Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2017 | Nov. 14, 2017 | |
Entity Registrant Name | Avista Healthcare Public Acquisition Corp. | |
Entity Central Index Key | 1,661,181 | |
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2017 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Document Fiscal Year Focus | 2,017 | |
Document Fiscal Period Focus | Q3 | |
Class A | ||
Entity Common Stock, Shares Outstanding | 31,000,000 | |
Class B | ||
Entity Common Stock, Shares Outstanding | 7,750,000 |
CONDENSED BALANCE SHEETS
CONDENSED BALANCE SHEETS - USD ($) | Sep. 30, 2017 | Dec. 31, 2016 |
Current assets | ||
Cash | $ 117,728 | $ 1,040,068 |
Prepaid expenses | 242,302 | 395,843 |
Total current assets | 360,030 | 1,435,911 |
Cash and cash equivalents held in trust account | 311,658,037 | 310,000,000 |
Accrued interest receivable held in trust account | 39,744 | |
Total assets | 312,057,811 | 311,435,911 |
Current liabilities | ||
Offering costs payable | 427,578 | |
Accrued expenses | 2,696,066 | 50,782 |
Total current liabilities | 2,696,066 | 478,360 |
Deferred underwriting commission | 10,850,000 | 10,850,000 |
Total liabilities | 13,546,066 | 11,328,360 |
COMMITMENTS | ||
Class A ordinary shares subject to possible redemption, $0.0001 par value; 29,191,301 and 29,510,755 shares at conversion value at September 30, 2017 and December 31, 2016 | 293,511,740 | 295,107,550 |
Shareholders' equity | ||
Additional paid-in capital | 6,828,715 | 5,232,937 |
Accumulated deficit | (1,829,666) | (233,860) |
Total shareholders' equity | 5,000,005 | 5,000,001 |
Total liabilities and shareholders' equity | 312,057,811 | 311,435,911 |
Class A | ||
Shareholders' equity | ||
Ordinary shares, value | 181 | 149 |
Class B | ||
Shareholders' equity | ||
Ordinary shares, value | $ 775 | $ 775 |
CONDENSED BALANCE SHEETS (Paren
CONDENSED BALANCE SHEETS (Parenthetical) - $ / shares | 9 Months Ended | 12 Months Ended |
Sep. 30, 2017 | Dec. 31, 2016 | |
Class A ordinary shares subject to possible redemption, par value | $ 0.0001 | $ 0.0001 |
Class A ordinary shares subject to possible redemption, shares issued | 29,191,301 | 29,510,755 |
Preferred shares, par value (in dollar per share) | $ 0.0001 | $ 0.0001 |
Preferred shares, shares authorized | 1,000,000 | 1,000,000 |
Preferred shares, shares issued | 0 | 0 |
Preferred shares, shares outstanding | 0 | 0 |
Ordinary shares, par value (in dollar per share) | $ 0.0001 | $ 0.0001 |
Ordinary shares, shares authorized | 220,000,000 | 220,000,000 |
Class A | ||
Ordinary shares, par value (in dollar per share) | $ 0.0001 | $ 0.0001 |
Ordinary shares, shares authorized | 200,000,000 | 200,000,000 |
Ordinary shares, shares issued | 1,808,699 | 1,489,245 |
Ordinary shares, shares outstanding | 1,808,699 | 1,489,245 |
Ordinary shares subject to possible redemption | 29,191,301 | 29,510,755 |
Class B | ||
Ordinary shares, par value (in dollar per share) | $ 0.0001 | $ 0.0001 |
Ordinary shares, shares authorized | 20,000,000 | 20,000,000 |
Ordinary shares, shares issued | 7,750,000 | 7,750,000 |
Ordinary shares, shares outstanding | 7,750,000 | 7,750,000 |
CONDENSED STATEMENTS OF OPERATI
CONDENSED STATEMENTS OF OPERATIONS (UNAUDITED) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | ||
Formation and operating costs | $ 2,853,131 | $ 14,492 | $ 3,293,587 | $ 30,542 | |
Loss from operations | (2,853,131) | (14,492) | (3,293,587) | (30,542) | |
Other income: | |||||
Interest income | 736,128 | 1,697,781 | |||
Net loss | $ (2,117,003) | $ (14,492) | $ (1,595,806) | $ (30,542) | |
Weighted average number of shares outstanding, basic and diluted (in shares) | [1] | 9,278,550 | 7,500,000 | 9,259,196 | 7,500,000 |
Basic and diluted net loss per share | $ (0.30) | $ 0 | $ (0.35) | $ 0 | |
Founder Shares Transactions | Sponsor | |||||
Other income: | |||||
Shares excluded subject to forfeiture | 1,125,000 | 1,125,000 | 1,125,000 | 1,125,000 | |
[1] | Excludes an aggregate of up to 1,125,000 shares that are subject to forfeiture if the over-allotment option is not exercised in full by the underwriters at September 30. 2016 (see Note 6) |
CONDENSED STATEMENTS OF CASH FL
CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED) - USD ($) | 9 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2016 | |
Cash flows from operating activities: | ||
Net loss | $ (1,595,806) | $ (30,542) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Interest income received in the trust account | (1,658,037) | |
Change in operating assets and liabilities: | ||
Accrued interest receivable held in trust account | (39,744) | |
Prepaid expenses | 153,541 | |
Accrued expenses | 2,645,284 | 6,056 |
Net cash used in operating activities: | (494,762) | (24,486) |
Cash flows from financing activities: | ||
Proceeds from note payable to Sponsor | 125,000 | |
Payment of offering costs | (427,578) | (54,742) |
Net cash provided by/(used in) financing activities: | (427,578) | 70,258 |
Net decrease in cash | (922,340) | 45,772 |
Cash at beginning of period | 1,040,068 | 126,062 |
Cash at end of period | 117,728 | 171,834 |
Supplemental disclosure of non-cash financing activities: | ||
Offering costs included in deferred offering costs | $ 305,095 | |
Change in ordinary shares subject to possible redemption | $ (1,595,810) |
Organization and Plan of Busine
Organization and Plan of Business Operations | 9 Months Ended |
Sep. 30, 2017 | |
Organization and Plan of Business Operations | |
Organization and Plan of Business Operations | Note 1—Organization and Plan of Business Operations Organization and General Avista Healthcare Public Acquisition Corp. (the “ Company ”) was incorporated as a Cayman Islands exempted company on December 4, 2015. 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 (a “ Business Combination ”). The Company intends to focus its search for a target business in the healthcare industry, although it may seek to complete a Business Combination with an operating company in any industry or sector. The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “ Securities Act ”), as modified by the Jumpstart Our Business Startups Act of 2012 (as amended, the “ JOBS Act ”). The Company’s sponsor is Avista Acquisition Corp. (the “ Sponsor ”), which was incorporated on December 4, 2015. At September 30, 2017, the Company had not commenced any operations. All activity through September 30, 2017 relates to the Company’s formation, its initial public offering of 30,000,000 units (the “ Units”) at $10.00 per Unit, each consisting of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “ Class A Shares”), and one warrant (the “ Warrants”) to purchase one-half of one Class A Share (the “ Public Offering ”) and efforts directed towards locating a suitable initial Business Combination. The Company also granted the Underwriters (as defined below) of the Public Offering a 45-day option to purchase up to 4,500,000 additional Units to cover over-allotments (the “ Over-allotment Option ”). The Class A Shares sold as part of the Units in the Public Offering are sometimes referred to herein as the “public shares.” The Company will not generate any operating revenues until after completion of a Business Combination, at the earliest. Financing The registration statement for the Company’s Public Offering was declared effective by the U.S. Securities and Exchange Commission (the “ SEC ”) on October 7, 2016. The Public Offering closed on October 14, 2016 (the “ Close Date ”). The Sponsor and certain other accredited investors (the “ Initial Shareholders”) purchased an aggregate of 16,000,000 warrants (the “ Private Placement Warrants ”) at a purchase price of $0.50 per warrant, or $8,000,000 in the aggregate, in a private placement at the Close Date (the “ Private Placement ”). On November 28, 2016, the Company consummated the closing of the sale of 1,000,000 Units which were sold pursuant to the Over-allotment Option. The Company also consummated a simultaneous private placement of an additional 400,000 Private Placement Warrants with the Initial Shareholders. Following the closing of the Over-allotment Option and Private Placement, an additional $10,000,000 was placed into the Trust Account, after paying additional underwriting discounts of $200,000. The Company intends to finance a Business Combination with net proceeds from its $310,000,000 Public Offering and $8,200,000 Private Placement (see Note 3). Following the Public Offering, after paying underwriting discounts of $6,200,000 and funds designated for operational use of $2,000,000, the remaining net proceeds of $310,000,000 were deposited in a trust account with Continental Stock Transfer and Trust Company acting as trustee (the “ Trust Account ”) as described below. The Trust Account On January 6, 2017 the funds in the Trust Account were invested in U.S. government treasury bills, which matured on April 6, 2017. On April 6, 2017 the funds in the Trust Account were reinvested in U.S. government treasury bills, which matured on July 6, 2017. On July 6, 2017, the funds in the Trust Account were reinvested in US government treasury bills, which matured on August 3, 2017. On August 3, 2017, the funds in the Trust Account were reinvested in US government treasury bills, which matured on August 31, 2017. On August 31, 2017, the funds in the Trust Account were reinvested in US government treasury bills, which matured on September 28, 2017. On September 28, 2017, the funds in the Trust Account were reinvested in US government treasury bills, which matured on October 26, 2017. On October 26, 2017 the funds in the Trust Account were reinvested in U.S. government treasury bills, maturing on November 24, 2017. The funds in the Trust Account will continue to be invested in U.S. government treasury bills, or other similar investments until the earlier of (i) the consummation of the Business Combination and (ii) the Company’s failure to consummate a Business Combination within the prescribed time. Placing funds in the Trust Account may not protect those funds from third-party claims against the Company. Although the Company will seek to have all vendors, service providers (other than its independent auditors), prospective target businesses or other entities it engages execute agreements with the Company waiving any claim of any kind in or to any monies held in the Trust Account, there is no guarantee that such persons will execute such agreements. The Sponsor has agreed that it will be liable to the Company under certain circumstances if and to the extent any claims by such persons reduce the amount of funds in the Trust Account below a specified threshold. The Company has not independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and believes that the Sponsor’s only assets are securities of the Company. Therefore, the Sponsor may not be able to satisfy those obligations should they arise. The remaining net proceeds (not held in the Trust Account) may be used to pay for business, legal and accounting due diligence on prospective acquisitions and continuing general and administrative expenses as well as any taxes. The balance in the Trust Account as of September 30, 2017 was $311,697,781, of this amount $39,744 was accrued interest. Business Combination The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Public Offering, the sale of the Private Placement Warrants and the Over-allotment Option, 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 successfully effect a Business Combination. The Company will provide the holders of the public shares (the “ Public Shareholders ”) with the opportunity to redeem all or a portion of their public shares upon the completion of the Business Combination, either (i) in connection with a shareholder meeting called to approve the Business Combination or (ii) by means of a tender offer, in either case at a per‑share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of the Business Combination, including interest (which interest shall be net of taxes payable) divided by the number of then outstanding public shares. Notwithstanding the foregoing, if the Company seeks shareholder approval of the Business Combination and the Company does not conduct redemptions pursuant to the tender offer rules, 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 in Section 13(d)(3) 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% of the public shares. In connection with any shareholder vote required to approve any Business Combination, the Initial Shareholders have agreed (i) to vote any of their respective Ordinary Shares (as defined below) in favor of the Business Combination and (ii) not to redeem any of their Ordinary Shares in connection therewith. The NASDAQ rules require that the Business Combination must be with one or more target businesses that together have an aggregate fair market value equal to at least 80% of the balance in the Trust Account (less any Deferred Commissions (as defined below) and taxes payable on interest earned) at the time of the Company signing a definitive agreement in connection with the Business Combination. If the Company has not completed a Business Combination by October 14, 2018, 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 (which interest shall be net of taxes payable, and less up to $50,000 of interest to pay dissolution expenses) divided by the number of then outstanding public shares, which redemption will completely extinguish the rights of the Public Shareholders as Shareholders (including the right to receive further liquidation 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 its 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. In the event of a liquidation, the Public Shareholders will be entitled to receive a full pro rata interest in the Trust Account (initially anticipated to be approximately $10.00 per share, plus any pro rata interest earned on the Trust Account not previously released to the Company and less up to $50,000 of interest to pay dissolution expenses). There will be no redemption rights or liquidating distributions with respect to the Founder Shares (as defined below) or the Private Placement Warrants, which will expire worthless if the Company fails to complete a Business Combination within the 24‑month time period. Proposed Business Combination On August 21, 2017, the Company, Avista Healthcare Merger Sub, Inc. (“ Merger Sub ”), Avista Healthcare NewCo, LLC (“ NewCo ”), Envigo International Holdings, Inc. (“ Envigo ”), and Jermyn Street Associates, LLC, solely in its capacity as Shareholder Representative, entered into a Transaction Agreement (the “ Transaction Agreement ”). Pursuant to the Transaction Agreement, among other things, (i) the Company will transfer by way of continuation out of the Cayman Islands into the State of Delaware or domesticate as a Delaware corporation in accordance with Section 388 of the Delaware General Corporation Law, as amended and the Cayman Islands Companies Law (2016 Revision); (ii) Merger Sub will merge with and into Envigo, the separate corporate existence of Merger Sub will cease and Envigo will be the surviving corporation and a direct wholly-owned subsidiary of the Company (the “ First Merger ”) (Envigo, in its capacity as the surviving corporation in the First Merger, is sometimes referred to as the “ Surviving Corporation ”) and (iii) the Surviving Corporation will merge with and into NewCo, the separate corporate existence of the Surviving Corporation will cease and NewCo will be the surviving company and a direct wholly-owned subsidiary of the Company. For additional information regarding the Transaction Agreement, the Parent Sponsor Letter Agreement and the Business Combination, see the Current Report on Form 8-K filed by the Company on August 22, 2017. Liquidity As of September 30, 2017, the Company had a working capital deficit of $2,336,036. In order to preserve liquidity, as of April 30, 2017, the affiliate of the Sponsor (the “ Affiliate ”) has agreed to defer payment of the monthly administrative fee under the Administrative Services Agreement until the initial Business Combination, at which time all such accrued but unpaid fees will be paid to the Affiliate. In addition certain vendors have agreed to defer the payment of invoices until the close or termination of the Proposed Business Combination. The Company issued to the Sponsor on August 11, 2017, an unsecured promissory note pursuant to which the Company is permitted to borrow up to $300,000 in aggregate principal amount. The Company has not drawn amounts under this note. This note is non-interest bearing and payable on the earlier of October 14, 2018 or the closing of the Proposed Business Combination. Based on the foregoing, management believes that the Company will have sufficient working capital to continue as a going concern until the earlier of October 14, 2018 or the close or termination of the Proposed Business Combination. |
Significant Accounting Policies
Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2017 | |
Significant Accounting Policies | |
Significant Accounting Policies | Note 2—Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in U.S dollars in accordance with accounting principles generally accepted in the United States of America (“ US GAAP ”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 10 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with US GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all of the information and footnotes necessary for a comprehensive presentation of the financial position, results of operations or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s form 10-K, as filed with the SEC on March 28, 2017. Operating results for the nine months ended September 30, 2017 are not necessarily indicative of the results that may be expected for the year ending December 31, 2017 or any other future period. Emerging Growth Company Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. Use of Estimates The preparation of the Company’s financial statements in conformity with US 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. Actual results could differ from those estimates. Cash and Cash Equivalents The Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. 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. Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC 820, Fair Value Measurements and Disclosures, approximates the carrying amounts represented in the balance sheet. Fair Value Measurement ASC 820 establishes a fair value hierarchy that prioritizes and ranks the level of observability of inputs used to measure investments at fair value. The observability of inputs is impacted by a number of factors, including the type of investment, characteristics specific to the investment, market conditions and other factors. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level I measurements) and the lowest priority to unobservable inputs (Level III measurements). Investments with readily available quoted prices or for which fair value can be measured from quoted prices in active markets will typically have a higher degree of input observability and a lesser degree of judgment applied in determining fair value. The three levels of the fair value hierarchy under ASC 820 are as follows: Level I – Quoted prices (unadjusted) in active markets for identical investments at the measurement date are used. Level II – Pricing inputs are other than quoted prices included within Level I that are observable for the investment, either directly or indirectly. Level II pricing inputs include quoted prices for similar investments in active markets, quoted prices for identical or similar investments in markets that are not active, inputs other than quoted prices that are observable for the investment, and inputs that are derived principally from or corroborated by observable market data by correlation or other means. Level III – Pricing inputs are unobservable and include situations where there is little, if any, market activity for the investment. The inputs used in determination of fair value require significant judgment and estimation. In some cases, the inputs used to measure fair value might fall within different levels of the fair value hierarchy. In such cases, the level in the fair value hierarchy within which the investment is categorized in its entirety is determined based on the lowest level input that is significant to the investment. Assessing the significance of a particular input to the valuation of an investment in its entirety requires judgment and considers factors specific to the investment. The categorization of an investment within the hierarchy is based upon the pricing transparency of the investment and does not necessarily correspond to the perceived risk of that investment. The following table presents information about the Company’s assets that are measured at fair value on a recurring basis as of September 30, 2017. Description September 30, 2017 Level 1 Level 2 Level 3 Investments and cash held in Trust Account $ 311,697,781 $ 311,697,781 $ — $ — Total $ 311,697,781 $ 311,697,781 $ — $ — Offering Costs The Company complies with the requirements of ASC 340-10-S99-1 and SEC Staff Accounting Bulletin Topic 5A; “Expenses of Offering”. The Company incurred offering costs in connection with its Public Offering of $833,589, primarily consisting of accounting and legal services, securities registration expenses and exchange listing fees, and excluding $6,200,000 in underwriting discounts and $10,850,000 in deferred underwriting discounts. These offering costs, along with underwriting discounts, were charged to shareholders’ equity. Net Income (Loss) Per Share The Company complies with accounting and disclosure requirements ASC Topic 260, “Earnings Per Share.” Net income/(loss) per ordinary share is computed by dividing net income/(loss) attributable to ordinary shares by the weighted average number of ordinary shares outstanding for the period. Ordinary shares subject to possible redemption at September 30, 2017, which are not currently redeemable and are not redeemable at fair value, have been excluded from the calculation of basic income per share since such shares, if redeemed, only participate in their pro rata share of the Trust Account earnings. Also excluded, to the extent dilutive, is the incremental number of Class A Shares to settle the Private Placement Warrants and the Warrants included in the Units. At September 30, 2017, the Company had outstanding warrants for the purchase of up to 23,700,000 Class A Shares. For the period ended September 30, 2017, the weighted average of these shares was excluded from the calculation of diluted net income/(loss) per ordinary share since the exercise of the warrants is contingent on the occurance of future events. As a result, diluted net income/(loss) per ordinary share is equal to basic net income/(loss) per ordinary share. Reconciliation Of Net Income (Loss) Per Share The Company’s net loss is adjusted for the portion of income that is attributable to ordinary shares subject to redemption, as these shares only participate in the income of the Trust Account and not the losses of the Company. Accordingly, basic and diluted loss per ordinary share is calculated as follows: Three Months Nine Months Ended Ended September 30, 2017 September 30, 2017 Net loss $ (2,117,003) $ (1,595,806) Less: Income attributable to ordinary shares subject to redemption (693,179) (1,598,724) Adjusted net loss $ (2,810,182) $ (3,194,530) Weighted average shares outstanding, basic and diluted 9,278,550 9,259,196 Basic and diluted net loss per ordinary share $ (0.30) $ (0.35) Income Taxes The Company accounts for income taxes under FASB ASC 740, Income Taxes (“ ASC 740 ”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position 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 recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits as of September 30, 2017. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. There is currently no taxation imposed on income by the Government of the Cayman Islands. Recent Accounting Standards 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 balance sheet. Subsequent Events On October 26, 2017, the Company invested the funds held in the Trust Account in U.S. Treasury Bills maturing on November 24, 2017. Other than the foregoing, management has performed an evaluation of subsequent events from September 30, 2017 through the date which these financial statements were issued. Based upon the review, management did not identify any recognized or non-recognized subsequent events that would have required adjustment or disclosure in the financial statements. |
Public Offering
Public Offering | 9 Months Ended |
Sep. 30, 2017 | |
Public Offering | |
Public Offering | Note 3—Public Offering In the Public Offering, the Company issued and sold 31,000,000 Units at a price of $10.00 per Unit, including 1,000,000 Units issued upon exercise of the Over-allotment Option. The ordinary shares and warrants comprising the Units began separate trading on November 29, 2016. The holders have the option to continue to hold Units or separate their Units into the component securities. Each Unit consists of one Class A Share and one Warrant to purchase one‑half of one Class A Share. Two Warrants must be exercised for one whole Class A Share at a price of $11.50 per share. The Warrants will become exercisable on the later of 30 days after completion of the Business Combination or 12 months after the Close Date and will expire five years from the completion of the Business Combination or earlier upon redemption or liquidation. The Company may redeem the Warrants at a price of $0.01 per Warrant upon 30 days’ notice, only in the event that the last sale price of the Class A Shares is at least $24.00 per share (as adjusted for share splits, share dividends, rights issuances, subdivisions, reorganizations, recapitalizations and the like) for any 20 trading days within a 30‑trading day period ending on the third trading day prior to the date on which notice of redemption is given. The Company will not redeem the Warrants unless a registration statement under the Securities Act covering the Class A Shares issuable upon exercise of the Warrants is effective and a current prospectus relating to those shares is available throughout the 30 day redemption period, unless the Warrants may be exercised on a cashless basis and such cashless exercise is exempt from registration under the Securities Act. If the Company redeems the Warrants as described above, management will have the option to require all holders that wish to exercise their Warrants to do so on a cashless basis, provided an exemption from registration is available. No Warrants will be exercisable for cash unless the Company has an effective registration statement covering the Class A Shares issuable upon exercise of the Warrants and a current prospectus relating to such shares. If the shares issuable upon exercise of the Warrants are not registered under the Securities Act, holders will be permitted to exercise their Warrants on a cashless basis. However, no Warrant will be exercisable for cash or on a cashless basis, and the Company will not be obligated to issue any Class A Shares to holders seeking to exercise their Warrants, unless the issuance of the Class A Shares upon such exercise is registered or qualified under the securities laws of the state of the exercising holder, or an exemption is available. |
Commitments
Commitments | 9 Months Ended |
Sep. 30, 2017 | |
Commitments | |
Commitments | Note 4—Commitments Underwriting Agreement The Company entered into an agreement with the underwriters (the “ Underwriters ”) of the Public Offering (“ Underwriting Agreement ”) that required the Company to pay an underwriting discount of 2.0% of the gross proceeds of the Public Offering and Over-allotment Option to the Underwriters at the Close Date of the Public Offering. The Company will pay the Underwriters a deferred underwriting discount of 3.5% of the gross proceeds of the Public Offering and Over-allotment Option (“ Deferred Commissions ”) at the time of the closing of the Business Combination. The Deferred Commission was placed in the Trust Account at the completion of the Public Offering and will be forfeited if the Company is unable to complete a Business Combination in the prescribed time. Registration Rights Holders of the Founder Shares, the Private Placement Warrants, and warrants that may be issued on conversion of working capital loans (and any Class A Shares issuable upon exercise of such warrants and upon conversion of the Founder Shares) will be entitled to registration rights with respect to such securities (in the case of the Founder Shares, only after conversion to Class A Shares) pursuant to an agreement signed on the effective date of the Public Offering. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities for resale. In addition, the holders have certain “piggy‑back” registration rights with respect to registration statements filed subsequent to the Business Combination. However, the registration rights agreement will provide that the Company will not permit any registration statement to become effective until termination of applicable lock‑up periods with respect to such securities. |
Cash Held in Trust Account
Cash Held in Trust Account | 9 Months Ended |
Sep. 30, 2017 | |
Cash Held in Trust Account | |
Cash Held in Trust Account | Note 5—Cash Held in Trust Account Gross proceeds of $310,000,000 and $8,200,000 from the Public Offering and Over-allotment Option, and Private Placement, respectively, less underwriting discounts of $6,200,000 and $2,000,000 designated for offering expenses and to fund the Company’s ongoing administrative and acquisition search costs, were held in the Trust Account at the close date. |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2017 | |
Related Party Transactions | |
Related Party Transactions | Note 6—Related Party Transactions Related Party Loans The Company issued to the Sponsor on December 14, 2015, as amended and restated on September 1, 2016, an unsecured promissory note pursuant to which the Company was permitted to borrow up to $300,000 in aggregate principal amount. Between inception and the Close Date, the Company borrowed $300,000. This note was non-interest bearing and was repaid in full to the Sponsor at the Close Date. The Company issued to the Sponsor on August 11, 2017, an unsecured promissory note pursuant to which the Company is permitted to borrow up to $300,000 in aggregate principal amount. The Company has not drawn amounts under this note. This note is non-interest bearing and payable on the earlier of October 14, 2018 or the closing of the Business Combination. The Sponsor may make a working capital loan to the Company and up to $1,500,000 of such loan may be converted into warrants, at the price of $0.50 per warrant at the option of the Sponsor. Such warrants would be identical to the Private Placement Warrants. Administrative Services Agreement The Company presently occupies office space provided by an Affiliate. The Affiliate has agreed that, until the Company consummates a Business Combination, it will make such office space, as well as certain support services, available to the Company, as may be required by the Company from time to time. The Company will pay the Affiliate an aggregate of $10,000 per month for such office space and support services. As of April 30, 2017, the Affiliate has agreed to defer payment of the monthly administrative fee under the Administrative Services Agreement until the initial Business Combination, at which time all such accrued but unpaid fees will be paid to the Affiliate. Private Placement Warrants The Initial Shareholders purchased 16,000,000 Private Placement Warrants at $0.50 per warrant (for an aggregate purchase price of $8,000,000) from the Company in a Private Placement on the Close Date. A portion of the proceeds from the sale of the Private Placement Warrants were placed into the Trust Account. The Initial Shareholders have also purchased an additional 400,000 Private Placement Warrants at $0.50 per warrant (for an aggregate purchase price of $200,000) simultaneously with the underwriter’s exercise of the Over-Allotment Option. Each Private Placement Warrant is exercisable for one‑half of one Class A Share. Two Private Placement Warrants must be exercised for one whole Class A Share at a price of $11.50 per share. The Private Placement Warrants are identical to the Warrants included in the Units to be sold in the Public Offering except that the Private Placement Warrants: (i) will not be redeemable by the Company and (ii) may be exercised for cash or on a cashless basis, as described in the registration statement relating to the Public Offering, so long as they are held by the Initial Shareholders or any of their permitted transferees. Additionally, the Initial Shareholders have agreed not to transfer, assign or sell any of the Private Placement Warrants, including the Class A Shares issuable upon exercise of the Private Placement Warrants (except to certain permitted transferees), until 30 days after the completion of the Business Combination. Founder Shares In connection with the organization of the Company, on December 14, 2015, an aggregate of 8,625,000 Class B Shares (the “ Founder Shares ”) were sold to the Sponsor at a price of approximately $0.003 per share, for an aggregate price of $25,000. In October 2016, the Sponsor transferred 50,000 Founder Shares to each of the Company’s independent directors at a price per share of approximately $0.003 per share. In addition, at such time, each of our independent directors purchased an additional 421,250 Founder Shares from our Sponsor at a price per share of approximately $0.003 per share. The 8,625,000 Founder Shares included an aggregate of up to 1,125,000 shares that were subject to forfeiture if the Over‑allotment Option was not exercised in full by the Underwriters in order to maintain the Initial Shareholders’ ownership at 20% of the issued and outstanding Ordinary Shares upon completion of the Public Offering. Following the partial exercise of the Over-allotment Option, 875,000 Founder Shares were forfeited in order to maintain the Initial Shareholder’s ownership at 20% of the issued and outstanding Ordinary shares. The Founder Shares are identical to the Class A Shares included in the Units sold in the Public Offering, except that the Founder Shares (i) have the voting rights described in Note 7, (ii) are subject to certain transfer restrictions described below, and (iii) are convertible into Class A Shares on a one‑for‑one basis, subject to adjustment pursuant to the anti‑dilution provisions contained therein. The Founder Shares may not be transferred, assigned or sold until the earlier of (i) one year after the completion of the Business Combination and (ii) the date on which the Company completes a liquidation, merger, share exchange, reorganization or other similar transaction after the Business Combination that results in all of the Public Shareholders having the right to exchange their Class A Shares for cash, securities or other property. Notwithstanding the foregoing, if the last sale price of the Class A Shares equals or exceeds $12.00 per share (as adjusted for share splits, share dividends, rights issuances, subdivisions, reorganizations, recapitalizations and the like) for any 20 trading days within any 30 trading day period commencing at least 150 days after the Business Combination, the Founder Shares will be released from the lock‑up. |
Shareholders' Equity
Shareholders' Equity | 9 Months Ended |
Sep. 30, 2017 | |
Shareholders' Equity | |
Shareholders' Equity | Note 7—Shareholders’ Equity Preferred Shares The Company is authorized to issue 1,000,000 preferred shares with a par value of $0.0001. The Company’s board of directors will be authorized to fix the voting rights, if any, designations, powers, preferences, the relative, participating, optional or other special rights and any qualifications, limitations and restrictions thereof, applicable to the shares of each series. The board of directors will be able to, without shareholder approval, issue preferred shares with voting and other rights that could adversely affect the voting power and other rights of the holders of the Ordinary Shares and could have anti‑takeover effects. At September 30, 2017 there were no preferred shares issued or outstanding. Ordinary Shares The Company is authorized to issue 200,000,000 Class A Shares, with a par value of $0.0001 each, and 20,000,000 Class B ordinary shares, with a par value of $0.0001 each (the “ Class B Shares ” and, together with the Class A Shares, the “ Ordinary Shares ”). Holders of the Ordinary Shares are entitled to one vote for each Ordinary Share; provided , that only holders of the Class B Shares have the right to vote on the election of directors prior to the Business Combination. The Class B Shares will automatically convert into Class A Shares at the time of the Business Combination, on a one‑for‑one basis, subject to adjustment for share splits, share dividends, rights issuances, subdivisions, reorganizations, recapitalizations and the like, and subject to further adjustment as provided herein. In the case that additional Class A Shares, or equity‑linked securities, are issued or deemed issued in excess of the amounts sold in the Public Offering and related to the closing of the Business Combination, the ratio at which the Class B Shares shall convert into Class A Shares will be adjusted (unless the holders of a majority of the outstanding Class B ordinary shares agree to waive such anti‑dilution adjustment with respect to any such issuance or deemed issuance) so that the number of Class A Shares issuable upon conversion of all Class B Shares will equal, in the aggregate, 20% of the sum of all Ordinary Shares outstanding upon completion of the Public Offering plus all Class A Shares and equity‑linked securities issued or deemed issued in connection with the Business Combination, excluding any Ordinary Shares or equity‑linked securities issued, or to be issued, to any seller in the Business Combination. Holders of Founder Shares may also elect to convert their Class B Shares into an equal number of Class A Shares, subject to adjustment as provided above, at any time. At September 30, 2017 there were 31,000,000 Class A Shares issued and outstanding, of which 29,191,301 shares were subject to possible redemption and are classified outside of shareholders’ equity at the balance sheet date and 7,750,000 Class B Shares issued and outstanding. Redeemable Ordinary Shares The Class A Shares subject to possible redemption will be recorded at redemption value and classified as temporary equity in accordance with Financial Accounting Standards Board (“ FASB ”) Accounting Standards Update (“ ASU ”) 480, Distinguishing Liabilities from Equity. The Company will proceed with a Business Combination only if it has net tangible assets of at least $5,000,001 upon consummation of the Business Combination and, in the case of a shareholder vote, a majority of the outstanding Ordinary Shares voted are voted in favor of the Business Combination. Accordingly, at September 30, 2017, 29,191,301 of the Company’s 31,000,000 Class A Shares were classified outside of permanent equity at their redemption value. |
Significant Accounting Polici13
Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2017 | |
Significant Accounting Policies | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in U.S dollars in accordance with accounting principles generally accepted in the United States of America (“ US GAAP ”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 10 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with US GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all of the information and footnotes necessary for a comprehensive presentation of the financial position, results of operations or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s form 10-K, as filed with the SEC on March 28, 2017. Operating results for the nine months ended September 30, 2017 are not necessarily indicative of the results that may be expected for the year ending December 31, 2017 or any other future period. |
Emerging Growth Company | Emerging Growth Company Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. |
Use of Estimates | Use of Estimates The preparation of the Company’s financial statements in conformity with US 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. Actual results could differ from those estimates. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. |
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. |
Financial Instruments | Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC 820, Fair Value Measurements and Disclosures, approximates the carrying amounts represented in the balance sheet. |
Fair Value Measurement | Fair Value Measurement ASC 820 establishes a fair value hierarchy that prioritizes and ranks the level of observability of inputs used to measure investments at fair value. The observability of inputs is impacted by a number of factors, including the type of investment, characteristics specific to the investment, market conditions and other factors. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level I measurements) and the lowest priority to unobservable inputs (Level III measurements). Investments with readily available quoted prices or for which fair value can be measured from quoted prices in active markets will typically have a higher degree of input observability and a lesser degree of judgment applied in determining fair value. The three levels of the fair value hierarchy under ASC 820 are as follows: Level I – Quoted prices (unadjusted) in active markets for identical investments at the measurement date are used. Level II – Pricing inputs are other than quoted prices included within Level I that are observable for the investment, either directly or indirectly. Level II pricing inputs include quoted prices for similar investments in active markets, quoted prices for identical or similar investments in markets that are not active, inputs other than quoted prices that are observable for the investment, and inputs that are derived principally from or corroborated by observable market data by correlation or other means. Level III – Pricing inputs are unobservable and include situations where there is little, if any, market activity for the investment. The inputs used in determination of fair value require significant judgment and estimation. In some cases, the inputs used to measure fair value might fall within different levels of the fair value hierarchy. In such cases, the level in the fair value hierarchy within which the investment is categorized in its entirety is determined based on the lowest level input that is significant to the investment. Assessing the significance of a particular input to the valuation of an investment in its entirety requires judgment and considers factors specific to the investment. The categorization of an investment within the hierarchy is based upon the pricing transparency of the investment and does not necessarily correspond to the perceived risk of that investment. The following table presents information about the Company’s assets that are measured at fair value on a recurring basis as of September 30, 2017. Description September 30, 2017 Level 1 Level 2 Level 3 Investments and cash held in Trust Account $ 311,697,781 $ 311,697,781 $ — $ — Total $ 311,697,781 $ 311,697,781 $ — $ — |
Offering Costs | Offering Costs The Company complies with the requirements of ASC 340-10-S99-1 and SEC Staff Accounting Bulletin Topic 5A; “Expenses of Offering”. The Company incurred offering costs in connection with its Public Offering of $833,589, primarily consisting of accounting and legal services, securities registration expenses and exchange listing fees, and excluding $6,200,000 in underwriting discounts and $10,850,000 in deferred underwriting discounts. These offering costs, along with underwriting discounts, were charged to shareholders’ equity. |
Net Income Per Share | Net Income (Loss) Per Share The Company complies with accounting and disclosure requirements ASC Topic 260, “Earnings Per Share.” Net income/(loss) per ordinary share is computed by dividing net income/(loss) attributable to ordinary shares by the weighted average number of ordinary shares outstanding for the period. Ordinary shares subject to possible redemption at September 30, 2017, which are not currently redeemable and are not redeemable at fair value, have been excluded from the calculation of basic income per share since such shares, if redeemed, only participate in their pro rata share of the Trust Account earnings. Also excluded, to the extent dilutive, is the incremental number of Class A Shares to settle the Private Placement Warrants and the Warrants included in the Units. At September 30, 2017, the Company had outstanding warrants for the purchase of up to 23,700,000 Class A Shares. For the period ended September 30, 2017, the weighted average of these shares was excluded from the calculation of diluted net income/(loss) per ordinary share since the exercise of the warrants is contingent on the occurance of future events. As a result, diluted net income/(loss) per ordinary share is equal to basic net income/(loss) per ordinary share. Reconciliation Of Net Income (Loss) Per Share The Company’s net loss is adjusted for the portion of income that is attributable to ordinary shares subject to redemption, as these shares only participate in the income of the Trust Account and not the losses of the Company. Accordingly, basic and diluted loss per ordinary share is calculated as follows: Three Months Nine Months Ended Ended September 30, 2017 September 30, 2017 Net loss $ (2,117,003) $ (1,595,806) Less: Income attributable to ordinary shares subject to redemption (693,179) (1,598,724) Adjusted net loss $ (2,810,182) $ (3,194,530) Weighted average shares outstanding, basic and diluted 9,278,550 9,259,196 Basic and diluted net loss per ordinary share $ (0.30) $ (0.35) |
Income Taxes | Income Taxes The Company accounts for income taxes under FASB ASC 740, Income Taxes (“ ASC 740 ”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position 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 recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits as of September 30, 2017. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. There is currently no taxation imposed on income by the Government of the Cayman Islands. |
Recent Accounting Standards | Recent Accounting Standards 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 balance sheet. |
Subsequent Events | Subsequent Events On October 26, 2017, the Company invested the funds held in the Trust Account in U.S. Treasury Bills maturing on November 24, 2017. Other than the foregoing, management has performed an evaluation of subsequent events from September 30, 2017 through the date which these financial statements were issued. Based upon the review, management did not identify any recognized or non-recognized subsequent events that would have required adjustment or disclosure in the financial statements. |
Significant Accounting Polici14
Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Significant Accounting Policies | |
Schedule of fair value of assets | The following table presents information about the Company’s assets that are measured at fair value on a recurring basis as of September 30, 2017. Description September 30, 2017 Level 1 Level 2 Level 3 Investments and cash held in Trust Account $ 311,697,781 $ 311,697,781 $ — $ — Total $ 311,697,781 $ 311,697,781 $ — $ — |
Schedule on net income (loss) per share | Three Months Nine Months Ended Ended September 30, 2017 September 30, 2017 Net loss $ (2,117,003) $ (1,595,806) Less: Income attributable to ordinary shares subject to redemption (693,179) (1,598,724) Adjusted net loss $ (2,810,182) $ (3,194,530) Weighted average shares outstanding, basic and diluted 9,278,550 9,259,196 Basic and diluted net loss per ordinary share $ (0.30) $ (0.35) |
Organization and Plan of Busi15
Organization and Plan of Business Operations - Organization and General (Details) - USD ($) | Nov. 28, 2016 | Oct. 14, 2016 | Sep. 30, 2017 | Dec. 31, 2016 |
Organization and Financing | ||||
Par value of common stock (in dollars per share) | $ 0.0001 | $ 0.0001 | ||
Revenue | $ 0 | |||
Class A | ||||
Organization and Financing | ||||
Par value of common stock (in dollars per share) | $ 0.0001 | $ 0.0001 | ||
IPO | ||||
Organization and Financing | ||||
Sale of units | 310,000,000 | 30,000,000 | ||
Price of units (in dollars per unit) | $ 10 | $ 10 | ||
Number of warrants included in each unit | 1 | 1 | ||
IPO | Class A | ||||
Organization and Financing | ||||
Number of shares of common stock included in each unit | 1 | 1 | ||
Par value of common stock (in dollars per share) | $ 0.0001 | |||
Number of shares called by each warrant | 0.5 | 0.5 | ||
Over-Allotment Option | ||||
Organization and Financing | ||||
Sale of units | 1,000,000 | |||
Term of option to purchase additional units | 45 days | |||
Over-Allotment Option | Maximum | ||||
Organization and Financing | ||||
Additional units available for purchase | 4,500,000 |
Organization and Plan of Busi16
Organization and Plan of Business Operations - Financing (Details) - USD ($) | Nov. 28, 2016 | Oct. 14, 2016 | Sep. 30, 2017 |
Private Placement | |||
Organization and Financing | |||
Warrants issued (in shares) | 400,000 | 16,000,000 | |
Purchase price of warrants | $ 0.50 | ||
Aggregate value of warrants, net of proceeds reserved for operations | $ 8,000,000 | ||
Aggregate value of warrants | 8,200,000 | ||
IPO | |||
Organization and Financing | |||
Net proceeds from sale of units | 310,000,000 | ||
Payment of underwriting discounts | 6,200,000 | ||
Funds designated for operational use | $ 2,000,000 | ||
Sale of units | 310,000,000 | 30,000,000 | |
Over-Allotment Option | |||
Organization and Financing | |||
Sale of units | 1,000,000 | ||
Over-Allotment Option and Private Placement | |||
Organization and Financing | |||
Payment of underwriting discounts | $ 200,000 | ||
Over-Allotment Option and Private Placement | Assets held in trust | |||
Organization and Financing | |||
Net proceeds from sale of units | $ 10,000,000 |
Organization and Plan of Busi17
Organization and Plan of Business Operations - The Trust Account (Details) | Sep. 30, 2017USD ($) |
The Trust Account | |
Accrued interest receivable held in trust account | $ 39,744 |
U.S. Treasury bills | Fair Value, Inputs, Level 1 | |
The Trust Account | |
Cash balance in the Trust Account | $ 311,697,781 |
Organization and Plan of Busi18
Organization and Plan of Business Operations - Business Combination and Liquidity (Details) | 9 Months Ended | |
Sep. 30, 2017USD ($)item$ / shares | Aug. 11, 2017USD ($) | |
Business Combination | ||
Business combination, redemption valuation period prior to consummation | 2 days | |
Uncompleted business combination, wind-up period | 10 days | |
Liquidity | ||
Cash held outside of the Trust Account available for working capital | $ 2,336,036 | |
Promissory note amount | $ 300,000 | |
Minimum | ||
Business Combination | ||
Number of target businesses for Business Combination | item | 1 | |
Class A | Maximum | ||
Business Combination | ||
Percent of aggregate public shares that may be redeemed by a shareholder | 15.00% | |
Assets held in trust | ||
Business Combination | ||
Price of units (in dollars per unit) | $ / shares | $ 10 | |
Assets held in trust | Maximum | ||
Business Combination | ||
Portion of interest income allowed to pay dissolution expenses | $ 50,000 | |
Assets held in trust | Minimum | ||
Business Combination | ||
Business combination, fair value percent of assets held in trust | 80.00% |
Significant Accounting Polici19
Significant Accounting Policies (Details) - USD ($) | Oct. 14, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | Dec. 31, 2016 | Aug. 11, 2017 | |
Concentration of Credit Risk | ||||||||
Federal depository insurance coverage | $ 250,000 | $ 250,000 | ||||||
Fair Value Measurement | ||||||||
Investment and cash held in Trust Account | 311,697,781 | 311,697,781 | ||||||
Total | 311,697,781 | 311,697,781 | ||||||
Net Income (Loss) Per Share | ||||||||
Net loss | (2,117,003) | $ (14,492) | (1,595,806) | $ (30,542) | ||||
Less: Income attributable to ordinary shares subject to redemption | (693,179) | (1,598,724) | ||||||
Adjusted net loss | $ (2,810,182) | $ (3,194,530) | ||||||
Weighted Average Number of Shares Outstanding, Basic and Diluted | [1] | 9,278,550 | 7,500,000 | 9,259,196 | 7,500,000 | |||
Earnings Per Share, Basic and Diluted | $ (0.30) | $ 0 | $ (0.35) | $ 0 | ||||
Income Taxes | ||||||||
Unrecognized tax benefits | $ 0 | $ 0 | ||||||
Subsequent events | ||||||||
Promissory note amount | $ 300,000 | |||||||
Fair Value, Inputs, Level 1 | ||||||||
Fair Value Measurement | ||||||||
Investment and cash held in Trust Account | 311,697,781 | 311,697,781 | ||||||
Total | $ 311,697,781 | $ 311,697,781 | ||||||
Class A | ||||||||
Net Income (Loss) Per Share | ||||||||
Outstanding warrants to purchase Class A Shares | 23,700,000 | |||||||
Ordinary shares subject to possible redemption | 29,191,301 | 29,510,755 | ||||||
IPO | ||||||||
Offering Costs | ||||||||
Offering Costs | $ 833,589 | |||||||
Underwriting discounts | 6,200,000 | |||||||
Deferred underwriting commission | $ 10,850,000 | |||||||
[1] | Excludes an aggregate of up to 1,125,000 shares that are subject to forfeiture if the over-allotment option is not exercised in full by the underwriters at September 30. 2016 (see Note 6) |
Public Offering (Details)
Public Offering (Details) - $ / shares | Nov. 28, 2016 | Oct. 14, 2016 | Sep. 30, 2017 |
Public Offering | |||
Period after the completion of the Business Combination for exercise of warrants (in days) | 30 days | ||
Period from closing of Public Offering for exercise of warrants (in months) | 12 months | ||
Expiration period of warrants after completion of the Business Combination | 5 years | ||
Redemption price per warrant | $ 0.01 | ||
Redemption notice period | 30 days | ||
Warrants redemption covenant, threshold trading days | 20 days | ||
Warrants redemption covenant, threshold consecutive trading days | 30 days | ||
Class A | |||
Public Offering | |||
Number of warrants required for conversion to one whole share | 2 | ||
Exercise price | $ 11.50 | ||
Minimum price per share required for redemption of warrants | $ 24 | ||
IPO | |||
Public Offering | |||
Sale of units | 310,000,000 | 30,000,000 | |
Price of units (in dollars per unit) | $ 10 | $ 10 | |
Number of warrants included in each unit | 1 | 1 | |
IPO | Class A | |||
Public Offering | |||
Number of shares of common stock included in each unit | 1 | 1 | |
Number of shares called by each warrant | 0.5 | 0.5 | |
Over-Allotment Option | |||
Public Offering | |||
Sale of units | 1,000,000 | ||
IPO and Over-Allotment Option | |||
Public Offering | |||
Sale of units | 31,000,000 |
Commitments (Details)
Commitments (Details) - item | Sep. 30, 2017 | Oct. 14, 2016 |
Registration Rights | ||
Maximum number of demands | 3 | |
IPO | ||
Underwriting Agreement | ||
Underwriting discount | 2.00% | |
Deferred underwriting discount | 3.50% | |
Over-Allotment Option | ||
Underwriting Agreement | ||
Underwriting discount | 2.00% | |
Deferred underwriting discount | 3.50% |
Cash Held in Trust Account (Det
Cash Held in Trust Account (Details) - USD ($) | Oct. 14, 2016 | Sep. 30, 2017 | Sep. 30, 2017 |
Cash Held in Trust Account | |||
Interest income | $ 736,128 | $ 1,697,781 | |
U.S. Treasury bills | Fair Value, Inputs, Level 1 | |||
Cash Held in Trust Account | |||
Cash balance in the Trust Account | $ 311,697,781 | $ 311,697,781 | |
IPO and Over-Allotment Option | |||
Cash Held in Trust Account | |||
Net proceeds from sale of units | $ 310,000,000 | ||
Private Placement | |||
Cash Held in Trust Account | |||
Proceeds from issuance of Private Placement Warrants | 8,200,000 | ||
IPO | |||
Cash Held in Trust Account | |||
Net proceeds from sale of units | 310,000,000 | ||
Underwriting discounts | 6,200,000 | ||
Funds designated for operational use | $ 2,000,000 |
Related Party Transactions - Re
Related Party Transactions - Related Party Loans and Administrative Services Agreement (Details) - USD ($) | Oct. 14, 2016 | Oct. 14, 2016 | Sep. 30, 2017 | Aug. 11, 2017 | Dec. 14, 2015 |
Related Party Transactions | |||||
Promissory note amount | $ 300,000 | ||||
Related Party Loans | Sponsor | Unsecured Promissory Note | |||||
Related Party Transactions | |||||
Promissory note, maximum borrowing capacity | $ 300,000 | ||||
Amount borrowed between inception and the Close Date | $ 300,000 | ||||
Repayment of note payable to Sponsor | $ (300,000) | ||||
Related Party Loans | Sponsor | Working Capital Loan | |||||
Related Party Transactions | |||||
Conversion price per warrant | $ 0.50 | ||||
Related Party Loans | Sponsor | Working Capital Loan | Maximum | |||||
Related Party Transactions | |||||
Portion of working capital loan that may be converted into warrants | $ 1,500,000 | ||||
Administrative Services Agreement | |||||
Related Party Transactions | |||||
Monthly payment for office space and support services | $ 10,000 |
Related Party Transactions - Pr
Related Party Transactions - Private Placement Warrants (Details) - USD ($) | Nov. 28, 2016 | Oct. 14, 2016 | Sep. 30, 2017 |
Related Party Transactions | |||
Period after the completion of the Business Combination for exercise of warrants (in days) | 30 days | ||
Private Placement | |||
Related Party Transactions | |||
Warrants issued (in shares) | 400,000 | 16,000,000 | |
Purchase price of warrants | $ 0.50 | ||
Aggregate value of warrants, net of proceeds reserved for operations | $ 8,000,000 | ||
Aggregate value of warrants | $ 8,200,000 | ||
Class A | |||
Related Party Transactions | |||
Number of warrants required for conversion to one whole share | 2 | ||
Exercise price | $ 11.50 | ||
Private Placement Warrants | |||
Related Party Transactions | |||
Period after the completion of the Business Combination for exercise of warrants (in days) | 30 days | ||
Private Placement Warrants | Private Placement | |||
Related Party Transactions | |||
Warrants issued (in shares) | 16,000,000 | ||
Purchase price of warrants | $ 0.50 | ||
Aggregate value of warrants, net of proceeds reserved for operations | $ 8,000,000 | ||
Number of shares called by each warrant | 0.5 | ||
Private Placement Warrants | Class A | |||
Related Party Transactions | |||
Exercise price | $ 11.50 | ||
Private Placement Warrants | Class A | Private Placement | |||
Related Party Transactions | |||
Number of warrants required for conversion to one whole share | 2 | ||
Private Placement Warrants | Initial Shareholders | Private Placement | |||
Related Party Transactions | |||
Warrants issued (in shares) | 400,000 | ||
Purchase price of warrants | $ 0.50 | ||
Aggregate value of warrants | $ 200,000 |
Related Party Transactions - Fo
Related Party Transactions - Founder Shares (Details) | Oct. 14, 2016shares | Dec. 14, 2015USD ($)$ / sharesshares | Oct. 31, 2016$ / sharesshares | Sep. 30, 2017USD ($)$ / sharesshares | Dec. 31, 2016USD ($)shares |
Related Party Transactions | |||||
Minimum ownership of ordinary shares by initial shareholders (as a percent) | 20.00% | ||||
Founder Shares redemption covenant, minimum price per share | $ / shares | $ 12 | ||||
Class B | |||||
Related Party Transactions | |||||
Ordinary shares, shares issued | 7,750,000 | 7,750,000 | |||
Ordinary shares, value | $ | $ 775 | $ 775 | |||
Ratio of conversion from Class B to Class A ordinary shares | 1 | ||||
Founder Shares Transactions | Class B | |||||
Related Party Transactions | |||||
Ratio of conversion from Class B to Class A ordinary shares | 1 | ||||
Restriction to transfer Class B ordinary shares (in years) | 1 year | ||||
Founder Shares redemption covenant, threshold trading days | 20 days | ||||
Founder Shares redemption covenant, threshold consecutive trading days | 30 days | ||||
Founder Shares redemption covenant, minimum restriction term (in days) | 150 days | ||||
Founder Shares Transactions | Sponsor | |||||
Related Party Transactions | |||||
Shares subject to forfeiture | 1,125,000 | ||||
Founder Shares Transactions | Sponsor | Class B | |||||
Related Party Transactions | |||||
Ordinary shares, shares issued | 8,625,000 | ||||
Price per share | $ / shares | $ 0.003 | ||||
Ordinary shares, value | $ | $ 25,000 | ||||
Shares forfeited | 875,000 | ||||
Founder Shares Transactions | Initial Shareholders | |||||
Related Party Transactions | |||||
Minimum ownership of ordinary shares by initial shareholders (as a percent) | 20.00% | 20.00% | |||
Founder Shares Transactions | Director | Class B | |||||
Related Party Transactions | |||||
Ordinary shares, shares issued | 50,000 | ||||
Price per share | $ / shares | $ 0.003 | ||||
Additional purchase of ordinary shares | 421,250 |
Shareholders' Equity (Details)
Shareholders' Equity (Details) | 9 Months Ended | |
Sep. 30, 2017USD ($)$ / sharesshares | Dec. 31, 2016$ / sharesshares | |
Shareholders' Equity | ||
Preferred shares, shares authorized | 1,000,000 | 1,000,000 |
Preferred shares, par value (in dollar per share) | $ / shares | $ 0.0001 | $ 0.0001 |
Preferred shares, shares issued | 0 | 0 |
Preferred shares, shares outstanding | 0 | 0 |
Ordinary shares, shares authorized | 220,000,000 | 220,000,000 |
Ordinary shares, par value (in dollar per share) | $ / shares | $ 0.0001 | $ 0.0001 |
Ordinary shares, voting rights per share | one vote | |
Minimum ownership of ordinary shares by initial shareholders (as a percent) | 20.00% | |
Ordinary shares subject to redemption, shares issued | 29,191,301 | 29,510,755 |
Ordinary shares subject to redemption, shares outstanding | 29,191,301 | |
Net tangible assets | $ | $ 5,000,001 | |
Class A | ||
Shareholders' Equity | ||
Ordinary shares, shares authorized | 200,000,000 | 200,000,000 |
Ordinary shares, par value (in dollar per share) | $ / shares | $ 0.0001 | $ 0.0001 |
Total ordinary shares issued, including shares subject to redemption | 31,000,000 | |
Total ordinary shares outstanding, including shares subject to redemption | 31,000,000 | |
Ordinary shares, shares issued | 1,808,699 | 1,489,245 |
Ordinary shares, shares outstanding | 1,808,699 | 1,489,245 |
Class B | ||
Shareholders' Equity | ||
Ordinary shares, shares authorized | 20,000,000 | 20,000,000 |
Ordinary shares, par value (in dollar per share) | $ / shares | $ 0.0001 | $ 0.0001 |
Ratio of conversion from Class B to Class A ordinary shares | 1 | |
Ordinary shares, shares issued | 7,750,000 | 7,750,000 |
Ordinary shares, shares outstanding | 7,750,000 | 7,750,000 |