VIVINT SMART HOME, INC., 10-Q filed on 8/7/2018
Quarterly Report
v3.10.0.1
Document and Entity Information - shares
6 Months Ended
Jun. 30, 2018
Aug. 07, 2018
Document Information [Line Items]    
Document Type 10-Q  
Amendment Flag false  
Document Period End Date Jun. 30, 2018  
Document Fiscal Year Focus 2018  
Document Fiscal Period Focus Q2  
Trading Symbol MOSCU  
Entity Registrant Name Mosaic Acquisition Corp.  
Entity Central Index Key 0001713952  
Current Fiscal Year End Date --12-31  
Entity Filer Category Non-accelerated Filer  
Class A Ordinary Shares [Member]    
Document Information [Line Items]    
Entity Common Stock, Shares Outstanding   34,500,000
Class F Ordinary Shares [Member]    
Document Information [Line Items]    
Entity Common Stock, Shares Outstanding   8,625,000
v3.10.0.1
Condensed Balance Sheets - USD ($)
Jun. 30, 2018
Dec. 31, 2017
Current assets:    
Cash $ 895,671 $ 928,388
Prepaid expenses 239,790 293,423
Total current assets 1,135,461 1,221,811
Cash and marketable securities held in Trust Account 347,233,916 345,000,000
Total Assets 348,369,377 346,221,811
Current liabilities:    
Accounts payable 929 93,876
Accrued expenses   5,000
Accrued expenses - related parties 41,460 42,915
Total current liabilities 42,389 141,791
Deferred underwriting commissions 12,075,000 12,075,000
Total liabilities 12,117,389 12,216,791
Commitments
Shareholders' Equity:    
Preferred shares, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding at June 30, 2018 and December 31, 2017, respectively
Additional paid-in capital 2,968,727 5,215,674
Retained earnings (accumulated deficit) 2,030,281 (216,687)
Total shareholders' equity 5,000,008 5,000,010
Total Liabilities and Shareholders' Equity 348,369,377 346,221,811
Class A Ordinary Shares [Member]    
Current liabilities:    
Class A ordinary shares, $0.0001 par value; 33,125,198 and 32,900,501 shares subject to possible redemption at June 30, 2018 and December 31, 2017, respectively 331,251,980 329,005,010
Shareholders' Equity:    
Ordinary shares value 137 160
Class F Ordinary Shares [Member]    
Shareholders' Equity:    
Ordinary shares value $ 863 $ 863
v3.10.0.1
Condensed Balance Sheets (Parenthetical) - $ / shares
Jun. 30, 2018
Dec. 31, 2017
Preferred shares, par value $ 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
Class A Ordinary Shares [Member]    
Class A ordinary share, par value $ 0.0001 $ 0.0001
Shares subject to possible redemption 33,125,198 32,900,501
Ordinary shares, par value $ 0.0001 $ 0.0001
Ordinary shares, shares authorized 200,000,000 200,000,000
Ordinary shares, shares issued 1,374,802 1,599,499
Ordinary shares, shares outstanding 1,374,802 1,599,499
Class F Ordinary Shares [Member]    
Ordinary shares, par value $ 0.0001 $ 0.0001
Ordinary shares, shares authorized 20,000,000 20,000,000
Ordinary shares, shares issued 8,625,000 8,625,000
Ordinary shares, shares outstanding 8,625,000 8,625,000
v3.10.0.1
Condensed Statements of Operations - USD ($)
3 Months Ended 6 Months Ended
Jun. 30, 2018
Jun. 30, 2018
General and administrative expenses $ 155,506 $ 361,948
Loss from operations (155,506) (361,948)
Interest income 1,444,095 2,608,916
Net income 1,288,589 2,246,968
Class A Ordinary Shares [Member]    
Interest income 1,444,095 2,608,916
Net income $ 1,288,589 $ 2,246,968
Weighted average shares outstanding 34,500,000 34,500,000
Basic and diluted net income per share $ 0.04 $ 0.07
Class F Ordinary Shares [Member]    
Net income $ 1,288,589 $ 2,246,968
Weighted average shares outstanding 8,625,000 8,625,000
v3.10.0.1
Condensed Statement of Cash Flows
6 Months Ended
Jun. 30, 2018
USD ($)
Cash Flows from Operating Activities:  
Net income $ 2,246,968
Adjustments to reconcile net income to net cash used in operating activities:  
Interest income in cash and marketable securities held in Trust Account (2,608,916)
Changes in operating assets and liabilities:  
Prepaid expenses 53,633
Accounts payable (92,947)
Accrued expenses (5,000)
Accrued expenses - related parties (1,455)
Net cash used in operating activities (407,717)
Cash Flows from Investing Activities  
Interest released from Trust Account 375,000
Net cash provided by investing activities 375,000
Net change in cash (32,717)
Cash - beginning of the period 928,388
Cash - end of the period 895,671
Supplemental disclosure of noncash transactions:  
Change in value of Class A ordinary shares subject to possible redemption $ 2,246,970
v3.10.0.1
Description of Organization and Business Operations
6 Months Ended
Jun. 30, 2018
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Description of Organization and Business Operations

Note 1. Description of Organization and Business Operations

Mosaic Acquisition Corp. (the “Company”) is a blank check company incorporated in the Cayman Islands on July 26, 2017. 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 that the Company has not yet identified (“business combination”). Although the Company is not limited to a particular industry or geographic region for purposes of consummating a Business Combination, the Company intends to capitalize on the ability of its management team to identify, acquire and operate a business that may provide opportunities for attractive risk-adjusted returns.

All activity from July 26, 2017 (inception) through June 30, 2018 relates to the Company’s formation, completion of the initial public offering (“Initial Public Offering”), forward purchase agreements, and, since the closing of the Initial Public Offering, the search for a Business Combination candidate described below.

The registration statement for the Company’s IPO was declared effective on October 18, 2017. On October 23, 2017, the Company consummated its IPO of 34,500,000 units (“units”), including the issuance of 4,500,000 units as a result of the underwriters’ exercise of their over-allotment option in full, at $10.00 per unit, generating gross proceeds of $345 million and incurring offering costs of approximately $19.7 million, inclusive of $12.075 million in deferred underwriting commissions (Note 6).

Simultaneously with the closing of the IPO, the Company consummated the private placement (“private placement”) of 5,933,334 warrants (the “private placement warrants”), at a price of $1.50 per private placement warrant, with the Company’s sponsors, Mosaic Sponsor, LLC and Fortress Mosaic Sponsor LLC (each a “sponsor” and, together, the “sponsors”), generating gross proceeds of $8.9 million (Note 4).

Upon the closing of the IPO and private placement, $345 million ($10.00 per unit) of the aggregate net proceeds of the sale of the units in the IPO and the Private Placement was placed in a U.S.-based trust account (“Trust Account”) at J.P. Morgan Chase Bank, N.A., maintained by Continental Stock Transfer & Trust Company, acting as trustee. Beginning in January 2018, the proceeds held in the Trust Account are invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 180 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of paragraphs (d)(2), (d)(3) and (d)(4) of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the Trust Account as described below.

At June 30, 2018, the Company had approximately $896,000 in cash held outside of the Trust Account. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the IPO and the sale of private placement warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company’s initial Business Combination must be with one or more target businesses that together have an aggregate fair market value of at least 80% of the assets held in the Trust Account (excluding the deferred underwriting commissions and taxes payable on income earned on the trust account) at the time of the agreement to enter into the initial Business Combination. However, the Company will only complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act 1940, as amended, or the Investment Company Act.

The Company will provide its shareholders of Class A ordinary shares (“public shareholders”) with the opportunity to redeem all or a portion of their Class A ordinary shares upon the completion of a business combination either (i) in connection with a shareholder meeting called to approve the business combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a business combination or conduct a tender offer will be made by the Company, solely in its discretion. If, however, shareholder approval of the transaction is required by law or stock exchange listing requirement, or the Company decides to obtain shareholder approval for business or other legal reasons, it will: (i) conduct the redemptions in conjunction with a proxy solicitation pursuant to Regulation 14A of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), which regulates the solicitation of proxies, and not pursuant to the tender offer rules; and (ii) file proxy materials with the Securities and Exchange Commission (“SEC”). The public shareholders will be entitled to redeem their Class A ordinary shares for a pro rata portion of the amount then in the trust account (initially approximately $10.00 per share) plus any pro rata interest earned on the funds held in the trust account and not previously released to the Company to fund working capital requirements, subject to an annual limit of $750,000, and/or to pay for the Company’s tax obligations. The per-share amount to be distributed to public shareholders who redeem their Class A ordinary shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters (as discussed in Note 6). These Class A ordinary shares are recorded at a redemption value and classified as temporary equity upon the completion of the IPO, in accordance with Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” In such case, the Company will proceed with a business combination if the Company has net tangible assets of at least $5,000,001 upon such consummation of a business combination and a majority of the shares voted are voted in favor of the business combination. If a shareholder vote is not required by the law and the Company does not decide to hold a shareholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Memorandum and Articles of Association, conduct the redemptions pursuant to the tender offer rules of the SEC, and file tender offer documents with the SEC prior to completing a business combination. If, however, a shareholder approval of the transactions is required by law, or the Company decides to obtain shareholder 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 shareholder may elect to redeem their Class A ordinary shares irrespective of whether they vote for or against the proposed transaction. If the Company seeks shareholder approval in connection with a business combination, the initial shareholders (as defined below) have agreed to vote their founder shares (as defined in Note 5) and any Class A ordinary shares purchased during or after the IPO in favor of a business combination. In addition, the initial shareholders have agreed to waive their redemption rights with respect to their founder shares and Class A ordinary shares in connection with the completion of a business combination.

In addition, certain institutional and accredited investors (“anchor investors”) have entered into forward purchase agreements with the Company, pursuant to which the anchor investors agreed to purchase an aggregate of 15,789,474 Class A ordinary shares, at a purchase price of $9.50 per Class A ordinary share (for an aggregate amount of approximately $150 million), in a private placement to occur concurrently with the closing of the initial business combination (“forward purchase agreements”). The obligations under the forward purchase agreements do not depend on whether any Class A ordinary shares are redeemed by the public shareholders. In connection with these agreements, if the last reported sale price of the Class A ordinary shares is less than $11.00 (as adjusted for share splits, share combinations and the like) for at least 20 trading days (whether or not consecutive) during the period of 30 consecutive trading days ending on the first anniversary of the initial business combination, each anchor investor may purchase from the sponsors, at a price per Class A ordinary share of $0.01, a number of Class A ordinary shares (“contingent call shares”) no greater than (a) the number of forward purchase shares issued and sold to such anchor investor less any forward purchase shares sold by such anchor investor prior to its exercise of the right to purchase such contingent call shares divided by (b) 18 (as adjusted for share splits, share combinations and the like).

Notwithstanding the foregoing, the Company’s Amended and Restated Memorandum and Articles of Association provides that a public shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Exchange Act), is restricted from redeeming its shares with respect to more than an aggregate of 15% or more of the Class A ordinary shares sold in the IPO, without the prior consent of the Company.

The Company’s sponsors, officers and directors (the “initial shareholders”) agreed not to propose an amendment to the Company’s Memorandum and Articles of Association that would affect the substance or timing of the Company’s obligation to redeem 100% of its Class A ordinary shares if the Company does not complete a business combination, unless the Company provides the public shareholders with the opportunity to redeem their Class A ordinary shares in conjunction with any such amendment.

If the Company is unable to complete a business combination within 24 months from the closing of the IPO, or 27 months from the closing of the IPO if the Company has executed a letter of intent, agreement in principle or definitive agreement for an initial business combination within 24 months from the closing of the IPO (the “Combination Period”), the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no more than ten business days thereafter, redeem 100% of the outstanding Class A ordinary shares which redemption will completely extinguish public shareholders’ rights 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 remaining shareholders and the Company’s board of directors, proceed to commence a voluntary liquidation and thereby a formal dissolution of the Company, subject in each case to its obligations to provide for claims of creditors and the requirements of applicable law.

In connection with the redemption of 100% of the Company’s outstanding Class A ordinary shares for a portion of the funds held in the trust account, each holder will receive a full pro rata portion of the amount then in the trust account, plus any pro-rata interest earned on the funds held in the trust account and not previously released to the Company to fund working capital requirements, subject to an annual limit of $750,000, or to pay the Company’s taxes payable (less up to $100,000 of interest to pay dissolution expenses).

The initial shareholders agreed to waive their liquidation rights with respect to the founder shares if the Company fails to complete a business combination within the combination period. However, if the initial shareholders should acquire Class A ordinary shares in or after the IPO, they will be entitled to liquidating distributions from the trust account with respect to such Class A ordinary shares if the Company fails to complete a business combination within the combination period. The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 6) held in the trust account in the event the Company does not complete a business combination within the combination period and, in such event, such amounts will be included with the funds held in the trust account that will be available to fund the redemption of the Company’s Class A ordinary shares. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including trust account assets) will be only $10.00 per share initially held in the trust account (or less than that in certain circumstances). In order to protect the amounts held in the trust account, the sponsors have agreed to be liable to the Company, jointly and severally, 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 IPO against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the sponsors 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 sponsors will have to indemnify the trust account due to claims of creditors by endeavoring to have all vendors, service providers (other than the Company’s independent auditors), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the trust account.

Liquidity

As of June 30, 2018, the Company had approximately $896,000 in its operating bank account and working capital of approximately $1.1 million.

In order to finance transaction costs in connection with a business combination, the sponsors or an affiliate of the sponsors, 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”) (see Note 5).

Based on the foregoing, management believes that the Company will have sufficient working capital and borrowing capacity to meet the Company’s needs through the earlier of consummation of a business combination or one year from the issuance of these financial statements. Over this time period, the Company will be using these funds for paying existing accounts payable, identifying and evaluating prospective merger or acquisition candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to merge with or acquire, and structuring, negotiating and consummating the business combination.

v3.10.0.1
Summary of Significant Accounting Policies
6 Months Ended
Jun. 30, 2018
Accounting Policies [Abstract]  
Summary of Significant Accounting Policies

Note 2. Summary of Significant Accounting Policies

Basis of presentation

The accompanying unaudited condensed financial statements have been prepared in accordance with United States generally accepted accounting principles (“U.S. GAAP”) for interim financial information and pursuant to the rules and regulations of the SEC. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP. In the opinion of management, all adjustments (consisting of normal accruals) considered for a fair presentation have been included. Operating results for the three and six months ended June 30, 2018 are not necessarily indicative of the results that may be expected for any future period. For further information, refer to the financial statements and footnotes thereto included in the Company’s 2017 10-K filed with the SEC on March 28, 2018.

Emerging growth company

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart our Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.

Further, section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that applyto 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 statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accountant standards used.

Use of estimates

The preparation of the financial statements in conformity with U.S. GAAP requires 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.

Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.

Income taxes

The Company complies with the accounting and reporting requirements of Accounting Standards Codification (“ASC”) Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

 

ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not tobe sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of June 30, 2018 and December 31, 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. In accordance with Cayman federal income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s financial statements. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.

Class A ordinary shares subject to possible redemption

The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Class A ordinary shares subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Conditionally redeemable Class A ordinary shares (including Class A ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, Class A ordinary shares are classified as shareholders’ equity. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, an aggregate of 33,125,198 and 32,900,501 Class A ordinary shares subject to possible redemption at redemption value at June 30, 2018 and December 31, 2017, respectively, are presented as temporary equity, outside of the shareholders’ equity section of the Company’s accompanying balance sheets.

Net Income per Share

The Company complies with accounting and disclosure requirements of FASB ASC 260, “Earnings Per Share.” Net income per common share is computed by dividing net income applicable to common shareholders by the weighted average number of common shares outstanding for the period. The Company has not considered the effect of the warrants sold in the Initial Public Offering (including the consummation of the over-allotment) and Private Placement to purchase an aggregate of 17,433,334 Class A ordinary shares in the calculation of diluted income per share, since their inclusion would be anti-dilutive under the treasury stock method. As a result, diluted income per ordinary share is the same as basic income per ordinary share for the period.

The Company’s statement of operations includes a presentation of income per share for ordinary shares subject to redemption in a manner similar to the two-class method of income per share. Net income per ordinary share, basic and diluted for Class A ordinary share for the three and six months ended June 30, 2018 are calculated by dividing the interest income earned on the Trust Account of approximately $1.4 million and $2.6 million, net of funds available to be withdrawn from Trust for working capital and tax payable purposes (subject to an annual limit of $750,000), resulted in a total of approximately $1.3 million and approximately $2.2 million, respectively, by the weighted average number of Class A ordinary share outstanding for the period. Net income per ordinary share, basic and diluted for Class F ordinary share for the three and six months ended June 30, 2018 are calculated by dividing the net income, less income attributable to Class A ordinary share of approximately $1.3 million and $2.2 million, respectively, by the weighted average number of Class F ordinary shares outstanding for the period.

Concentration of credit risk

Financial instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution which, at times may exceed the Federal Depository Insurance Corporation coverage of $250,000. At June 30, 2018 and December 31, 2017, the Company had not experienced losses on this account and management believes the Company is not exposed to significant risks on such account.

 

Fair value of financial instruments

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the accompanying balance sheets, primarily due to their short-term nature.

Fair Value Measurements

Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include:

 

    Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets;

 

    Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and

 

    Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement.

Recent Accounting Pronouncements

Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements.

v3.10.0.1
Initial Public Offering
6 Months Ended
Jun. 30, 2018
Text Block [Abstract]  
Initial Public Offering

Note 3. Initial Public Offering

On October 23, 2017, the Company sold 34,500,000 units, including the issuance of 4,500,000 units as a result of the underwriters’ exercise of their over-allotment option in full, at a price of $10.00 per unit in the IPO. Each unit consists of one Class A ordinary share and one-third of one redeemable warrant. Each whole warrant will entitle the holder to purchase one Class A ordinary share at an exercise price of $11.50 per share, subject to adjustment (see Note 7).

v3.10.0.1
Private Placement
6 Months Ended
Jun. 30, 2018
Text Block [Abstract]  
Private Placement

Note 4. Private Placement

Concurrently with the closing of the Initial Public Offering, the Sponsors purchased an aggregate of 5,933,334 Private Placement Warrants, generating gross proceeds of $8.9 million in the aggregate in a Private Placement. Each Private Placement Warrant is exercisable to purchase one Class A ordinary share at $11.50 per share. A portion of the proceeds from the Private Placement Warrants 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 Private Placement Warrants will expire worthless.

v3.10.0.1
Related Party Transactions
6 Months Ended
Jun. 30, 2018
Related Party Transactions [Abstract]  
Related Party Transactions

Note 5. Related Party Transactions

Founder Shares

On October 23, 2017, the Company issued an aggregate of 8,625,000 shares of Class F ordinary shares to the sponsors (the “founder shares”) in exchange for an aggregate capital contribution of $25,000, with each sponsor purchasing an equal number of founder shares. The sponsors agreed to forfeit an aggregate of up to 1,125,000 founder shares to the extent that the over-allotment option is not exercised in full by the underwriters. On October 23, 2017, the underwriters exercised their over-allotment option. As a result, the 1,125,000 founder shares were no longer subject to forfeiture. The founder shares will automatically convert into Class A ordinary shares upon the consummation of a business combination, or earlier at the option of the holder, on a one-for-one basis, subject to adjustment (see Note 7).

The initial shareholders agreed not to transfer, assign or sell any of their founder shares until the earliest of (a) one year after the completion of the initial business combination, (b) subsequent to the initial business combination, if the last reported sale price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial business combination, or (C) following the completion of the initial business combination, such future date on which the Company completes a liquidation, merger, share exchange, reorganization or other similar transaction that results in all of our public shareholders having the right to exchange their ordinary shares for cash, securities or other property.

Forward Purchase Agreements

The Company entered into forward purchase agreements with anchor investors (including an affiliate of Fortress Mosaic Sponsor LLC), pursuant to which the anchor investors agreed to purchase an aggregate of 15,789,474 Class A ordinary shares at a purchase price of $9.50 multiplied by the number of Class A ordinary shares purchased (“forward purchase shares”), or approximately $150,000,000 in the aggregate, in a private placement to occur concurrently with the closing of the initial business combination.

In connection with the forward purchase shares sold to the anchor investors, the sponsors will receive (by way of an adjustment to their existing founder shares) an aggregate number of additional founder shares equal to one ninth of the aggregate number of forward purchase shares sold to the anchor investors.

If the last reported sale price of the Class A ordinary shares is less than $11.00 (as adjusted for share splits, share combinations and the like) for at least 20 trading days (whether or not consecutive) during the period of 30 consecutive trading days ending on the first anniversary of the Company’s initial business combination, each anchor investor may purchase from the sponsors, at a price per Class A ordinary share of $0.01, a number of Class A ordinary shares no greater than (a) the number of forward purchase shares issued and sold to such anchor investor less any forward purchase shares sold by such anchor investor prior to its exercise of the right to purchase such contingent call shares divided by (b) 18 (as adjusted for share splits, share combinations and the like).

The forward purchase agreements also provided that the anchor investors are entitled to a right of first offer with respect to any proposed sale of additional equity or equity-linked securities by the Company for capital raising purposes in connection with the closing of the initial business combination (other than forward purchase shares) and registration rights with respect to their forward purchase securities.

The forward purchase agreements provided that prior to our initial business combination each anchor investor has the right to designate one individual to be, at its election, either elected as a member of our board of directors or a non-voting observer of our board of directors.

The proceeds from the sale of the forward purchase shares may be used as part of the consideration to the sellers in the initial business combination, expenses in connection with the initial business combination or for working capital in the post-transaction company. These purchases will be required to be made regardless of whether any Class A ordinary shares are redeemed by the public shareholders and are intended to provide the Company with a minimum funding level for the initial business combination.

The anchor investors will have no right to the funds held in the trust account except with respect to any public shares owned by them.

Office Space and Related Support Services

Effective October 18, 2017, the Company entered into an agreement with an affiliate of one of the sponsors a monthly fee of $16,875 for office space and related support services.

On October 18, 2017, the Company agreed to pay a monthly fee of $5,000 for its Chief Financial Officer (“CFO”) commencing on the closing of the IPO, plus a deferred cash payment of $330 per hour, less cumulative monthly fees paid, payable upon completion of its initial business combination or liquidation, whichever occurs first. In addition, the Company also agreed to pay its CFO according to the agreement for services performed prior to the closing of the Initial Public Offering. Any deferred cash payment will not be claimed against the trust account. Additionally, the Company will issue Class A ordinary shares to him upon completion of the Company’s initial business combination (“Equity Compensation”). The number of Class A ordinary shares to be issued is determined in accordance with an agreed formula, which is estimated to be 4,693 shares as of June 30, 2018. The Company is not obligated to issue the Equity Compensation if no business combination is consummated. The equity compensation fee is an unrecognized contingent liability, as closing of a potential business combination was not considered probable as of June 30, 2018.

The Company had incurred approximately $61,000 and $130,000 in expenses during the three and six months ended June 30, 2018 as reflected in the accompanying Statements of Operations for services provided by related parties in connection with these aforementioned agreements with related parties. An aggregate of $41,460 in fees for these services was accrued as of June 30, 2018 as reflected in the accompanying Balance Sheet.

Related Party Loans

In order to finance transaction costs in connection with a business combination, the sponsors or an affiliate of either sponsor, or certain of our officers and directors may, but are not obligated to, provide Working Capital Loans to the Company as may be required. 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, other than the interest on such proceeds that may be released for working capital purposes. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a business combination, without interest, or, at the lender’s discretion, up to $1,500,000 of such Working Capital Loans may be convertible into warrants of the post business combination entity at a price of $1.50 per warrant. The warrants would be identical to the private placement warrants. There were no Working Capital Loans outstanding as of June 30, 2018 and December 31, 2017.

v3.10.0.1
Commitments & Contingencies
6 Months Ended
Jun. 30, 2018
Commitments and Contingencies Disclosure [Abstract]  
Commitments & Contingencies

Note 6. Commitments & Contingencies

Registration Rights

The holders of the founder shares and private placement warrants and warrants that may be issued upon conversion of Working Capital Loans (and any Class A ordinary shares issuable upon the exercise of the private placement warrants and warrants that may be issued upon conversion of Working Capital Loans) will be entitled to registration rights pursuant to a registration rights agreement to be signed prior to or on the effective date of the IPO. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the consummation of a business combination. However, the registration rights agreement provides that the Company will not permit any registration statement filed under the Securities Act to become effective until termination of the applicable lock-up period. The Company will bear the expenses incurred in connection with the filing of any such registration statements.

Pursuant to the forward purchase agreements, the Company agreed to file within 30 days after the closing of the business combination a registration statement for a secondary offering of the forward purchase shares and contingent call shares and to maintain the effectiveness of such registration statement until the earliest of (A) the date on which the anchor investors cease to hold the securities covered thereby, (B) the date all of the securities covered thereby can be sold publicly without restriction or limitation under Rule 144 under the Securities Act, subject to certain conditions and limitations set forth in the forward purchase agreements.

 

Underwriting Agreement

The Company granted the underwriters a 45-day option from the date of the IPO to purchase up to 4,500,000 additional units to cover over-allotments, if any, at the price paid by the underwriters in the IPO. The underwriters exercised this over-allotment in full concurrently with the closing of the IPO.

The underwriters were entitled to an underwriting discount of $0.20 per unit, or $6.9 million in the aggregate, paid upon the closing of the IPO. Additionally, a deferred underwriting discount of $0.35 per unit, or $12.075 million in the aggregate will be payable to the underwriters from the amounts held in the trust account solely in the event that the Company completes a business combination, subject to the terms of the underwriting agreement.

v3.10.0.1
Shareholders' Equity
6 Months Ended
Jun. 30, 2018
Federal Home Loan Banks [Abstract]  
Shareholders' Equity

Note 7. Shareholders’ Equity

Class A Ordinary Shares—The Company is authorized to issue 200,000,000 shares of Class A ordinary shares with a par value of $0.0001 per share. Holders of the Company’s Class A ordinary shares are entitled to one vote for each share on each matter on which they are entitled to vote. At June 30, 2018 and December 31, 2017, there were 34,500,000 shares of Class A ordinary shares issued and outstanding, including 33,125,198 and 32,900,501 shares of Class A ordinary shares subject to possible redemption, respectively.

Class F Ordinary Shares—The Company is authorized to issue 20,000,000 founder shares with a par value of $0.0001 per share. Holders of the Company’s founder shares are entitled to one vote for each share on each matter on which they are entitled to vote. The founder shares will automatically convert into Class A ordinary shares on the first business day following the consummation of the initial business combination on a one-for-one basis. As of June 30, 2018 and December 31, 2017, there were 8,625,000 shares of founder shares outstanding.

Holders of the founder shares will have the right to elect all of the Company’s directors prior to the initial business combination and each director will need to receive the vote of two-thirds of the outstanding founder shares in order to be elected. Otherwise, holders of Class A ordinary shares and founder shares will vote together as a single class on all matters submitted to a vote of shareholders except as required by law or the applicable rules of the New York Stock Exchange then in effect.

Founder shares will automatically convert into Class A ordinary shares on the first business day following the consummation of the initial business combination, or earlier at the option of the holders, on a one-for-one basis, subject to adjustment. In the case that additional Class A ordinary shares, or equity-linked securities, are issued or deemed issued in excess of the amounts sold in the IPO and related to the closing of the initial business combination, the ratio at which the founder shares shall convert into Class A ordinary shares will be adjusted (unless the holders of two-thirds of the outstanding founder shares agree to waive such anti-dilution adjustment with respect to any such issuance or deemed issuance) so that the number of Class A ordinary shares issuable upon conversion of all founder shares will equal, in the aggregate, 20% of the sum of the total number of all ordinary shares outstanding upon the completion of the IPO plus all Class A ordinary shares and equity-linked securities issued or deemed issued in connection with the initial business combination, excluding any shares or equity-linked securities issued, or to be issued, to any seller in the initial business combination and excluding forward purchase shares sold to the anchor investors. The conversion ratio of the founder shares into Class A ordinary shares will be further adjusted in connection with the forward purchase shares sold to the anchor investors such that the sponsors will receive upon the closing of our initial business combination an aggregate number of additional Class A ordinary shares equal to one ninth of the aggregate number of forward purchase shares sold to the anchor investors.

Preferred Shares—The Company is authorized to issue 1,000,000 preferred shares with a par value of $0.0001 per share. At June 30, 2018 and December 31, 2017, there are no preferred shares issued or outstanding.

 

Warrants—Warrants may only be exercised for a whole number of shares. No fractional warrants will be issued upon separation of the units and only whole warrants will trade. The warrants will become exercisable on the later of (a) 30 days after the completion of a business combination or (b) 12 months from the closing of the IPO; provided in each case that the Company has an effective registration statement under the Securities Act covering the Class A ordinary shares issuable upon exercise of the warrants and a current prospectus relating to them is available (or the Company permits holders to exercise their warrants on a cashless basis and such cashless exercise is exempt from registration under the Securities Act). The Company has agreed that as soon as practicable, but in no event later than 15 business days, after the closing of a business combination, the Company will use its best efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the Class A ordinary shares issuable upon exercise of the warrants. The Company will use its best efforts to cause the same to become effective and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration of the warrants in accordance with the provisions of the warrant agreement. If a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants is not effective by the sixtieth (60th) day after the closing of the initial business combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. The warrants will expire five years after the completion of a business combination or earlier upon redemption or liquidation.

The private placement warrants are identical to the warrants underlying the units sold in the IPO, except that the private placement warrants and the Class A ordinary shares issuable upon exercise of the private placement warrants will not be transferable, assignable or salable until 30 days after the completion of a business combination, subject to certain limited exceptions. Additionally, the private placement warrants will be non-redeemable so long as they are held by the initial purchasers or such purchasers’ permitted transferees. If the private placement warrants are held by someone other than the initial shareholders or their permitted transferees, the private placement warrants will be redeemable by the Company and exercisable by such holders on the same basis as the warrants.

The Company may call the warrants for redemption:

 

  1. For cash:

 

    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 (as adjusted for share splits, share dividends, reorganizations, reclassifications, 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 the Company sends the notice of redemption to the warrant holders.

 

  2. For Class A ordinary shares:

 

    in whole and not in part;

 

    at a price equal to a number of Class A ordinary shares to be determined by reference to a table included in the warrant agreement, based on the redemption date and the fair market value of the Class A ordinary shares;

 

    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 $10.00 per share (as adjusted for share splits, share dividends, reorganizations, reclassifications, recapitalizations and the like) on the trading day prior to the date on which the Company sends notice of redemption to the warrant holders.

If the Company calls the warrants for redemption, management will have the option to require all holders that wish to exercise the warrants to do so on a “cashless basis,” as described in the warrant agreement.

 

The exercise price and number of Class A ordinary shares issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a share dividend, or recapitalization, reorganization, merger or consolidation. However, the warrants will not be adjusted for issuance of Class A ordinary shares at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the warrants shares. If the Company is unable to complete a business combination within the combination period and the Company liquidates the funds held in the trust account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the trust account with the respect to such warrants. In such a situation, the warrants would expire worthless.

v3.10.0.1
Fair Value Measurements
6 Months Ended
Jun. 30, 2018
Fair Value Disclosures [Abstract]  
Fair Value Measurements

Note 8. Fair Value Measurements

The following table presents information about the Company’s assets that are measured on a recurring basis as of June 30, 2018 and indicates the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value.

 

     Quoted Prices      Significant Other      Significant Other  
     in Active Markets      Observable Inputs      Unobservable Inputs  

Description

   (Level 1)      (Level 2)      (Level 3)  

Cash and marketable securities held in Trust Account

   $ 347,233,916      $ —        $ —    
  

 

 

    

 

 

    

 

 

 

Approximately $470 of the balance in the Trust Account was held in cash as of June 30, 2018. As of December 31, 2017, the total balance of $345,000,000 in the Trust Account was held in cash.

v3.10.0.1
Summary of Significant Accounting Policies (Policies)
6 Months Ended
Jun. 30, 2018
Accounting Policies [Abstract]  
Basis of presentation

Basis of presentation

The accompanying unaudited condensed financial statements have been prepared in accordance with United States generally accepted accounting principles (“U.S. GAAP”) for interim financial information and pursuant to the rules and regulations of the SEC. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP. In the opinion of management, all adjustments (consisting of normal accruals) considered for a fair presentation have been included. Operating results for the three and six months ended June 30, 2018 are not necessarily indicative of the results that may be expected for any future period. For further information, refer to the financial statements and footnotes thereto included in the Company’s 2017 10-K filed with the SEC on March 28, 2018.

Emerging growth company

Emerging growth company

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart our Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.

Further, section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that 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. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accountant standards used.

Use of estimates

Use of estimates

The preparation of the financial statements in conformity with U.S. GAAP requires 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.

Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates.

Income taxes

Income taxes

The Company complies with the accounting and reporting requirements of Accounting Standards Codification (“ASC”) Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

 

ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of June 30, 2018 and December 31, 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. In accordance with Cayman federal income tax regulations, income taxes are not levied on the Company. Consequently, income taxes are not reflected in the Company’s financial statements. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.

Class A ordinary shares subject to possible redemption

Class A ordinary shares subject to possible redemption

The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Class A ordinary shares subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Conditionally redeemable Class A ordinary shares (including Class A ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, Class A ordinary shares are classified as shareholders’ equity. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, an aggregate of 33,125,198 and 32,900,501 Class A ordinary shares subject to possible redemption at redemption value at June 30, 2018 and December 31, 2017, respectively, are presented as temporary equity, outside of the shareholders’ equity section of the Company’s accompanying balance sheets.

Net Income per Share

Net Income per Share

The Company complies with accounting and disclosure requirements of FASB ASC 260, “Earnings Per Share.” Net income per common share is computed by dividing net income applicable to common shareholders by the weighted average number of common shares outstanding for the period. The Company has not considered the effect of the warrants sold in the Initial Public Offering (including the consummation of the over-allotment) and Private Placement to purchase an aggregate of 17,433,334 Class A ordinary shares in the calculation of diluted income per share, since their inclusion would be anti-dilutive under the treasury stock method. As a result, diluted income per ordinary share is the same as basic income per ordinary share for the period.

The Company’s statement of operations includes a presentation of income per share for ordinary shares subject to redemption in a manner similar to the two-class method of income per share. Net income per ordinary share, basic and diluted for Class A ordinary share for the three and six months ended June 30, 2018 are calculated by dividing the interest income earned on the Trust Account of approximately $1.4 million and $2.6 million, net of funds available to be withdrawn from Trust for working capital and tax payable purposes (subject to an annual limit of $750,000), resulted in a total of approximately $1.3 million and approximately $2.2 million, respectively, by the weighted average number of Class A ordinary share outstanding for the period. Net income per ordinary share, basic and diluted for Class F ordinary share for the three and six months ended June 30, 2018 are calculated by dividing the net income, less income attributable to Class A ordinary share of approximately $1.3 million and $2.2 million, respectively, by the weighted average number of Class F ordinary shares outstanding for the period.

Concentration of credit risk

Concentration of credit risk

Financial instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution which, at times may exceed the Federal Depository Insurance Corporation coverage of $250,000. At June 30, 2018 and December 31, 2017, the Company had not experienced losses on this account and management believes the Company is not exposed to significant risks on such account.

Fair value of financial instruments

Fair value of financial instruments

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the accompanying balance sheets, primarily due to their short-term nature.

Fair Value Measurements

Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include:

 

    Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets;

 

    Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and

 

    Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement.

Recent Accounting Pronouncements

Recent Accounting Pronouncements

Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements.

v3.10.0.1
Fair Value Measurements (Tables)
6 Months Ended
Jun. 30, 2018
Fair Value Disclosures [Abstract]  
Summary of Fair Value Measurements Measured on Recurring Basis

The following table presents information about the Company’s assets that are measured on a recurring basis as of June 30, 2018 and indicates the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value.

 

     Quoted Prices      Significant Other      Significant Other  
     in Active Markets      Observable Inputs      Unobservable Inputs  

Description

   (Level 1)      (Level 2)      (Level 3)  

Cash and marketable securities held in Trust Account

   $ 347,233,916      $ —        $ —    
  

 

 

    

 

 

    

 

 

 
v3.10.0.1
Description of Organization and Business Operations - Additional Information (Detail) - USD ($)
6 Months Ended
Oct. 23, 2017
Jun. 30, 2018
Dec. 31, 2017
Organization And Business Operations [Line Items]      
Location of incorporation   Cayman Islands  
Date of incorporation   Jul. 26, 2017  
Warrants price per share   $ 1.50  
Trust account $ 345,000,000    
Minimum percentage of fair market value of business acquisition to assets in trust account   80.00%  
Minimum percentage of outstanding voting securities to be acquired for completion of business combination   50.00%  
Cash   $ 895,671 $ 928,388
Annual limit of interest released to fund working capital requirements   750,000  
Minimum net tangible assets to complete business combination   $ 5,000,001  
Percentage of aggregate common shares that may be redeemed without prior consent   15.00%  
Maximum interest to pay dissolution expenses   $ 100,000  
Working capital   $ 1,100,000  
Maximum [Member]      
Organization And Business Operations [Line Items]      
Period from closing of public offering to complete business combination   27 months  
Minimum [Member]      
Organization And Business Operations [Line Items]      
Period from closing of public offering to complete business combination   24 months  
Sponsors [Member] | Private Placement [Member]      
Organization And Business Operations [Line Items]      
Number of private placement warrants issued 5,933,334 5,933,334  
Warrants price per share $ 1.50    
Proceeds from sale of private placement warrants to sponsors $ 8,900,000 $ 8,900,000  
U.S. Government Securities [Member] | Maximum [Member]      
Organization And Business Operations [Line Items]      
Debt instrument, maturity period 180 days    
Class A Ordinary Shares [Member]      
Organization And Business Operations [Line Items]      
Net proceeds from sale of units $ 345,000,000    
Offering costs incurred 19,700,000    
Deferred underwriting commissions $ 12,075,000    
Initial redemption price   $ 10.00  
Percentage of public shares required to repurchase if business combination is not completed within specified period   100.00%  
Class A Ordinary Shares [Member] | IPO [Member]      
Organization And Business Operations [Line Items]      
Sale of units 34,500,000    
Price per share $ 10.00    
Class A Ordinary Shares [Member] | Over-Allotment Option [Member]      
Organization And Business Operations [Line Items]      
Sale of units 4,500,000    
Class A Ordinary Shares [Member] | Anchor Investors [Member]      
Organization And Business Operations [Line Items]      
Shares to be sold under forward agreements   15,789,474  
Forward agreements price per share   $ 9.50  
Forward agreements, aggregate amount   $ 150,000,000  
Class A Ordinary Shares [Member] | Anchor Investors [Member] | Contingent Call Shares [Member]      
Organization And Business Operations [Line Items]      
Threshold share price   $ 11.00  
Number of trading days for calculating share price   20 days  
Number of consecutive trading days for calculating share price   30 days  
Share purchase price   $ 0.01  
Ratio to determine shares that may be purchased   5.56%  
v3.10.0.1
Summary of Significant Accounting Policies - Additional Information (Detail) - USD ($)
3 Months Ended 6 Months Ended
Jun. 30, 2018
Jun. 30, 2018
Dec. 31, 2017
Summary of Significant Accounting Policies [Line Items]      
Interest income earned on trust account $ 1,444,095 $ 2,608,916  
Net of funds available to be withdrawn from trust for working capital purposes   750,000  
Net income 1,288,589 2,246,968  
Federal depository insurance coverage $ 250,000 $ 250,000  
Class A Ordinary Shares [Member]      
Summary of Significant Accounting Policies [Line Items]      
Shares subject to possible redemption 33,125,198 33,125,198 32,900,501
Interest income earned on trust account $ 1,444,095 $ 2,608,916  
Net income 1,288,589 $ 2,246,968  
Class A Ordinary Shares [Member] | Private Placement [Member]      
Summary of Significant Accounting Policies [Line Items]      
Securities excluded from the calculation of basic loss per ordinary share   17,433,334  
Class F Ordinary Shares [Member]      
Summary of Significant Accounting Policies [Line Items]      
Net income 1,288,589 $ 2,246,968  
Cayman Islands Tax Information Authority [Member]      
Summary of Significant Accounting Policies [Line Items]      
Unrecognized tax benefits 0 0 $ 0
Accrued for interest and penalties 0 0 $ 0
Income tax expense   0  
Income taxes payable $ 0 $ 0  
v3.10.0.1
Initial Public Offering - Additional Information (Detail) - Class A Ordinary Shares [Member]
Oct. 23, 2017
$ / shares
shares
IPO [Member]  
Initial Public Offering [Line Items]  
Sale of units 34,500,000
Share unit price per share | $ / shares $ 10.00
Number of shares in each unit 1
Number of redeemable warrants in each unit 0.3333
Warrant exercise price per share | $ / shares $ 11.50
Over-Allotment Option [Member]  
Initial Public Offering [Line Items]  
Sale of units 4,500,000
v3.10.0.1
Private Placement - Additional Information (Detail) - Private Placement [Member] - Sponsors [Member] - USD ($)
$ / shares in Units, $ in Millions
6 Months Ended
Oct. 23, 2017
Jun. 30, 2018
Private Placement [Line Items]    
Number of private placement warrants issued 5,933,334 5,933,334
Proceeds from sale of private placement warrants to sponsors $ 8.9 $ 8.9
Class A Ordinary Shares [Member]    
Private Placement [Line Items]    
Number of shares called by each warrant   1
Private placement shares issued price per share   $ 11.50
v3.10.0.1
Related Party Transactions - Additional Information (Detail)
6 Months Ended
Oct. 23, 2017
USD ($)
shares
Oct. 18, 2017
$ / mo
$ / h
Jun. 30, 2018
USD ($)
$ / shares
shares
Dec. 31, 2017
USD ($)
Related Party Transaction [Line Items]        
Accrued expenses - related parties     $ 41,460 $ 42,915
Warrants price per share | $ / shares     $ 1.50  
Working capital loans     $ 0 $ 0
Warrant [Member] | Maximum [Member]        
Related Party Transaction [Line Items]        
Loans convertible into warrants     1,500,000  
Sponsors [Member]        
Related Party Transaction [Line Items]        
Total expenses - related parties     130,000  
Accrued expenses - related parties     $ 41,460  
Sponsors [Member] | Chief Financial Officer [Member]        
Related Party Transaction [Line Items]        
Monthly fee payable | $ / mo   5,000    
Deferred cash payment per hour | $ / h   330    
Affiliate of Sponsor [Member]        
Related Party Transaction [Line Items]        
Monthly expense for office space and related support services to an affiliate | $ / mo   16,875    
Class F Ordinary Shares [Member]        
Related Party Transaction [Line Items]        
Common stock conversion basis ratio     100.00%  
Class F Ordinary Shares [Member] | Sponsors [Member]        
Related Party Transaction [Line Items]        
Stock issued during period, shares, new issues | shares 8,625,000      
Stock issued during period, value, new issues $ 25,000      
Number of shares to be forfeited if over-allotment option is not exercised | shares 1,125,000      
Common stock conversion basis ratio     100.00%  
Ratio of shares to be received as adjustment to existing shares     11.11%  
Class A Ordinary Shares [Member] | Sponsors [Member]        
Related Party Transaction [Line Items]        
Threshold share price for transfer of shares | $ / shares     $ 12.00  
Number of trading period for transfer of shares     20 days  
Number of consecutive trading period for transfer of shares     30 days  
Period from completion of business combination     150 days  
Class A Ordinary Shares [Member] | Sponsors [Member] | Chief Financial Officer [Member]        
Related Party Transaction [Line Items]        
Ordinary shares to be issued | shares     4,693  
Class A Ordinary Shares [Member] | Anchor Investors [Member]        
Related Party Transaction [Line Items]        
Shares to be sold under forward agreements | shares     15,789,474  
Forward agreements price per share | $ / shares     $ 9.50  
Forward agreements, aggregate amount     $ 150,000,000  
Class A Ordinary Shares [Member] | Anchor Investors [Member] | Contingent Call Shares [Member]        
Related Party Transaction [Line Items]        
Threshold share price | $ / shares     $ 11.00  
Number of trading days for calculating share price     20 days  
Number of consecutive trading days for calculating share price     30 days  
Share purchase price | $ / shares     $ 0.01  
Ratio to determine shares that may be purchased     5.56%  
v3.10.0.1
Commitments & Contingencies - Additional Information (Detail) - USD ($)
$ / shares in Units, $ in Thousands
6 Months Ended
Oct. 23, 2017
Jun. 30, 2018
Other Commitments [Line Items]    
Description of registration rights   Pursuant to the forward purchase agreements, the Company agreed to file within 30 days after the closing of the business combination a registration statement for a secondary offering of the forward purchase shares and contingent call shares and to maintain the effectiveness of such registration statement until the earliest of (A) the date on which the anchor investors cease to hold the securities covered thereby, (B) the date all of the securities covered thereby can be sold publicly without restriction or limitation under Rule 144 under the Securities Act, subject to certain conditions and limitations set forth in the forward purchase agreements.
Class A Ordinary Shares [Member]    
Other Commitments [Line Items]    
Underwriters option period   45 days
Underwriter option to purchase additional shares   4,500,000
Payment for underwriting discount per unit $ 0.20  
Payment for underwriting discount $ 6,900  
Deferred underwriting discount per unit $ 0.35  
Deferred underwriting commissions $ 12,075  
v3.10.0.1
Shareholders' Equity - Additional Information (Detail) - $ / shares
6 Months Ended
Jun. 30, 2018
Dec. 31, 2017
Class of Stock [Line Items]    
Preferred shares, authorized 1,000,000 1,000,000
Preferred shares, par value $ 0.0001 $ 0.0001
Preferred shares, issued 0 0
Preferred shares, outstanding 0 0
Warrant exercise period The warrants will become exercisable on the later of (a) 30 days after the completion of a business combination or (b) 12 months from the closing of the IPO  
Description of registration rights Pursuant to the forward purchase agreements, the Company agreed to file within 30 days after the closing of the business combination a registration statement for a secondary offering of the forward purchase shares and contingent call shares and to maintain the effectiveness of such registration statement until the earliest of (A) the date on which the anchor investors cease to hold the securities covered thereby, (B) the date all of the securities covered thereby can be sold publicly without restriction or limitation under Rule 144 under the Securities Act, subject to certain conditions and limitations set forth in the forward purchase agreements.  
Warrants expiration period after business combination 5 years  
Period from completion of the business combination private placement warrants be transferred, assigned or sold 30 days  
Redemption price per warrant $ 0.01  
Warrants period of notice prior to redemption 30 days  
Share price to be attained for redemption $ 18.00  
Number of trading days 20 days  
Number of consecutive trading days 30 days  
Warrant [Member]    
Class of Stock [Line Items]    
Description of registration rights The Company has agreed that as soon as practicable, but in no event later than 15 business days, after the closing of a business combination, the Company will use its best efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the Class A ordinary shares issuable upon exercise of the warrants. The Company will use its best efforts to cause the same to become effective and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration of the warrants in accordance with the provisions of the warrant agreement. If a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants is not effective by the sixtieth (60th) day after the closing of the initial business combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption.  
Class A Ordinary Shares [Member]    
Class of Stock [Line Items]    
Ordinary shares, authorized 200,000,000 200,000,000
Ordinary shares, par value $ 0.0001 $ 0.0001
Common stock voting rights One vote for each share on each matter on which they are entitled to vote.  
Shares, issued 34,500,000 34,500,000
Shares, outstanding 34,500,000 34,500,000
Shares subject to possible redemption, issued 33,125,198 32,900,501
Shares subject to possible redemption, issued 33,125,198 32,900,501
Ordinary shares, shares issued 1,374,802 1,599,499
Class A Ordinary Shares [Member] | Public Warrants [Member]    
Class of Stock [Line Items]    
Warrants period of notice prior to redemption 30 days  
Share price to be attained for redemption $ 10.00  
Class F Ordinary Shares [Member]    
Class of Stock [Line Items]    
Ordinary shares, authorized 20,000,000 20,000,000
Ordinary shares, par value $ 0.0001 $ 0.0001
Common stock voting rights One vote for each share on each matter on which they are entitled to vote.  
Ordinary shares, shares issued 8,625,000 8,625,000
Common shareholder percentage to elect board of directors 66.67%  
Common stock conversion basis ratio 100.00%  
Ordinary share conversion percentage of share holder agreement required 66.67%  
Percentage value of outstanding shares for conversion 20.00%  
Class F Ordinary Shares [Member] | Sponsors [Member]    
Class of Stock [Line Items]    
Common stock conversion basis ratio 100.00%  
Ratio of shares to be received as adjustment to existing shares 11.11%  
v3.10.0.1
Fair Value Measurements - Summary of Fair Value Measurements Measured on Recurring Basis (Detail) - USD ($)
Jun. 30, 2018
Dec. 31, 2017
Fair Value Measurement Inputs and Valuation Techniques [Line Items]    
Cash and marketable securities held in Trust Account $ 347,233,916 $ 345,000,000
Quoted Prices in Active Markets (Level 1) [Member]    
Fair Value Measurement Inputs and Valuation Techniques [Line Items]    
Cash and marketable securities held in Trust Account $ 347,233,916  
v3.10.0.1
Fair Value Measurements - Additional Information (Detail) - USD ($)
Jun. 30, 2018
Dec. 31, 2017
Fair Value Measurement Inputs and Valuation Techniques [Abstract]    
Cash and marketable securities held in Trust Account $ 347,233,916 $ 345,000,000