Document and Entity Information
Document and Entity Information - shares | 5 Months Ended | |
Jun. 30, 2018 | Aug. 08, 2018 | |
Document and Entity Information | ||
Entity Registrant Name | VectoIQ Acquisition Corp. | |
Entity Central Index Key | 1,731,289 | |
Document Type | 10-Q | |
Document Period End Date | Jun. 30, 2018 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Common Stock, Shares Outstanding | 29,640,000 | |
Document Fiscal Year Focus | 2,018 | |
Document Fiscal Period Focus | Q2 |
Condensed Balance Sheet
Condensed Balance Sheet | Jun. 30, 2018USD ($) |
Current assets: | |
Cash | $ 1,339,475 |
Prepaid insurance | 62,500 |
Total current assets | 1,401,975 |
Non-current assets: | |
Cash held in Trust account | 24,744 |
Investments held in Trust account | 232,286,639 |
Prepaid insurance | 54,688 |
Total assets | 233,768,046 |
Current liabilities: | |
Accounts payable | 34,560 |
Accrued liabilities | 15,000 |
Total liabilities | 49,560 |
Commitments and Contingencies | |
Common shares subject to possible redemption, 22,645,395 shares at redemption value | 228,718,485 |
Stockholders' Equity: | |
Common stock, $0.0001 par value; 100,000,000 shares authorized; 6,994,605 shares issued and outstanding (excluding 22,645,395 shares subject to possible redemption) at June 30, 2018 | 699 |
Additional paid-in capital | 5,011,194 |
Accumulated deficit | (11,892) |
Total stockholders' equity | 5,000,001 |
Total Liabilities and Stockholders' Equity | $ 233,768,046 |
Condensed Balance Sheet (Parent
Condensed Balance Sheet (Parenthetical) | Jun. 30, 2018$ / sharesshares |
Condensed Balance Sheet | |
Common shares subject to possible redemption (in shares) | 22,645,395 |
Preferred stock, par value (in dollars per share) | $ / shares | $ 0.0001 |
Preferred stock, shares authorized | 1,000,000 |
Preferred stock, shares issued | 0 |
Preferred stock, shares outstanding | 0 |
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 |
Common stock, shares authorized | 100,000,000 |
Common stock, shares issued | 6,994,605 |
Common stock, shares outstanding | 6,994,605 |
CONDENSED STATEMENT OF OPERATIO
CONDENSED STATEMENT OF OPERATIONS - USD ($) | 3 Months Ended | 5 Months Ended |
Jun. 30, 2018 | Jun. 30, 2018 | |
Expenses: | ||
General and Administrative Expense | $ 22,813 | $ 23,275 |
Loss from operations | (22,813) | (23,275) |
Other income: | ||
Interest income in trust account | 11,383 | 11,383 |
Net loss | $ (11,430) | $ (11,892) |
Weighted average share outstanding, basic and diluted | 16,665,165 | 13,107,630 |
Basic and diluted net loss per share | $ 0 | $ 0 |
CONDENSED STATEMENT OF CHANGES
CONDENSED STATEMENT OF CHANGES IN STOCKHOLDER'S EQUITY - 5 months ended Jun. 30, 2018 - USD ($) | Common StockInitial stockholder sale on February 15, 2018 | Common StockPrivate placement on May 18, 2018 | Common StockPrivate placement on May 29, 2018 | Common StockIPO | Common StockOver-allotment option | Common Stock | Additional Paid-in CapitalInitial stockholder sale on February 15, 2018 | Additional Paid-in CapitalPrivate placement on May 18, 2018 | Additional Paid-in CapitalPrivate placement on May 29, 2018 | Additional Paid-in CapitalIPO | Additional Paid-in CapitalOver-allotment option | Additional Paid-in Capital | Accumulated Deficit | Initial stockholder sale on February 15, 2018 | Private placement on May 18, 2018 | Private placement on May 29, 2018 | IPO | Over-allotment option | Total |
Balance at beginning of period at Jan. 22, 2018 | $ 0 | $ 0 | $ 0 | $ 0 | |||||||||||||||
Balance at beginning of period (in shares) at Jan. 22, 2018 | 0 | ||||||||||||||||||
CONDENSED STATEMENT OF CHANGES IN STOCKHOLDER'S EQUITY | |||||||||||||||||||
Issuance of common stock | $ 575 | $ 80 | $ 9 | $ 2,000 | $ 300 | $ 24,425 | $ 7,999,920 | $ 899,991 | $ 195,403,378 | $ 29,399,700 | $ 25,000 | $ 8,000,000 | $ 900,000 | $ 195,405,378 | $ 29,400,000 | ||||
Issuance of common stock (in shares) | 5,750,000 | 800,000 | 90,000 | 20,000,000 | 3,000,000 | ||||||||||||||
Proceeds subject to possible conversion of 23,000,000 shares | $ (2,265) | (228,716,220) | (228,718,485) | ||||||||||||||||
Net loss | (11,892) | (11,892) | |||||||||||||||||
Balance at end of period at Jun. 30, 2018 | $ 699 | $ 5,011,194 | $ (11,892) | $ 5,000,001 | |||||||||||||||
Balance at end of period (in shares) at Jun. 30, 2018 | 6,994,605 | 6,994,605 | |||||||||||||||||
CONDENSED STATEMENT OF CHANGES IN STOCKHOLDER'S EQUITY | |||||||||||||||||||
Common shares subject to possible redemption (in shares) | 22,645,395 | 22,645,395 |
CONDENSED STATEMENT OF CHANGES6
CONDENSED STATEMENT OF CHANGES IN STOCKHOLDER'S EQUITY (Parenthetical) | 5 Months Ended |
Jun. 30, 2018USD ($)$ / sharesshares | |
Founder | |
Share price (in dollars per share) | $ 0.004 |
Founders shares issued | shares | 287,500 |
Common Stock | |
Underwriting discount | $ | $ 600,000 |
Common stock subject to possible conversion (in shares) | shares | 22,645,395 |
Private placement on May 18, 2018 | Common Stock | |
Share price (in dollars per share) | $ 10 |
Private placement on May 29, 2018 | Common Stock | |
Share price (in dollars per share) | 10 |
IPO | Common Stock | |
Share price (in dollars per share) | 10 |
Over-allotment option | |
Share price (in dollars per share) | $ 10 |
CONDENSED STATEMENT OF CASH FLO
CONDENSED STATEMENT OF CASH FLOWS | 5 Months Ended |
Jun. 30, 2018USD ($) | |
Cash flow from operating activities: | |
Net loss | $ (11,892) |
Changes in operating assets and liabilities: | |
Increase in prepaid expenses | (117,188) |
Increase in accrued liabilities | 15,000 |
Increase in accounts payable | 462 |
Net cash used in operating activities | (113,618) |
Cash flows from investing activities: | |
Investment held in trust account | (232,286,639) |
Net cash used in investing activities | (232,286,639) |
Cash flows from financing activities: | |
Proceeds from issuance of common stock, net of offering costs of $5,160,524 | 233,764,476 |
Proceeds from note payable | 120,000 |
Payments on note payable | (120,000) |
Net cash provided by financing activities | 233,764,476 |
Net increase in cash | 1,364,219 |
Cash-end of period | 1,364,219 |
Supplemental disclosure of non-cash financing activities: | |
Offering costs included in accounts payable | $ 34,098 |
CONDENSED STATEMENT OF CASH FL8
CONDENSED STATEMENT OF CASH FLOWS (Parenthetical) - USD ($) | May 29, 2018 | Jun. 30, 2018 |
CONDENSED STATEMENT OF CASH FLOWS | ||
Issuance of common stock, offering costs | $ 5,194,622 | $ 5,160,524 |
Description of Organization and
Description of Organization and Business Operations | 5 Months Ended |
Jun. 30, 2018 | |
Description of Organization and Business Operations | |
Description of Organization and Business Operations | Note 1 — Description of Organization and Business Operations VectoIQ Acquisition Corp. (the “Company”) was incorporated in Delaware on January 23, 2018. The Company was formed for the purpose of effecting a merger, share exchange, asset acquisition, stock purchase, recapitalization reorganization or similar business combination with one or more businesses (the “Business Combination”). Although the Company is not limited to a particular industry or sector for purposes of consummating a Business Combination, the Company intends to focus its search on the industrial technology, transportation and smart mobility industries. The Company is an emerging growth company and, as such, the Company is subject to all of the risks associated with emerging growth companies. In the opinion of management, the unaudited condensed consolidated financial statements furnished in this Form 10-Q include all adjustments necessary for a fair presentation of the financial position, results of operations and cash flows for the interim periods presented. All such adjustments are of a normal recurring nature. As of June 30, 2018, the Company had not commenced operations. All activity for the period from January 23, 2018 (inception) through June 30, 2018 relates to the Company’s formation and its initial public offering described below. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income on cash and cash equivalents and investments from the proceeds derived from its initial public offering. The Company has a December 31 year end. The Company’s sponsor is VectoIQ Holdings, LLC, a Delaware limited liability company (the “Sponsor”). The registration statement for the Company’s initial public offering was declared effective May 15, 2018. On May 18, 2018, the Company consummated an initial public offering of 20,000,000 units (each, a “Unit” and collectively, the “Units”) at $10.00 per Unit, which is discussed in Note 3. Simultaneously with the closing of the initial public offering, the Company consummated the sale of 800,000 units (each, a “Private Placement Unit” and collectively, the “Private Placement Unit”) at a price of $10.00 per Private Placement Unit in a private placement to the Sponsor, Cowen Investments, LLC (collectively with the Sponsor, the “Founders”) and certain funds and accounts managed by subsidiaries of BlackRock, Inc. (collectively, the “Anchor Investor”). Following the closing of the initial public offering on May 18, 2018, an amount of $202,000,000 ($10.10 per Unit) from the net proceeds of the sale of the Units in the initial public offering and the Private Placement Units was placed in a trust account (“Trust Account”) which 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 180 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the consummation of a Business Combination or (ii) the distribution of the Trust Account, as described below. On May 24, 2018, the underwriters notified the Company of their exercise of the over-allotment option in full and, on May 29, 2018, purchased 3,000,000 additional Units (the “Additional Units”) at $10.00 per Additional Unit upon the closing of the over-allotment option, generating total gross proceeds of $30,000,000. On May 29, 2018, simultaneously with the sale of the Additional Units, the Company consummated the sale of an additional 90,000 Private Units at $10.00 per additional Private Unit (the “Additional Private Units”), generating total gross proceeds of $900,000. Following the closing of the over-allotment option, an additional $30,300,000 ($10.10 per Unit) was placed in the Trust Account, resulting in $232,300,000 ($10.10 per Unit) held in the Trust Account. Transaction costs amounted to $5,194,622, consisting of $4,600,000 of underwriting fees, including underwriting fees resulting from the exercise of the underwriters’ over-allotment, and $594,622 of initial public offering costs. 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 Units, 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 its initial Business Combination with one or more target businesses having an aggregate fair market value of at least 80% of the assets held in the Trust Account (excluding taxes payable on income earned on the Trust Account) at the time of the agreement to enter into the initial Business Combination. However, the Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as an investment company under the Investment Company Act. The Company will provide its holders of the outstanding shares of its common stock, par value $0.0001, sold in the initial public offering (the “public stockholders”) with the opportunity to redeem all or a portion of their Public Shares (as defined below in Note 3) upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The public stockholders 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 $10.10 per Public Share). These Public Shares are recorded at a redemption value and classified as temporary equity in accordance with the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” The Company will proceed with a Business Combination only if the Company has net tangible assets of at least $5,000,001 upon such consummation of a Business Combination and, if a stockholder vote is held to approve such transaction, only if a majority of the shares voted are voted in favor of the Business Combination. If a stockholder vote is not required by law and the Company does not decide to hold a stockholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Certificate of Incorporation (the “Amended and Restated Certificate of Incorporation”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, stockholder approval of the transactions is required by law, or the Company decides to obtain stockholder approval for business or legal reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. Additionally, each public stockholder may elect to redeem their Public Shares without voting, and if they do vote, irrespective of whether they vote for or against the proposed transaction. If the Company seeks stockholder approval in connection with a Business Combination, the initial stockholders (as defined below) have agreed to vote their Founder Shares (as defined below in Note 4) and any Public Shares purchased during or after the initial public offering in favor of a Business Combination. In addition, the initial stockholders have agreed to waive their redemption rights with respect to their Founder Shares and Public Shares in connection with the completion of a Business Combination or any amendment to the provisions of the Company’s Amended and Restated Certificate of Incorporation relating to its pre-initial business combination activity and related stockholders’ rights. Notwithstanding the foregoing, the Amended and Restated Certificate of Incorporation provides that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the common stock sold in the initial public offering, without the prior consent of the Company. The Company’s Founders, officers and directors (the “initial stockholders”) have agreed not to propose an amendment to the Amended and Restated Certificate of Incorporation that would affect the substance or timing of the Company’s obligation to redeem 100% of its Public Shares if the Company does not complete a Business Combination, unless the Company provides the public stockholders with the opportunity to redeem their shares of common stock in conjunction with any such amendment. If the Company does not consummate a Business Combination by May 18, 2020 (the “Combination Period”), it 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 (less up to $100,000 of interest to pay dissolution expenses, and taxes that were not previously released from the trust and paid), divided by the number of then outstanding Public Shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. The initial stockholders 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 stockholders should 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. 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 $10.10 per share initially held in the Trust Account (or potentially less in certain circumstances). 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 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. Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors (other than the Company’s independent auditors), service providers, prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 5 Months Ended |
Jun. 30, 2018 | |
Summary of Significant Accounting Policies | |
Summary of Significant Accounting Policies | Note 2 — Summary of Significant Accounting Policies Basis of Presentation The accompanying financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the SEC. Emerging Growth Company Section 102(b)(1) of the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”) exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised, and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statement with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Net Loss Per Common Share Net loss per common share is computed by dividing net loss applicable to common stockholders by the weighted average number of shares of common stock outstanding during the period, plus to the extent dilutive the incremental number of shares of common stock to settle warrants, as calculated using the treasury stock method. At June 30, 2018, the Company had outstanding warrants to purchase 23,890,000 shares of common stock. For all periods presented, these shares were excluded from the calculation of diluted loss per share of common stock because their inclusion would have been anti-dilutive. As a result, diluted loss per common share is the same as basic loss per common share for the periods presented. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts and a trust account held at financial institutions, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. At June 30, 2018, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet due to their short term nature. Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. Cash and cash equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. Cash held in Trust Account At June 30, 2018, the assets held in the Trust Account were held in 180-day U.S. Treasury bills. Common stock subject to possible redemption The Company accounts for its common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Common stock subject to mandatory redemption (if any) is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, common stock subject to possible redemption is presented as temporary equity, outside of the stockholders’ equity section of the Company’s condensed balance sheet. Offering costs Offering costs consist of underwriting, legal, accounting, and other expenses incurred through the balance sheet date that are directly related to the initial public offering. Offering costs amounting to $5,194,622 were charged to stockholders’ equity as of June 30, 2018. Income Taxes The Company follows the asset and liability method of accounting for income taxes under FASB ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. FASB ASC 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, 2018. 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 three months ended June 30, 2018 and the period from January 23, 2018 (inception) to June 30, 2018. 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. The Company may be subject to potential examination by federal, state and city taxing authorities in the areas of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal, state and city tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. Recent Accounting Pronouncements The Company’s management does not believe that there are any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements. |
Initial Public Offering
Initial Public Offering | 5 Months Ended |
Jun. 30, 2018 | |
Initial Public Offering | |
Initial Public Offering | Note 3—Initial Public Offering Pursuant to the initial public offering, the Company sold 23,000,000 Units (including 3,000,000 Units subject to the underwriters’ over-allotment option) at a price of $10.00 per Unit. Each Unit consists of one share of common stock (such shares of common stock included in the Units sold in the initial public offering, the “Public Shares”), and one redeemable warrant (each such warrant included in the Units sold in the initial public offering, a “Public Warrant”). Each Public Warrant entitles the registered holder to purchase one share of our common stock at a price of $11.50 per share, subject to adjustment, at any time commencing on the later of 12 months from the closing of the initial public offering or 30 days after the completion of the initial Business Combination. The Public Warrants will expire on the fifth anniversary of the Company’s completion of an initial Business Combination, or earlier upon redemption or liquidation. As of June 30, 2018, the Company has 23,890,000 warrants outstanding. The Company is accounting for its warrants and the forward purchase agreement (as defined below) under ASC 815 and is including them in Shareholders’ Equity. No Public Warrants will be exercisable for cash unless the Company has an effective and current registration statement covering the shares of Common Stock issuable upon exercise of the Public Warrants and a current prospectus relating to such shares. Notwithstanding the foregoing, if a registration statement covering the issuance of the shares issuable upon exercise of the Public Warrants is not effective within 90 days from the closing of the initial Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company shall have failed to maintain an effective registration statement or a current prospectus, exercise Public Warrants on a cashless basis pursuant to an available exemption from registration under the Securities Act. If an exemption from registration is not available, holders will not be able to exercise their Public Warrants on a cashless basis. The Private Warrants (as defined below) are identical to the Public Warrants underlying the Units sold in the initial public offering, except that the Private Warrants and the common stock issuable upon exercise of the Private 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 Warrants will be non-redeemable so long as they are held by the initial purchasers or such purchasers’ permitted transferees and Private Warrants held by Cowen Investments LLC will not be exercisable more than five years after the effective date of the registration statement related to the initial public offering in accordance with FINRA Rule 5110(f)(2)(G)(i). If the Private Warrants are held by someone other than the initial shareholders or their permitted transferees, the Private Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants. The Company may call the Public Warrants for redemption: · in whole and not in part; · at a price of $0.01 per warrant; · upon a minimum of 30 days’ prior written notice of redemption; and · if, and only if, the last reported closing price of the ordinary shares equals or exceeds $18.00 per share for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders. If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of common stock issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a share dividend, or recapitalization, reorganization, merger or consolidation. However, the warrants will not be adjusted for issuance of common stock at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the warrant shares. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such warrants. Accordingly, the warrants may expire worthless. |
Related Party Transactions
Related Party Transactions | 5 Months Ended |
Jun. 30, 2018 | |
Related Party Transactions | |
Related Party Transactions | Note 4—Related Party Transactions Founder Shares On February 15, 2018, the Founders purchased an aggregate of 5,750,000 shares (the “Founder Shares”) of the Company’s common stock, par value $0.0001, for an aggregate purchase price of $25,000, or approximately $0.004 per share. The Sponsor and Cowen Investments purchased 4,301,000 and 1,449,000 of the Founder Shares, respectively. In March 2018, the Sponsor transferred 15,000 Founder Shares to each of its initial director nominees. In April 2018, the sponsor forfeited 435,606 Founder Shares and the Anchor Investor purchased 435,606 Founder Shares for an aggregate purchase price of $1,894, or approximately $0.004 per share. In May 2018, Cowen Investments forfeited 287,500 Founder Shares, which were subsequently purchased by the Sponsor and the Anchor Investor. Additionally, in May 2018, the Sponsor purchased 254,829 Founder Shares for an aggregate purchase price of $1,108, or approximately $0.004 per share, and the Anchor Investor purchased 32,671 Founder Shares for an aggregate purchase price of $142, or approximately $0.004 per share. The initial stockholders have agreed, subject to limited exceptions, not to transfer, assign or sell any of its Founder Shares until the earlier to occur of: (A) one year after the completion of the initial Business Combination and (B) subsequent to the initial Business Combination, (x) if the last sale price of the common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial Business Combination, or (y) the date on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction that results in all of the Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property. Private Placement Units Simultaneously with the initial public offering, the Founders and Anchor Investor purchased an aggregate of 890,000 Private Placement Units (including 90,000 Private Placement Units in connection with the exercise of the over-allotment option) at a price of $10.00 per Private Placement Unit ($8.9 million in the aggregate) in a private placement. Each Private Placement Unit consists of one share of common stock (such shares of common stock included in the Private Placement Units, the “Private Shares”) and one redeemable warrant (each, a “Private Warrant”). Each Private Warrant entitles the holder to purchase one share of common stock at a price of $11.50 per share, subject to adjustment (see Note 6). Proceeds from the Private Placement Units were added to the proceeds from the initial public offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Units held in trust will be part of the liquidating distribution to the public stockholders, and the Private Warrants will expire worthless. The Private Warrants will be non-redeemable and exercisable on a cashless basis so long as they are held by the Founders or their permitted transferees. The Founders and the Company’s officers and directors have agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Units or the securities underlying the Private Placement Units until the earlier to occur of: (A) one year after the completion of the initial Business Combination and (B) subsequent to the initial Business Combination, (x) if the last sale price of the common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial Business Combination, or (y) the date on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction that results in all of the Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property. A fund affiliated with P. Schoenfeld Asset Management LP, which is referred to as the “forward purchase investor,” is a member of the Sponsor and has entered into a contingent forward purchase agreement with the Company (the “forward purchase agreement”) which provides for the purchase by the forward purchase investor of 2,500,000 forward purchase shares, plus one of the Company’s redeemable warrants for each forward purchase share, for total gross proceeds of up to $25,000,000. These shares and warrants will be purchased in a private placement to close simultaneously with the consummation of the Company’s initial business combination. These issuances will be made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act. While the Company may elect to have the forward purchase investor purchase no securities under the contingent forward purchase agreement, if the Company requests that the forward purchase investor purchase securities and the forward purchase investor defaults on such purchase or the forward purchase investor exercises its right of refusal contained in the forward purchase agreement, the forward purchase investor will forfeit up to all of its ownership interest in the Sponsor related to Founder Shares, and the Sponsor will have the right to redeem the forward purchase investor’s remaining ownership interest in the Sponsor at the original purchase price. Related Party Loans On March 1, 2018, the Sponsor agreed to loan the Company an aggregate of up to $100,000 to cover expenses related to the initial public offering pursuant to a promissory note. Also, on March 1, 2018, Cowen Investments, LLC agreed to loan the Company an aggregate of up to $100,000 to cover expenses related to the initial public offering pursuant to a second promissory note on the same terms as the loan provided by the Sponsor. These loans are non-interest bearing and were repaid with the proceeds from the initial public offering. In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of 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. 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 additional units of the post Business Combination entity at a price of $10.00 per unit. The securities would be identical to the Private Placement Units. To date, the Company had no borrowings under 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. Administrative Support Agreement The Company entered into an agreement, commencing on the effective date of the initial public offering through the earlier of the Company’s consummation of a Business Combination and its liquidation, to pay the Sponsor a total of $10,000 per month for office space and general administrative services. The Sponsor, executive officers and directors, or any of their respective affiliates, will be reimbursed for any out-of-pocket expenses incurred in connection with activities on the Company’s behalf such as identifying potential target businesses and performing due diligence on suitable Business Combinations. The Company’s audit committee will review on a quarterly basis all payments that were made to the Sponsor, officers, directors or their affiliates and will determine which expenses and the amount of expenses that will be reimbursed. There is no cap or ceiling on the reimbursement of out-of-pocket expenses incurred by such persons in connection with activities on the Company’s behalf. |
Commitments & Contingencies
Commitments & Contingencies | 5 Months Ended |
Jun. 30, 2018 | |
Commitments & Contingencies | |
Commitments & Contingencies | Note 5—Commitments & Contingencies Registration Rights Pursuant to a registration rights agreement entered into on May 15, 2018, the Founders, anchor investor, and the Company’s executive officers, directors and director nominees and their permitted transferees will be entitled to demand that the Company register for resale the Founder Shares, the Private Placement Units and underlying securities and any securities issued upon conversion of Working Capital Loans. The holders of these securities will be entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders will have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the Company’s consummation of the initial Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Notwithstanding the foregoing, Cowen Investments may not exercise its demand and “piggyback” registration rights after five and seven years, respectively, after the effective date of the registration statement of which this prospectus forms a part and may not exercise its demand rights on more than one occasion. Business Combination Marketing Agreement The Company engaged the underwriters as advisors in connection with its Business Combination pursuant to a business combination marketing agreement. Pursuant to that agreement, the Company will pay such advisors a cash fee for such services upon the consummation of an initial Business Combination in an amount equal to 3.5% of the gross proceeds of the initial public offering, including any proceeds from the full or partial exercise of the over-allotment option. |
Stockholders' Equity
Stockholders' Equity | 5 Months Ended |
Jun. 30, 2018 | |
Stockholders' Equity | |
Stockholders' Equity | Note 6—Stockholders’ Equity Common Stock —The Company is currently authorized to issue 100,000,000 shares of common stock with a par value of $0.0001 per share. Holders of common stock are entitled to one vote for each share. As of June 30, 2018, there were 29,640,000 shares of common stock issued and outstanding including 22,645,395 shares subject to redemption. Preferred Stock —The Company is authorized to issue 1,000,000 shares of preferred stock with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. As of June 30, 2018, there were no shares of preferred stock issued or outstanding. |
Investment Valuation
Investment Valuation | 5 Months Ended |
Jun. 30, 2018 | |
Investment Valuation | |
Investment Valuation | Note 7 — Investment Valuation FASB ASC 820 establishes a single definition of fair value, creates a three-tier hierarchy as a framework for measuring fair value based on inputs used to value the Company’s investments and requires additional disclosure about fair value. Fair value is an estimate of the price the Company would receive to sell an asset or pay to transfer a liability in an orderly arm’s length transaction between market participants at the measurement date and sets out a fair value hierarchy. The valuation hierarchy is based upon the transparency of inputs used to measure fair value. In accordance with U.S. GAAP, investments measured and reported at fair value are classified and disclosed in one of the following categories: Level 1: Quoted prices (unadjusted) are available in active markets for identical investments as of the reporting date. The types of financial instruments in Level 1 include listed equities and listed derivatives. The Company’s investments in the Trust Account are 180-day T Bills and therefore are level 1, type of investments, since the Company is able to value the investments based on quoted prices in an active market. Level 2: Pricing inputs are other than quoted prices in active markets for identical investments, which are either directly or indirectly observable as of the reporting date, and fair value is determined through the use of models or other valuation methodologies. Financial instruments in this category generally include corporate bonds and loans, less liquid and restricted equity securities, certain over-the-counter derivatives. A significant adjustment to a Level 2 input could result in the Level 2 measurement becoming a Level 3 measurement. Level 3: Pricing inputs include those that are generally less observable or unobservable and include situations where there is little, if any, market activity for the investment. Financial instruments in this category generally include equity and debt positions in private companies. Fair value for these investments is determined using valuation methodologies that consider a range of factors, including but not limited to the price at which the investment was acquired, the nature of the investment, local markets conditions, current and projected operating performance, and financing transactions subsequent to the acquisition of the investment. The inputs into the determination of fair value require significant management judgment. Due to the inherent uncertainty of these estimates, these values may differ materially from the values that would have been used had a ready market for these investments existed. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, an investment’s level within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the investment. Upon the closing of the Public Offering and the private placement, a total of $202,000,000 was deposited into the Trust Account at May 18, 2018. In connection with the exercise of the overallotment option, an additional $30,300,000 was deposited. All proceeds in the Trust Account may be invested in either U.S. government treasury bills with a maturity of 180 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act of 1940, as amended, and that invest solely in U.S. government treasury obligations. At June 30, 2018, the proceeds of the Trust Account were invested in U.S. government treasury bills maturing in November 2018 yielding interest of approximately 2.0%. The Company classifies its U.S. government treasury bills and equivalent securities as held-to-maturity in accordance with FASB ASC 320, “Investments — Debt and Equity Securities.” Held-to-maturity securities are those securities which the Company has the ability and intent to hold until maturity. Held-to-maturity U.S. government treasury bills are recorded at amortized cost on the accompanying June 30, 2018 condensed balance sheet and adjusted for the amortization or accretion of premiums or discounts. The following table presents information about the Company’s assets that are measured at fair value on a recurring basis as of June 30, 2018 and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value. Since all of the Company’s permitted investments at June 30, 2018 consist of U.S. government treasury bills, fair values of its investments are determined by Level 1 inputs utilizing quoted prices (unadjusted) in active markets for identical assets or liabilities as follows: Carrying value Gross Unrealized Quoted Price Prices Assets: Cash $ $ — $ U.S. government treasury bills Total $ $ $ |
Summary of Significant Accoun16
Summary of Significant Accounting Policies (Policies) | 5 Months Ended |
Jun. 30, 2018 | |
Summary of Significant Accounting Policies | |
Basis of Presentation | Basis of Presentation The accompanying financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the SEC. |
Emerging Growth Company | Emerging Growth Company Section 102(b)(1) of the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”) exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised, and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statement with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. |
Net Loss Per Common Share | Net Loss Per Common Share Net loss per common share is computed by dividing net loss applicable to common stockholders by the weighted average number of shares of common stock outstanding during the period, plus to the extent dilutive the incremental number of shares of common stock to settle warrants, as calculated using the treasury stock method. At June 30, 2018, the Company had outstanding warrants to purchase 23,890,000 shares of common stock. For all periods presented, these shares were excluded from the calculation of diluted loss per share of common stock because their inclusion would have been anti-dilutive. As a result, diluted loss per common share is the same as basic loss per common share for the periods presented. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts and a trust account held at financial institutions, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. At June 30, 2018, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. |
Financial Instruments | Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet due to their short term nature. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. |
Cash and cash equivalents | Cash and cash equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. |
Cash held in Trust Account | Cash held in Trust Account At June 30, 2018, the assets held in the Trust Account were held in 180-day U.S. Treasury bills. |
Common stock subject to possible redemption | Common stock subject to possible redemption The Company accounts for its common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Common stock subject to mandatory redemption (if any) is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, common stock subject to possible redemption is presented as temporary equity, outside of the stockholders’ equity section of the Company’s condensed balance sheet. |
Offering costs | Offering costs Offering costs consist of underwriting, legal, accounting, and other expenses incurred through the balance sheet date that are directly related to the initial public offering. Offering costs amounting to approximately $5,194,622 were charged to stockholders’ equity as of June 30, 2018. |
Income Taxes | Income Taxes The Company follows the asset and liability method of accounting for income taxes under FASB ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. FASB ASC 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, 2018. 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 three months ended June 30, 2018 and the period from January 23, 2018 (inception) to June 30, 2018. 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. The Company may be subject to potential examination by federal, state and city taxing authorities in the areas of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal, state and city tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements The Company’s management does not believe that there are any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements. |
Investment Valuation (Tables)
Investment Valuation (Tables) | 5 Months Ended |
Jun. 30, 2018 | |
Investment Valuation | |
Schedule of assets measured at fair value on recurring basis | Carrying value Gross Unrealized Quoted Price Prices Assets: Cash $ $ — $ U.S. government treasury bills Total $ $ $ |
Description of Organization a18
Description of Organization and Business Operations (Details) | May 29, 2018USD ($)$ / sharesshares | May 29, 2018USD ($)$ / shares | May 18, 2018USD ($)$ / sharesshares | Jun. 30, 2018USD ($)item$ / sharesshares |
Description of Organization and Business Operations | ||||
Assets placed in trust account | $ 30,300,000 | $ 30,300,000 | $ 232,300,000 | |
Assets placed in trust account (in dollars per unit) | $ / shares | $ 10.10 | $ 10.10 | $ 10.10 | |
Transaction costs | $ 5,194,622 | $ 5,160,524 | ||
Underwriting fees | 4,600,000 | |||
Initial public offering costs | $ 594,622 | |||
Minimum number of target businesses for Initial Business Combination | item | 1 | |||
Initial Business Combination, fair value minimum percent of assets held in trust | 80.00% | |||
Percentage of minimum ownership required to complete business combination | 50.00% | |||
Common stock, par value (in dollars per share) | $ / shares | $ 0.0001 | $ 0.0001 | ||
Minimum net tangible assets to complete business combination | $ 5,000,001 | |||
Redemption obligation of shares upon non completion of business combination (as a percent) | 100.00% | |||
Uncompleted business combination, wind-up period | 10 days | |||
Maximum reduction in interest to pay dissolution expenses | $ 100,000 | |||
Redemption price (in dollar per share) | $ / shares | $ 10.10 | |||
IPO | ||||
Description of Organization and Business Operations | ||||
Units issued | shares | 20,000,000 | 23,000,000 | ||
Unit price (in dollars per unit) | $ / shares | $ 10 | $ 10 | ||
Assets placed in trust account | $ 202,000,000 | |||
Assets placed in trust account (in dollars per unit) | $ / shares | $ 10.10 | |||
Maximum maturity period of Trust Account invested in U.S. government securities (in days) | 180 days | |||
Restriction on redemption of common stock sold (as a percent) | 15.00% | |||
Over-allotment option | ||||
Description of Organization and Business Operations | ||||
Units issued | shares | 3,000,000 | 3,000,000 | ||
Unit price (in dollars per unit) | $ / shares | $ 10 | $ 10 | ||
Gross proceeds from additional units | $ 30,000,000 | |||
Over-allotment option | Founder and Anchor Investor | ||||
Description of Organization and Business Operations | ||||
Units issued | shares | 90,000 | |||
Private Placement Units | Founder and Anchor Investor | ||||
Description of Organization and Business Operations | ||||
Units issued | shares | 90,000 | 800,000 | ||
Unit price (in dollars per unit) | $ / shares | $ 10 | $ 10 | ||
Gross proceeds from additional units | $ 900,000 | |||
Sale of additional private unit of stock price (in dollars per unit) | $ / shares | $ 10 | $ 10 |
Summary of Significant Accoun19
Summary of Significant Accounting Policies - Net Loss Per Common Share (Details) | 5 Months Ended |
Jun. 30, 2018shares | |
Warrants | |
Net Loss Per Common Share | |
Shares of common stock excluded from calculation of diluted loss per share | 23,890,000 |
Summary of Significant Accoun20
Summary of Significant Accounting Policies - Concentration of Credit Risk (Details) | Jun. 30, 2018USD ($) |
Concentration of Credit Risk | |
Federal Depository Insurance Coverage amount | $ 250,000 |
Summary of Significant Accoun21
Summary of Significant Accounting Policies - Offering costs (Details) | 5 Months Ended |
Jun. 30, 2018USD ($) | |
IPO | |
Offering costs | |
Offering costs charged to stockholders' equity | $ 5,194,622 |
Summary of Significant Accoun22
Summary of Significant Accounting Policies - Income Taxes (Details) | Jun. 30, 2018USD ($) |
Income Taxes | |
Unrecognized tax benefits | $ 0 |
Unrecognized tax benefits interest and penalties accrued | $ 0 |
Initial Public Offering (Detail
Initial Public Offering (Details) | May 29, 2018$ / sharesshares | May 18, 2018$ / sharesshares | Jun. 30, 2018Ditem$ / sharesshares |
Public warrant | |||
Initial Public Offering | |||
The number of warrants that are exercisable for cash | item | 0 | ||
IPO | |||
Initial Public Offering | |||
Units issued | 20,000,000 | 23,000,000 | |
Unit price (in dollars per unit) | $ / shares | $ 10 | $ 10 | |
Number of warrants outstanding | 23,890,000 | ||
IPO | Common Stock | |||
Initial Public Offering | |||
Number of shares of common stock included in each unit | 1 | ||
IPO | Public warrant | |||
Initial Public Offering | |||
Number of redeemable warrants included in each unit | 1 | ||
Number of shares issuable for each warrant | 1 | ||
Warrant price (in dollars per share) | $ / shares | $ 11.50 | ||
Period after the closing of the initial public offering that the warrants are exercisable | 12 months | ||
Number of days after the completion of the initial Business Combination that the warrants are exercisable | 30 days | ||
The period allowed after the closing of the initial Business Combination for a cashless exercise of warrants without an effective registration statement | 90 days | ||
Redemption price per warrant | $ / shares | $ 0.01 | ||
Minimum period of notice of redemption | 30 days | ||
Closing price of the ordinary shares | $ / shares | $ 18 | ||
Trading days for warrant redemption | D | 20 | ||
Trading consecutive days for warrant redemption | D | 30 | ||
IPO | Private warrant | |||
Initial Public Offering | |||
Period after the closing of the initial public offering that the warrants are exercisable | 5 years | ||
Number of days of restriction for transferring, assigning or sale of warrants | 30 days | ||
Over-allotment option | |||
Initial Public Offering | |||
Units issued | 3,000,000 | 3,000,000 | |
Unit price (in dollars per unit) | $ / shares | $ 10 |
Related Party Transactions - Fo
Related Party Transactions - Founder Shares (Details) - USD ($) | Feb. 15, 2018 | May 31, 2018 | Apr. 30, 2018 | Mar. 31, 2018 | Jun. 30, 2018 |
Related Party Transactions | |||||
Proceeds from issuance of common stock | $ 233,764,476 | ||||
Founder | |||||
Related Party Transactions | |||||
Share price (in dollars per share) | $ 0.004 | ||||
Number of stocks forfeited | 435,606 | ||||
Sponsor | |||||
Related Party Transactions | |||||
Proceeds from issuance of common stock | $ 1,108 | ||||
Aggregate purchase price (per share) | $ 0.004 | ||||
Stock purchased from founder shares | 254,829 | ||||
Number of founder share transferred | 15,000 | ||||
Cowen Investments, LLC | |||||
Related Party Transactions | |||||
Number of stocks forfeited | 287,500 | ||||
Anchor investor | |||||
Related Party Transactions | |||||
Proceeds from issuance of common stock | $ 142 | $ 1,894 | |||
Aggregate purchase price (per share) | $ 0.004 | $ 0.004 | |||
Stock purchased from founder shares | 32,671 | 435,606 | |||
Initial stockholder sale on February 15, 2018 | |||||
Related Party Transactions | |||||
Restriction period for Transfer, assign or selling of founder shares | 1 year | ||||
Minimum share price of any 20 days within any 30days | $ 12 | ||||
Number of specific trading days that share price must exceed threshold price within 30days | 20 days | ||||
Number of consecutive trading days with in which common stock price to exceed threshold price for any 20 days | 30 days | ||||
Minimum for Commencing Transfer, assign or selling of shares | 150 days | ||||
Initial stockholder sale on February 15, 2018 | Founder | |||||
Related Party Transactions | |||||
Number of shares issued (in shares) | 5,750,000 | ||||
Share price (in dollars per share) | $ 0.0001 | ||||
Proceeds from issuance of common stock | $ 25,000 | ||||
Aggregate purchase price (per share) | $ 0.004 | ||||
Initial stockholder sale on February 15, 2018 | Sponsor | |||||
Related Party Transactions | |||||
Stock purchased from founder shares | 4,301,000 | ||||
Initial stockholder sale on February 15, 2018 | Cowen Investments, LLC | |||||
Related Party Transactions | |||||
Stock purchased from founder shares | 1,449,000 |
Related Party Transactions - Pr
Related Party Transactions - Private Placement Units (Details) - USD ($) | May 29, 2018 | May 18, 2018 | Jun. 30, 2018 | May 31, 2018 |
Sponsor | ||||
Related Party Transactions | ||||
Aggregate purchase price (per share) | $ 0.004 | |||
P. Schoenfeld Asset Management LP | Contingent forward purchase agreement | ||||
Related Party Transactions | ||||
Number of forward Purchase share | 2,500,000 | |||
Number of warrants purchased for each forward purchase shares | 1 | |||
Maximum procceds received on forward purchase shares | $ 25,000,000 | |||
Private Placement Units | ||||
Related Party Transactions | ||||
Restriction period for Transfer, assign or selling of founder shares | 1 year | |||
Minimum share price of any 20 days within any 30days | $ 12 | |||
Number of specific trading days that share price must exceed threshold price within 30days | 20 days | |||
Number of consecutive trading days with in which common stock price to exceed threshold price for any 20 days | 30 days | |||
Minimum for Commencing Transfer, assign or selling of shares | 150 days | |||
Private Placement Units | Common Stock | ||||
Related Party Transactions | ||||
Number of shares of common stock included in each unit | 1 | |||
Private Placement Units | Private warrant | ||||
Related Party Transactions | ||||
Number of redeemable warrants included in each unit | 1 | |||
Private Placement Units | Private warrant | Common Stock | ||||
Related Party Transactions | ||||
Number of shares of common stock included in each unit | 1 | |||
Aggregate purchase price (per share) | $ 11.50 | |||
Private Placement Units | Founder and Anchor Investor | ||||
Related Party Transactions | ||||
Units issued | 90,000 | 800,000 | ||
Unit price (in dollars per unit) | $ 10 | $ 10 | ||
Issuance of stock | $ 8,900,000 | |||
Over-allotment option | ||||
Related Party Transactions | ||||
Units issued | 3,000,000 | 3,000,000 | ||
Unit price (in dollars per unit) | $ 10 | |||
Issuance of stock | $ 29,400,000 | |||
Over-allotment option | Founder and Anchor Investor | ||||
Related Party Transactions | ||||
Units issued | 90,000 | |||
Private placement and over-allotment option | Founder and Anchor Investor | ||||
Related Party Transactions | ||||
Units issued | 890,000 |
Related Party Transactions - Re
Related Party Transactions - Related Party Loans received and Administrative Support Agreement (Details) - USD ($) | 1 Months Ended | 5 Months Ended |
Mar. 31, 2018 | Jun. 30, 2018 | |
Related Party Loans | ||
Related Party Transactions | ||
Maximum working capital convertible | $ 1,500,000 | |
Working Capital Convertible Price | $ 10 | |
Working capital loan | $ 0 | |
Administrative Support Agreement | ||
Related Party Transactions | ||
Out-pocket expense ceiling limit | 0 | |
Sponsor | Related Party Loans | ||
Related Party Transactions | ||
Maximum borrowings from related party | $ 100,000 | |
Sponsor | Administrative Support Agreement | ||
Related Party Transactions | ||
Office space and general administrative services expenses per month | $ 10,000 | |
Cowen Investments, LLC | Related Party Loans | ||
Related Party Transactions | ||
Maximum borrowings from related party | $ 100,000 |
Commitments & Contingencies (De
Commitments & Contingencies (Details) | 5 Months Ended |
Jun. 30, 2018item | |
Commitments & Contingencies | |
Maximum number of demands | 3 |
Term of demand registration rights (in years) | 5 years |
Term of piggyback registration rights (in years) | 7 years |
Cash fees (as a percent) | 3.50% |
Stockholders' Equity (Details)
Stockholders' Equity (Details) | Jun. 30, 2018Vote$ / sharesshares | May 18, 2018$ / shares |
Common Stock | ||
Common stock, shares authorized | 100,000,000 | |
Common stock, par vale | $ / shares | $ 0.0001 | $ 0.0001 |
Common stock, vote per share | Vote | 1 | |
Common stock, shares issued including shares subject to possible redemption | 29,640,000 | |
Common stock, shares outstanding including shares subject to possible redemption | 29,640,000 | |
Shares subject to redemption | 22,645,395 | |
Preferred Stock | ||
Preferred stock, shares authorized | 1,000,000 | |
Preferred stock, shares issued | 0 | |
Preferred stock, shares outstanding | 0 |
Investment Valuation - Trust Ac
Investment Valuation - Trust Account (Details) - USD ($) | Jun. 30, 2018 | May 29, 2018 | May 18, 2018 |
Assets measured at fair value | |||
Assets placed in trust account | $ 232,300,000 | $ 30,300,000 | |
Interest yield on investments (as a percent) | 2.00% | ||
IPO | |||
Assets measured at fair value | |||
Assets placed in trust account | $ 202,000,000 |
Investment Valuation - Fair Val
Investment Valuation - Fair Value (Details) - Recurring | Jun. 30, 2018USD ($) |
Assets measured at fair value | |
Cash | $ 24,744 |
Gross Unrealized Holding Gain | 486,493 |
Total Assets, Fair Value | 232,311,383 |
U.S. government treasury bills | |
Assets measured at fair value | |
U.S. government treasury bills, Carrying Value | 232,286,639 |
Gross Unrealized Holding Gain | 486,493 |
Level 1 | |
Assets measured at fair value | |
Cash | 24,744 |
Total Assets, Fair Value | 232,797,876 |
Level 1 | U.S. government treasury bills | |
Assets measured at fair value | |
U.S. government treasury bills, Fair Value | $ 232,773,132 |