 20,000,000 — Basic and diluted net income per share, Class A $ 0.15 $ — Basic and diluted weighted average shares outstanding of Class B ordinary shares 5,000,000 5,000,000 Basic and diluted net loss per share, Class B $ (0.10 ) $ — |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 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 December 31, 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) Investments held in Trust Account $ 203,081,753 $ 0 $ 0 |
Description of Organization a_2
Description of Organization and Business Operations - Additional Information (Detail) - USD ($) | Feb. 15, 2018 | Feb. 28, 2018 | Dec. 31, 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 | $ 200,000,000 | ||
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, or February 15, 2020 (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 | $ 550,000 | |||
Interest available | 3,100,000 | |||
Working capital | 585,000 | |||
Sponsor [Member] | ||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | ||||
Proceeds from sale of private placement units | 6,000,000 | |||
Loans from sponsor | $ 1,500,000 | |||
Class A Ordinary Shares [Member] | ||||
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items] | ||||
Ordinary shares, par value | $ 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 | $ 11,945,186 | |||
Deferred underwriting commissions | $ 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_4
Summary of Significant Accounting Policies - Schedule of Basic and Diluted Loss Per Class A Ordinary Shares (Detail) - USD ($) | 1 Months Ended | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2018 | ||
Interest income | $ 3,081,753 | ||
Net income (loss) | (8,819) | 2,595,287 | |
Common Class A [Member] | |||
Net income (loss) attributable to holders of ordinary shares | $ 3,081,753 | ||
Basic and diluted weighted average shares outstanding of ordinary shares | 0 | 20,000,000 | |
Basic and diluted net income (loss) per share | $ 0.15 | ||
Common Class B [Member] | |||
Net income (loss) attributable to holders of ordinary shares | $ (8,819) | $ (486,466) | |
Basic and diluted weighted average shares outstanding of ordinary shares | 5,000,000 | [1] | 5,000,000 |
Basic and diluted net income (loss) per share | $ 0 | $ (0.10) | |
[1] | Excludes an aggregate of up to 750,000 shares subject to forfeiture if the over-allotment option is 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. |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Additional Information (Detail) - USD ($) | 12 Months Ended | |
Dec. 31, 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 | 11,945,186 | |
Deferred underwriting commissions | $ 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 | 19,166,628 |
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 | Dec. 31, 2017 | Dec. 31, 2018 |
Related Party Transaction [Line Items] | |||||||
Closing price of common stock | $ 10 | ||||||
Proceeds from issuance of founder shares | $ 25,000 | ||||||
Proceeds from sale of private placement units | $ 6,000,000 | $ 6,000,000 | |||||
Repayment of loan | 325,000 | ||||||
Related party accrued expenses | 105,000 | ||||||
Sponsor [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
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 | ||||||
Repayment of loan | $ 300,000 | ||||||
Sponsor [Member] | Working Capital Loans [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Repayment of loan | $ 25,000 | ||||||
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 | 105,000 | ||||||
Related party accrued expenses | $ 105,000 | ||||||
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 | 5,750,000 | 5,000,000 | |||||
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 | ||||||
Class A Ordinary Shares [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Common stock shares outstanding | 0 | 833,372 | |||||
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 | ||||||
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 | ||||||
Warrant exercise price | $ 11.50 | ||||||
Period to complete initial business combination | 30 days |
Commitments & Contingencies - A
Commitments & Contingencies - Additional Information (Detail) - USD ($) | 12 Months Ended | |
Dec. 31, 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 | $ 4,000,000 | |
Deferred underwriting commissions per unit | $ 0.35 | |
Deferred underwriting commission | $ 4,882,936 | |
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 | $ 7,000,000 |
Shareholder's Equity - Addition
Shareholder's Equity - Additional Information (Detail) - USD ($) | 1 Months Ended | 12 Months Ended | |||
Feb. 28, 2018 | Dec. 31, 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 | |||
Ordinary shares, shares issued | 20,000,000 | ||||
Ordinary shares issued or outstanding | 20,000,000 | ||||
Ordinary shares subject to possible redemption, shares | 19,166,628 | 0 | |||
Ordinary shares, shares issued | 833,372 | 0 | |||
Ordinary shares,Shares Oustanding | 833,372 | 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 issued or outstanding | 5,000,000 | 5,750,000 | |||
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) | Dec. 31, 2018USD ($) |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Cash equivalents held in Trust Account | $ 203,081,753 |
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 | 203,081,753 |
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 |