Hims & Hers Health (HIMS) 10-Q 29 Aug 19 2019 Q2 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	6 Months Ended
	Jun. 30, 2019	Aug. 29, 2019
Document Information [Line Items]
Document Type	10-Q
Entity Interactive Data Current	Yes
Amendment Flag	false
Document Period End Date	Jun. 30, 2019
Document Fiscal Year Focus	2019
Document Fiscal Period Focus	Q2
Entity Registrant Name	Oaktree Acquisition Corp.
Entity Central Index Key	0001773751
Current Fiscal Year End Date	--12-31
Entity Current Reporting Status	Yes
Entity Shell Company	true
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Address, State or Province	CA
Common Class A [Member]
Document Information [Line Items]
Trading Symbol	OAC
Security Exchange Name	NYSE
Title of 12(b) Security	Class A ordinary share, par value $0.0001 per share
Entity Common Stock, Shares Outstanding		20,125,000
Common Class B [Member]
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		5,031,250
Capital Units [Member]
Document Information [Line Items]
Trading Symbol	OAC.U
Security Exchange Name	NYSE
Title of 12(b) Security	Units, each consisting of one Class A ordinary share and one-third of one redeemable warrant
Warrant [Member]
Document Information [Line Items]
Trading Symbol	OAC WS
Security Exchange Name	NYSE
Title of 12(b) Security	Warrants, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50

CONDENSED BALANCE SHEET

CONDENSED BALANCE SHEET	Jun. 30, 2019USD ($)
Assets
Deferred offering costs associated with initial public offering	$ 536,322
Total assets	536,322
Current liabilities:
Accrued expenses	449,066
Accounts payable	21,979
Advances from related party	56,883
Total current liabilities	527,928
Commitments and Contingencies
Shareholder's Equity:
Ordinary shares value
Additional paid-in capital	24,497
Accumulated deficit	(16,606)
Total shareholder's equity	8,394
Total Liabilities and Shareholder's Equity	536,322
Common Class B [Member]
Shareholder's Equity:
Ordinary shares value	503	[1]
Total shareholder's equity	$ 503
[1]	This number includes up to 656,250 shares subject to forfeiture if the over-allotment option was not exercised in full or in part by the underwriters. The underwriters exercised their over-allotment option in full on July 22, 2019; thus, the Founder Shares were no longer subject to forfeiture.

CONDENSED BALANCE SHEET (Parent

CONDENSED BALANCE SHEET (Parenthetical) - $ / shares	Jul. 22, 2019	Jun. 30, 2019	Apr. 19, 2019
Common stock par value		$ 0.0001
Common stock, shares authorized		494,968,750
Common stock, shares issued		0
Common stock, shares outstanding		0
Common stock, subject to forfeiture	656,250
Common Class B [Member]
Common stock par value		$ 0.0001	$ 0.0001
Common stock, shares authorized		5,031,250
Common stock, shares issued		5,031,250
Common stock, shares outstanding		5,031,250	4,312,500

UNAUDITED CONDENSED STATEMENT O

UNAUDITED CONDENSED STATEMENT OF OPERATIONS	3 Months Ended
	Jun. 30, 2019USD ($)$ / sharesshares
Income Statement [Abstract]
General and administrative expenses	$ 16,606
Net loss	$ (16,606)
Weighted average shares outstanding, basic and diluted | shares	5,031,250	[1]
Basic and diluted net loss per share | $ / shares	$ 0
[1]	This number includes up to 656,250 shares that were subject to forfeiture if the over-allotment option was not exercised in full or in part by the underwriters. The underwriters exercised their over-allotment option in full on July 22, 2019; thus, the Founder Shares were no longer subject to forfeiture.

UNAUDITED CONDENSED STATEMENT_2

UNAUDITED CONDENSED STATEMENT OF OPERATIONS (parenthetical)	Jul. 22, 2019shares
Income Statement [Abstract]
Common stock, subject to forfeiture	656,250

UNAUDITED CONDENSED STATEMENT_3

UNAUDITED CONDENSED STATEMENT OF CHANGES IN SHAREHOLDER'S EQUITY - 3 months ended Jun. 30, 2019 - USD ($)		Total	Class B Ordinary Shares [Member]	Additional Paid-in Capital [Member]	Accumulated Deficit [Member]
Beginning Balance at Apr. 09, 2019		$ 0	$ 0	$ 0	$ 0
Beginning Balance (shares) at Apr. 09, 2019
Issuance of Class B ordinary shares to Sponsor	[1]	$ 25,000	$ 503	24,497
Issuance of Class B ordinary shares to Sponsor (shares)	[1]		5,031,250
Net loss		(16,606)			(16,606)
Ending Balance at Jun. 30, 2019		$ 8,394	$ 503	$ 24,497	$ (16,606)
Ending Balance (Shares) at Jun. 30, 2019			5,031,250
[1]	This number includes up to 656,250 shares subject to forfeiture if the over-allotment option was not exercised in full or in part by the underwriters. The underwriters exercised their over-allotment option in full on July 22, 2019; thus, the Founder Shares were no longer subject to forfeiture.

UNAUDITED CONDENSED STATEMENT_4

UNAUDITED CONDENSED STATEMENT OF CASH FLOWS	3 Months Ended
	Jun. 30, 2019USD ($)
Cash Flows from Operating Activities:
Net loss	$ (16,606)
Changes in operating assets and liabilities:
Accrued expenses	12,214
Accounts payable	4,392
Net cash used in operating activities	0
Net increase in cash	0
Cash - beginning of the period	0
Cash - end of the period	0
Supplemental disclosure of noncash investing and financing activities:
Deferred offering costs included in accrued expenses	436,852
Deferred offering costs included in accounts payable	17,587
Deferred offering costs advanced by related party	56,883
Deferred offering costs paid by Sponsor in exchange for issuance of Class B ordinary shares	$ 25,000

Description of Organization, Bu

Description of Organization, Business Operations and Basis of Presentation	3 Months Ended
	Jun. 30, 2019
Description of Organization Business Operations and Basis of Presentation [Abstract]
Description of Organization, Business Operations and Basis of Presentation	Note 1—Description of Organization, Business Operations and Basis of Presentation Oaktree Acquisition Corp. (the “Company”) was incorporated as a Cayman Islands exempted company on April 9, 2019. The Company was formed for the purpose of effecting a merger, share exchange, asset acquisition, share 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 geographic region for purposes of consummating its Business Combination, the Company intends to capitalize on the ability of its management team to identify, acquire and manage a business in the industrial and consumer sectors. 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 June 30, 2019, the Company had not commenced any operations. All activity for the period from April 9, 2019 (inception) through June 30, 2019 relates to the Company’s formation and the preparation for its initial public offering (the “Initial Public Offering”). 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 The Company’s sponsor is Oaktree Acquisition Holdings, L.P., a Cayman Islands exempted limited partnership (the “Sponsor”). The registration statement for the Company’s Initial Public Offering was declared effective on July 17, 2019. On July 22, 2019, the Company consummated its Initial Public Offering of 20,125,000 2,625,000 10.00 Simultaneously with the closing of the Initial Public Offering, the Company consummated the private placement (the “Private Placement”) of 4,016,667 warrants (each, a “Private Placement Warrant” and collectively, the “Private Placement Warrants”) at a price of $1.50 per Private Placement Warrant with the Sponsor, generating gross proceeds of approximately $6.03 million (Note 4). Upon the closing of the Initial Public Offering and the Private Placement, $201.25 million ($10.00 per Unit) of the net proceeds of the Initial Public Offering and certain of the proceeds of the Private Placement was 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 was invested 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 185 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 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 signing 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 the holders (the “Public Shareholders”) of its Class A ordinary shares, par value $0.0001 (the “Class A ordinary shares”), sold in the Initial Public Offering (the “Public Shares”), with the opportunity to redeem all or a portion of their Public Shares 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 anticipated to be $10.00 per Public Share). The per-share amount to 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 such consummation of a Business Combination and a majority of the shares voted are voted in favor of the Business Combination. Notwithstanding the foregoing, the 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”)), is restricted from redeeming its shares with respect to more than an aggregate of 15% or more of the Public Shares, without the prior consent of the Company. The Company’s Sponsor, officers and directors (the “initial shareholders”) have agreed not to propose an amendment to the Amended and Restated Memorandum and Articles of Association (a) that would modify 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 within 24 months from the closing of the Initial Public Offering, or July 22, 2021 rights or pre-initial Business Combination If the Company is unable to complete a Business Combination within 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 100,000 The initial shareholders have 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 initial shareholders 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 underwriters have agreed to waive their rights to their 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, such amounts 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, including any vendor 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 underwriters 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 third parties, including vendors, service providers (excluding the Company’s independent registered public accounting firm), 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. 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 (“GAAP”) for financial information and pursuant to the rules and regulations of the SEC. Accordingly, they do not include all of the information and footnotes required by 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 period from April 9, 2019 (inception) through June 30, 2019 are not necessarily indicative of the results that may be expected through December 31, 2019. The accompanying unaudited condensed financial statements should be read in conjunction with the audited financial statements and notes thereto included in the final prospectus filed by the Company with the SEC on July 19, 2019 related to the Initial Public Offering and the audited balance sheet included in the Form 8-K Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that 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.

Summary of Significant Accounti

Summary of Significant Accounting Policies	3 Months Ended
	Jun. 30, 2019
Accounting Policies [Abstract]
Summary of Significant Accounting Policies	Note 2—Summary of Significant Accounting Policies 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. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. Fair Value of Financial Instruments 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. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. As of June 30, 2019, the carrying values of cash, accounts payable, accrued expenses, and advances from related party approximate their fair values due to the short-term nature of the instruments. Use of Estimates The preparation of the unaudited condensed financial statements in conformity with 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 unaudited condensed financial statements and the reported amounts of expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future conforming events. Accordingly, the actual results could differ from those estimates. Deferred offering Costs Associated with the Initial Public Offering Deferred offering costs consist of legal, accounting, underwriting fees and other costs incurred through the date of the financial statements that are directly related to the Initial Public Offering, and were charged to shareholders’ equity upon the completion of the Initial Public Offering on July 22, 2019. Net Loss Per Ordinary Share Net loss per share is computed by dividing net loss by the weighted average number of ordinary shares outstanding during the period. At June 30, 2019, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company. As a result, diluted loss per share is the same as basic loss per share for the period presented. 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. There were no unrecognized tax benefits as of June 30, 2019. The Company’s management determined that the Cayman Islands is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties for the period from April 9, 2019 (inception) through June 30, 2019. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman Islands income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s financial statements. 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 The Company’s management does not believe that any recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying financial statements.

Initial Public Offering

Initial Public Offering	3 Months Ended
	Jun. 30, 2019
Initial Public Offering [Abstract]
Initial Public Offering	Note 3—Initial Public Offering On July 22, 2019, the Company sold 20,125,000 Units, including 2,625,000 Over-Allotment Units, at a price of $10.00 per Unit, generating gross proceeds of $201.25 million, and incurring offering costs of approximately $11.8 million, inclusive of approximately $7.04 million in deferred underwriting commissions. Each Unit consists of one Class A ordinary share and one-third of one

Related Party Transactions

Related Party Transactions	3 Months Ended
	Jun. 30, 2019
Related Party Transactions [Abstract]
Related Party Transactions	Note 4—Related Party Transactions Founder Shares In April 2019, the Sponsor paid $25,000 to cover certain offering costs of the Company in consideration of 4,312,500 Class B ordinary shares, par value $0.0001, (the “Founder Shares”). On June 26, 2019, the Company effected a pro rata share capitalization resulting in an increase in the total number of Class B ordinary shares outstanding from 4,312,500 to 5,031,250. All share amounts have been retroactively restated to reflect the share capitalization. The Sponsor had agreed to forfeit up to 656,250 Founder Shares to the extent that the over-allotment option was not exercised in full by the underwriters. The forfeiture would have been adjusted to the extent that the over-allotment option was not exercised in full by the underwriters so that the Founder Shares would have represented 20% of the Company’s issued and outstanding shares after the Initial Public Offering. The underwriters exercised their over-allotment option in full on July 22, 2019; thus, the Founder Shares are no longer subject to forfeiture. The initial shareholders 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 share splits, share dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period Private Placement Warrants Concurrently with the closing of the Initial Public Offering, on July 22, 2019 the Company sold 4,016,667 Private Placement Warrants at a price of $1.50 per Private Placement Warrant to the Sponsor, generating gross proceeds of approximately $6.03 million. Each whole Private Placement Warrant is exercisable for one Class A ordinary share at a price of $11.50 per share. Certain of the proceeds from the sale of the Private Placement Warrants were added to the net proceeds from the Initial Public Offering and are held 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 The Sponsor and the Company’s officers and directors have 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 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 (“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 is not consummated within the Combination Period, 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. To date, the Company had no borrowings under any Working Capital Loan. Expense Reimbursement Agreement Prior to the closing of the Initial Public Offering, the Sponsor agreed, pursuant to an expense reimbursement agreement (the “Expense Reimbursement Agreement”), to advance the Company up to $300,000 to pay for a portion of the expenses incurred in connection with the Initial Public Offering. As of June 30, 2019, the Sponsor advanced approximately $57,000 to the Company under the Expense Reimbursement Agreement. The Company has not repaid this advance from the Sponsor. Administrative Support Agreement Commencing on the effective date of the Initial Public Offering, the Company agreed to pay the Sponsor a total of $10,000 per month for office space, utilities and secretarial and administrative support. Upon completion of an initial Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees.

Commitments & Contingencies

Commitments & Contingencies	3 Months Ended
	Jun. 30, 2019
Commitments and Contingencies Disclosure [Abstract]
Commitments & Contingencies	Note 5—Commitments & Contingencies Registration and Shareholder 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 pursuant to a registration and shareholder rights agreement entered into in connection with the consummation of the Initial Public Offering. 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 Underwriting Agreement The Company granted the underwriters a 45-day option from The underwriters were entitled to underwriting discounts of $0.20 per unit, or $4.025 million in the aggregate, paid upon the closing of the Initial Public Offering. In addition, $0.35 per unit, or approximately $7.04 million in the aggregate will be payable to the underwriters for deferred underwriting commissions. The deferred fee will become payable to the underwriters 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	3 Months Ended
	Jun. 30, 2019
Stockholders' Equity Note [Abstract]
Shareholders' Equity	Note 6—Shareholders’ Equity Ordinary Shares Class B Ordinary Shares Holders of the Class A ordinary shares and holders of the Class B ordinary shares will vote together as a single class on all matters submitted to a vote of the Company’s shareholders, except as required by law or stock exchange rule; provided that only holders of the Class B ordinary shares have the right to vote on the election of the Company’s directors prior to the initial Business Combination. 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 Founder Shares will equal, in the aggregate, on an as-converted basis, 20% Preference Shares Warrants The Public Warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. 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 under Commencing 90 days after the Public Warrants become exercisable, the Company may redeem the Public Warrants: ● in whole and not in part; ● at $0.10 per warrant upon a minimum of 30 days’ prior written notice of redemption provided that holders will be able to exercise their warrants on a cashless basis prior to redemption and receive that number of shares determined based on the redemption date and the “fair market value” of the Class A ordinary shares (the “fair market value” of the Class A ordinary shares shall mean the average last reported sale price of the Class A ordinary shares for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of warrants); ● if, and only if, the last reported sale price of the Class A ordinary shares equals or exceeds $10.00 per share (as adjusted per share splits, share dividends, reorganizations, recapitalizations and the like) on the trading day prior to the date on which the Company sends the notice of redemption to the warrant holders; ● if, and only if, the Private Placement Warrants are also concurrently exchanged at the same price (equal to a number of Class A ordinary shares) as the outstanding Public Warrants, as described above; and ● if, and only if, there is an effective registration statement covering the Class A ordinary shares issuable upon exercise of the warrants (or such other security as the warrants may be exercisable for at the time of redemption) and a current prospectus relating thereto available throughout the 30-day period after In addition, the Company may redeem the Public Warrants for cash (except with respect to the Private Placement Warrants): ● in whole and not in part; ● at a price of $0.01 per warrant; ● upon a minimum of 30 days’ prior written notice of redemption; and ● if, and only if, the last reported closing price of the Class A ordinary shares equals or exceeds $18.00 per share for any 20 trading days within a 30-trading day period 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. Additionally, in no event will the Company be required to net cash settle any Warrants. If the Company is unable to complete the initial 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.

Subsequent Events

Subsequent Events	3 Months Ended
	Jun. 30, 2019
Subsequent Events [Abstract]
Subsequent Events	Note 7—Subsequent Events The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. Other than as described in these financial statements in relation to the Company’s Initial Public Offering (Note 3) and related transactions, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements.

Summary of Significant Accoun_2

Summary of Significant Accounting Policies (Policies)	3 Months Ended
	Jun. 30, 2019
Summary of Significant Accounting Policies [Abstract]
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. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts.
Fair Value of Financial Instruments	Fair Value of Financial Instruments 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. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement. As of June 30, 2019, the carrying values of cash, accounts payable, accrued expenses, and advances from related party approximate their fair values due to the short-term nature of the instruments.
Use of Estimates	Use of Estimates The preparation of the unaudited condensed financial statements in conformity with 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 unaudited condensed financial statements and the reported amounts of expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future conforming events. Accordingly, the actual results could differ from those estimates.
Deferred offering Costs Associated with the Initial Public Offering	Deferred offering Costs Associated with the Initial Public Offering Deferred offering costs consist of legal, accounting, underwriting fees and other costs incurred through the date of the financial statements that are directly related to the Initial Public Offering, and were charged to shareholders’ equity upon the completion of the Initial Public Offering on July 22, 2019.
Net Loss Per Ordinary Share	Net Loss Per Ordinary Share Net loss per share is computed by dividing net loss by the weighted average number of ordinary shares outstanding during the period. At June 30, 2019, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company. As a result, diluted loss per share is the same as basic loss per share for the period presented.
Income Taxes	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. There were no unrecognized tax benefits as of June 30, 2019. The Company’s management determined that the Cayman Islands is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties for the period from April 9, 2019 (inception) through June 30, 2019. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. There is currently no taxation imposed on income by the Government of the Cayman Islands. In accordance with Cayman Islands income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s financial statements. 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 The Company’s management does not believe that any recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying financial statements.

Description of Organization, _2

Description of Organization, Business Operations and Basis of Presentation - Additional Information (Detail) - USD ($)	Jul. 22, 2019	Jul. 22, 2019	Jun. 30, 2019
Initial public offer, Offering Cost			$ 536,322
Common Stock Share, Par value			$ 0.0001
Subsequent Event [Member]
Initial public offer, Offering Cost	$ 11,800,000	$ 11,800,000
Securities Maturity Period		185 days
Temporary Equity Redemption Price Per Share	$ 10	$ 10
Description Of Results For Non Compliance With Business Combination		The Company’s Sponsor, officers and directors (the “initial shareholders”) have agreed not to propose an amendment to the Amended and Restated Memorandum and Articles of Association (a) that would modify 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 within 24 months from the closing of the Initial Public Offering, or July 22, 2021
Common Class A [Member] | Subsequent Event [Member]
Common Stock Share, Par value	0.0001	$ 0.0001
Maximum [Member] | Subsequent Event [Member]
Percentage of Temporary Equity Redemption		15.00%
Dissolution Expense		$ 100,000
Forecast [Member]
Business Combination Conditions		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 signing 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.
Forecast [Member] | Subsequent Event [Member]
Business Combination Covenant terms		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 such consummation of a Business Combination and a majority of the shares voted are voted in favor of the Business Combination.
Private Placement [Member] | Subsequent Event [Member]
Warrants Issued		4,016,667
Warrants Price		$ 1.50
Proceeds From Issuance Of Private Placement Warrants		$ 6,030,000
IPO [Member] | Subsequent Event [Member]
Proceeds From Issuance Initial Public Offering		$ 201,250,000
Initial public offer,Share Price	$ 10	$ 10
Initial public offer, shares Issued	20,125,000
Over-Allotment Option [Member] | Subsequent Event [Member]
Deferred Underwriting Commission		$ 7,040,000
Initial public offer, shares Issued	2,625,000

Summary of Significant Accoun_3

Summary of Significant Accounting Policies - Additional Information (Detail)	Jul. 22, 2019USD ($)
Summary of Significant Accounting Policies [Abstract]
Federal Deposit Insurance Coverage Amount	$ 250,000

Initial Public Offering - Addit

Initial Public Offering - Additional Information (Detail) - Subsequent Event [Member]	1 Months Ended
	Jul. 22, 2019USD ($)$ / sharesshares
Over-Allotment Option [Member]
Capital Units Issued | shares	2,625,000
Capital Units Price per Share | $ / shares	$ 10
Proceeds From Capital Units Issuance	$ 201,250,000
Offering Cost Of Capital Units	11,800,000
Deferred Underwriting Commission	$ 7,040,000
IPO [Member]
Capital Units Issued | shares	20,125,000
Common Class A [Member]
Class Of Warrants Exercise Price | $ / shares	$ 11.50

Related Party Transactions - Ad

Related Party Transactions - Additional Information (Detail) - USD ($)	1 Months Ended			3 Months Ended	6 Months Ended
	Jul. 22, 2019	Jul. 17, 2019	Apr. 19, 2019	Jun. 30, 2019	Jun. 30, 2019	Jun. 26, 2019
Related party Transaction Expense			$ 25,000
Common stock, shares outstanding				0	0
Common stock par value				$ 0.0001	$ 0.0001
Percentage Of Founder Shares On Outstanding Shares						20.00%
Advances From Related Party Agreed Amount				$ 300,000,000
Related Party Expense In Transaction			$ 25,000
Common Stock Shares Resale or Transfer Share Price Threshold					$ 12
Expense Reimbursement Agreement [Member]
Due To Related Parties Current				57,000	$ 57,000
Subsequent Event [Member]
Related party Transaction Expense		$ 10,000
Related Party Expense In Transaction		$ 10,000
Private Placement [Member]
Working Capital Loans Eligible For Conversion Into Warrants				$ 1,500,000	$ 1,500,000
Warrant Conversion Price				$ 1.50
Private Placement [Member] | Subsequent Event [Member]
Warrants Issued	4,016,667
Warrants Price	$ 1.50
Proceeds From Issuance Of Private Placement Warrants	$ 6,030,000
Common Class A [Member] | Subsequent Event [Member]
Common stock par value	$ 0.0001
Class of warrants redemption exercise price	$ 11.50
Common Class B [Member]
Common stock, shares outstanding			4,312,500	5,031,250	5,031,250
Common stock par value			$ 0.0001	$ 0.0001	$ 0.0001
Maximum [Member]
Founder Shares Subject To Redemption						656,250
Previously Reported [Member]
Common stock par value				0.0001	0.0001
Previously Reported [Member] | Common Class B [Member]
Common stock, shares outstanding						4,312,500
Common stock par value				$ 0.0001	$ 0.0001
Restatement Adjustment [Member] | Common Class B [Member]
Common stock, shares outstanding						5,031,250

Commitments & Contingencies - A

Commitments & Contingencies - Additional Information (Detail) - Over-Allotment Option [Member] - Subsequent Event [Member] $ / shares in Units, $ in Thousands	1 Months Ended
	Jul. 22, 2019USD ($)$ / sharesshares
Capital Units Issued | shares	2,625,000
Underwriting discount per unit | $ / shares	$ 0.20
Underwriting income loss	$ 4,025
Deferred Underwriting Commission	$ 7,040
Additional [Member]
Underwriting discount per unit | $ / shares	$ 0.35
Deferred Underwriting Commission	$ 7,040

Shareholders' Equity - Addition

Shareholders' Equity - Additional Information (Detail) - $ / shares	6 Months Ended
	Jun. 30, 2019	Jun. 26, 2019	Apr. 19, 2019
Common stock shares authorized	494,968,750
Common stock par value	$ 0.0001
Common Stock, Shares, Issued	0
Common Stock, Shares, Outstanding	0
Preferred Stock, Shares Authorized	0
Common stock conversion description	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 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 Private Placement Warrants issued to the Sponsor upon conversion of Working Capital Loans.
Previously Reported [Member]
Common stock shares authorized	500,000,000
Common stock par value	$ 0.0001
Preferred Stock, Shares Authorized	1,000,000
Private Placement Warrants [Member]
Class of warrants redemption exercise price	$ 0.10
Class of warrant exercise price threshold	10
Public Warrants [Member]
Class of warrants redemption exercise price	0.01
Class of warrant exercise price threshold	$ 18
Common Class B [Member]
Common stock shares authorized	5,031,250
Common stock par value	$ 0.0001		$ 0.0001
Common Stock, Shares, Issued	5,031,250
Common Stock, Shares, Outstanding	5,031,250		4,312,500
Common Class B [Member] | Previously Reported [Member]
Common stock shares authorized	50,000,000
Common stock par value	$ 0.0001
Common Stock, Shares, Outstanding		4,312,500
Common Class B [Member] | Restatement Adjustment [Member]
Common Stock, Shares, Outstanding		5,031,250