VIVINT SMART HOME, INC., 10-Q filed on 8/9/2019
Quarterly Report
v3.19.2
Document and Entity Information - shares
6 Months Ended
Jun. 30, 2019
Aug. 09, 2019
Document Information [Line Items]    
Document Type 10-Q  
Amendment Flag false  
Document Period End Date Jun. 30, 2019  
Document Fiscal Year Focus 2019  
Document Fiscal Period Focus Q2  
Entity Registrant Name Mosaic Acquisition Corp.  
Entity Central Index Key 0001713952  
Current Fiscal Year End Date --12-31  
Entity Current Reporting Status Yes  
Entity Shell Company true  
Entity Filer Category Accelerated Filer  
Entity Small Business false  
Entity Emerging Growth Company true  
Entity Ex Transition Period false  
Entity Interactive Data Current Yes  
Entity Address, State or Province NY  
Warrant [Member]    
Document Information [Line Items]    
Trading Symbol MOSC WS  
Security Exchange Name NYSE  
Title of 12(g) Security Warrants  
Common Class A [Member]    
Document Information [Line Items]    
Trading Symbol MOSC  
Security Exchange Name NYSE  
Title of 12(g) Security Class A common stock  
Entity Common Stock, Shares Outstanding   34,500,000
Common Class A [Member] | One third of one warrant [Member]    
Document Information [Line Items]    
Trading Symbol MOSC.U  
Security Exchange Name NYSE  
Title of 12(g) Security Units, each consisting of one share of Class A common stock, $0.0001 par value, and one-third of one warrant  
Common Class F [Member]    
Document Information [Line Items]    
Entity Common Stock, Shares Outstanding   8,625,000
v3.19.2
Condensed Balance Sheets - USD ($)
Jun. 30, 2019
Dec. 31, 2018
Current assets:    
Cash $ 927,290 $ 892,518
Prepaid expenses 105,245 112,675
Total current assets 1,032,535 1,005,193
Cash and investments held in Trust Account 353,324,452 350,437,823
Total assets 354,356,987 351,443,016
Current liabilities:    
Accounts payable 1,440 8,735
Accrued expenses 20,000  
Accrued expenses—related parties 34,837 37,530
Franchise tax payable 100,000 5,480
Income tax payable 0 44,449
Total current liabilities 156,277 96,194
Deferred underwriting commissions 12,075,000 12,075,000
Total liabilities 12,231,277 12,171,194
Commitments
Stockholders' Equity:    
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding at June 30, 2019 and December 31, 2018, respectively 0 0
Additional paid-in capital 0 0
Retained earnings 4,999,068 4,999,032
Total stockholders' equity 5,000,010 5,000,002
Total Liabilities and Stockholders' Equity 354,356,987 351,443,016
Class A Common Stock [Member]    
Current liabilities:    
Class A common stock, $0.0001 par value; 33,712,570 and 33,427,182 shares subject to possible redemption at June 30, 2019 and December 31, 2018, respectively 337,125,700 334,271,820
Stockholders' Equity:    
Common stock value 79 107
Total stockholders' equity 79 107
Class F Common Stock [Member]    
Stockholders' Equity:    
Common stock value 863 863
Total stockholders' equity $ 863 $ 863
v3.19.2
Condensed Balance Sheets (Parenthetical) - $ / shares
Jun. 30, 2019
Dec. 31, 2018
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 Common Stock [Member]    
Class A common stock, par value $ 0.0001 $ 0.0001
Shares subject to possible redemption 33,712,570 33,427,182
Common stock, par value $ 0.0001 $ 0.0001
Common stock, shares authorized 200,000,000 200,000,000
Common stock, shares issued 787,430 1,072,818
Common stock, shares outstanding 787,430 1,072,818
Class F Common Stock [Member]    
Common stock, par value $ 0.0001 $ 0.0001
Common stock, shares authorized 20,000,000 20,000,000
Common stock, shares issued 8,625,000 8,625,000
Common stock, shares outstanding 8,625,000 8,625,000
v3.19.2
Condensed Statements of Operations - USD ($)
3 Months Ended 6 Months Ended
Jun. 30, 2019
Jun. 30, 2018
Jun. 30, 2019
Jun. 30, 2018
General and administrative expenses $ 166,537 $ 155,506 $ 365,250 $ 361,948
Franchise tax expense 50,000   94,746  
Loss from operations (216,537) (155,506) (459,996) (361,948)
Interest income 2,125,942 1,444,095 4,166,596 2,608,916
Income before income tax expense 1,909,405 1,288,589 3,706,600 2,246,968
Income tax expense 433,519   852,712  
Net income 1,475,886 $ 1,288,589 $ 2,853,888 $ 2,246,968
Class A Common Stock [Member]        
Net income $ 0      
Weighted average shares outstanding 34,500,000 34,500,000 34,500,000 34,500,000
Basic and diluted net income per share $ 0.04 $ 0.04 $ 0.08 $ 0.07
Class F Common Stock [Member]        
Net income $ 0      
Weighted average shares outstanding 8,625,000 8,625,000 8,625,000 8,625,000
Basic and diluted net income per share $ 0.00 $ 0.00 $ 0.00 $ 0.00
v3.19.2
Condensed Statements of Changes in Shareholders' Equity - USD ($)
Total
Additional Paid-in Capital [Member]
Retained Earnings (Accumulated Deficit) [Member]
Class A Common Stock [Member]
Class F Common Stock [Member]
Beginning Balance at Dec. 31, 2017 $ 5,000,010 $ 5,215,674 $ (216,687) $ 160 $ 863
Beginning Balance, shares at Dec. 31, 2017       1,599,499 8,625,000
Common stock subject to possible redemption (958,379) (958,369)   $ (10)  
Common stock subject to possible redemption, shares       (95,838)  
Net income 958,379   958,379    
Ending Balance at Mar. 31, 2018 5,000,010 4,257,305 741,692 $ 150 $ 863
Ending Balance, shares at Mar. 31, 2018       1,503,661 8,625,000
Beginning Balance at Dec. 31, 2017 5,000,010 5,215,674 (216,687) $ 160 $ 863
Beginning Balance, shares at Dec. 31, 2017       1,599,499 8,625,000
Common stock subject to possible redemption (1,288,591) (1,288,578)   $ (13)  
Common stock subject to possible redemption, shares       (128,859)  
Net income 2,246,968   1,288,589    
Ending Balance at Jun. 30, 2018 5,000,008 2,968,727 2,030,281 $ 137 $ 863
Ending Balance, shares at Jun. 30, 2018       1,374,802 8,625,000
Beginning Balance at Mar. 31, 2018 5,000,010 4,257,305 741,692 $ 150 $ 863
Beginning Balance, shares at Mar. 31, 2018       1,503,661 8,625,000
Net income 1,288,589        
Ending Balance at Jun. 30, 2018 5,000,008 2,968,727 2,030,281 $ 137 $ 863
Ending Balance, shares at Jun. 30, 2018       1,374,802 8,625,000
Beginning Balance at Dec. 31, 2018 5,000,002 0 4,999,032 $ 107 $ 863
Beginning Balance, shares at Dec. 31, 2018       1,072,818 8,625,000
Common stock subject to possible redemption (1,378,000) 0 (1,377,987) $ (13) $ 0
Common stock subject to possible redemption, shares       (137,800) 0
Net income 1,378,002 0 1,378,002 $ 0 $ 0
Ending Balance at Mar. 31, 2019 5,000,004 0 4,999,047 $ 94 $ 863
Ending Balance, shares at Mar. 31, 2019       935,018 8,625,000
Beginning Balance at Dec. 31, 2018 5,000,002 0 4,999,032 $ 107 $ 863
Beginning Balance, shares at Dec. 31, 2018       1,072,818 8,625,000
Net income 2,853,888        
Ending Balance at Jun. 30, 2019 5,000,010 0 4,999,068 $ 79 $ 863
Ending Balance, shares at Jun. 30, 2019       787,430 8,625,000
Beginning Balance at Mar. 31, 2019 5,000,004 0 4,999,047 $ 94 $ 863
Beginning Balance, shares at Mar. 31, 2019       935,018 8,625,000
Common stock subject to possible redemption (1,475,880) 0 (1,475,865) $ (15) $ 0
Common stock subject to possible redemption, shares       (147,588) 0
Net income 1,475,886 0 1,475,886 $ 0 $ 0
Ending Balance at Jun. 30, 2019 $ 5,000,010 $ 0 $ 4,999,068 $ 79 $ 863
Ending Balance, shares at Jun. 30, 2019       787,430 8,625,000
v3.19.2
Condensed Statements of Cash Flows - USD ($)
6 Months Ended
Jun. 30, 2019
Jun. 30, 2018
Cash Flows from Operating Activities:    
Net income $ 2,853,888 $ 2,246,968
Adjustments to reconcile net income to net cash used in operating activities:    
Interest income from investments held in Trust Account (4,166,596) (2,608,916)
Changes in operating assets and liabilities:    
Prepaid expenses 7,430 53,633
Accounts payable (7,295) (92,947)
Accrued expenses 20,000 (5,000)
Accrued expenses—related parties (2,693) (1,455)
Franchise tax payable 94,520  
Income tax payable (44,449)  
Net cash used in operating activities (1,245,195) (407,717)
Cash Flows from Investing Activities    
Interest released from Trust Account 1,279,967 375,000
Net cash provided by investing activities 1,279,967 375,000
Net change in cash 34,772 (32,717)
Cash—beginning of the period 892,518 928,388
Cash—end of the period 927,290 895,671
Supplemental disclosure of noncash transactions:    
Change in value of Class A common stock subject to possible redemption 2,853,880 $ 2,246,970
Supplemental cash flow disclosure:    
Cash paid for income taxes $ 902,967  
v3.19.2
Description of Organization and Business Operations
6 Months Ended
Jun. 30, 2019
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 and was incorporated in the Cayman Islands on July 26, 2017. Effective December 21, 2018, the Company changed its jurisdiction of incorporation from Cayman Islands to the State of Delaware (“Domestication”). 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, 2019 relates to the Company’s formation, completion of the initial public offering (“Initial Public Offering”), entering into 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 Initial Public Offering was declared effective on October 18, 2017. On October 23, 2017, the Company consummated its Initial Public Offering 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 Initial Public Offering, 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 Initial Public Offering and private placement, $345 million ($10.00 per unit) of the aggregate net proceeds of the sale of the units in the Initial Public Offering 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.
The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of private placement warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company’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 holders of Class A common stock (“public stockholders”) with the opportunity to redeem all or a portion of their Class A common stock 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. If, however, stockholder approval of the transaction is required by law or stock exchange listing requirement, or the Company decides to obtain stockholder 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 stockholders will be entitled to redeem their Class A common stock 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. Since inception, the Company has withdrawn approximately $1.1 million for working capital and approximately $906,000 for taxes obligations. The
per-share
amount to be distributed to public stockholders who redeem their Class A common stock will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters (as discussed in Note 6). These shares of Class A common stock are recorded at a redemption value and classified as temporary equity upon the completion of the Initial Public Offering, 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 stockholder vote is not required by the law and the Company does not decide to hold a stockholder vote for business or other legal reasons, the Company will, pursuant to its certificate of incorporation, 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 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 Class A common stock 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 in Note 5) and any Class A common stock 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 Class A common stock 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 shares of Class A common stock, at a purchase price of $9.50 per share of Class A common stock (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 common stock are redeemed by the public stockholders. In connection with these agreements, if the last reported sale price of the Class A common stock 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 share of Class A common stock of $0.01, a number of Class A common stock (“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 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 Exchange Act), is restricted from redeeming its shares with respect to more than an aggregate of 15% or more of the Class A common stock sold in the Initial Public Offering, without the prior consent of the Company.
The Company’s sponsors, officers and directors (the “initial stockholders”) 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 common stock if the Company does not complete a business combination, unless the Company provides the public stockholders with the opportunity to redeem their Class A common stock in conjunction with any such amendment.
If the Company is unable to complete a business combination within 24 months from the closing of the Initial Public Offering (or October 23, 2019), or 27 months from the closing of the Initial Public Offering (or January 23, 2020) 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 Initial Public Offering (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 common stock which redemption will completely extinguish public stockholders’ rights as stockholders (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 stockholders 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.
The initial stockholders 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 Class A common stock in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Class A common stock 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 common stock. 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 Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the 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.
Going Concern
As of June 30, 2019, the Company had approximately $927,000 in its operating bank account, approximately $8.3 million of interest income from investments held in Trust Account available to fund working capital requirements, subject to an annual limit of $750,000, and/or to pay for the Company’s tax obligations, and working capital of approximately $876,000.
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).
In connection with the Company’s assessment of going concern considerations in accordance with the Financial Accounting Standard Board’s Accounting Standards Update (“ASU”)
2014-15,
“Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management has determined that the mandatory liquidation and subsequent dissolution raises substantial doubt about the Company’s ability to continue as a going concern. Management has not recorded any adjustments to the carrying amounts of assets or liabilities after considering the requirement to liquidate after October 23, 2019 if the Company is unable to complete a Business Combination.
v3.19.2
Summary of Significant Accounting Policies
6 Months Ended
Jun. 30, 2019
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, 2019 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 2018 10-K
filed with the SEC on March 18, 2019.
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 stockholder 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
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 periods.
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
to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands was the Company’s major tax jurisdiction from inception, and changed to the State of Delaware since the Domestication on December 21, 2018. 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, 2019 and December 31, 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.
At June 30, 2019 and December 31, 2018, the Company had gross deferred tax assets related federal and state net operating loss carry forwards for income tax purposes of approximately $86,000 and $9,000, respectively. In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the period in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and taxing strategies in making this assessment. In case the deferred tax assets will not be realized in future periods, the Company has provided a valuation allowance for the full amount of the deferred tax assets at June 30, 2019 and December 31, 2018.
Class A common stock subject to possible redemption
The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “
Distinguishing Liabilities from Equity
” Class A common stock subject to mandatory redemption (if any) are classified as liability instruments. Conditionally redeemable Class A common stock (including Class A common stock 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 common stock is classified as stockholders’ equity. The Company’s Class A common stock feature contains 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 33,712,570 and 33,427,182 Class A common stock subject to possible redemption at redemption value at June 30, 2019 and December 31, 2018, respectively, are presented as temporary equity, outside of the stockholders’ equity section of the Company’s accompanying balance sheets.
Net Income per Share of Common Stock
The Company’s statement of operations includes a presentation of income per share for common stock subject to redemption in a manner similar to the
two-class
method of income per share.
Net income per common stock, basic and diluted for Class A common stock for the three and six months ended June 30, 2019 are calculated by dividing the interest income earned on the Trust Account, net of funds available to be withdrawn from the Trust Account for working capital (subject to an annual limit of $750,000) and tax payable purposes, resulted in a total of approximately $1.48 million and $2.85 million, respectively, by the weighted average number of Class A common stock outstanding for the period. Net income per common stock, basic and diluted for Class A common stock for the three and six months ended June 30, 2018 are calculated by dividing the interest income earned on the Trust Account, net of funds available to be withdrawn from the Trust Account for working capital (subject to an annual limit of $750,000) and tax payable purposes, resulted in a total of approximately $1.29 million and $2.25 million, respectively, by the weighted average number of Class A common stock outstanding for the period.
Net income per common stock, basic and diluted for Class F common stock for the three and six months ended June 30, 2019 and 2018 are calculated by dividing the net income, less income attributable to Class A common stock by the weighted average number of Class F common stock outstanding for the period.
The Company complies with accounting and disclosure requirements of FASB ASC 260, “
Earnings Per Share
”. Net loss per share of common stock is computed by dividing net loss applicable to common stockholders by the weighted average number of common stock 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 shares of Class A common stock in the calculation of diluted loss per share, since their inclusion would be anti-dilutive under the treasury stock method at June 30, 2019 and 2018.
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, 2019 and December 31, 2018, 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.
v3.19.2
Initial Public Offering
6 Months Ended
Jun. 30, 2019
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 Initial Public Offering. Each unit consists of one share of Class A common stock and
one-third
of one redeemable warrant. Each whole warrant will entitle the holder to purchase one share of Class A common stock at an exercise price of $11.50 per share, subject to adjustment (see Note 7).
v3.19.2
Private Placement
6 Months Ended
Jun. 30, 2019
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 share of Class A common stock 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.
v3.19.2
Related Party Transactions
6 Months Ended
Jun. 30, 2019
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 common stock 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 common stock 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 stockholders 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 common stock 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 stockholders having the right to exchange their common stock 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 shares of Class A common stock at a purchase price of $9.50 multiplied by the number of shares of Class A common stock 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 common stock 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 common stock of $0.01, a number of Class A common stock 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 common stock are redeemed by the public stockholders 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 Initial Public Offering, 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 common stock to him upon completion of the Company’s initial business combination (“Equity Compensation”). The number of Class A common stock to be issued is determined in accordance with an agreed formula, which is estimated to be 7,583 shares as of June 30, 2019. 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, 2019.
During the three months ended June 30, 2019 and 2018, the Company incurred approximately $61,000 in each period for services provided by related parties in connection with these aforementioned agreements, as reflected in the accompanying unaudited condensed statements of operations. During the six months ended June 30, 2019 and 2018, the Company incurred approximately $129,000 and $130,000, respectively, for services provided by related parties in connection with these aforementioned agreements, as reflected in the accompanying unaudited condensed statements of operations.
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, 2019 and December 31, 2018.
v3.19.2
Commitments & Contingencies
6 Months Ended
Jun. 30, 2019
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 common stock 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 Initial Public Offering. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities. 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 Initial Public Offering to purchase up to 4,500,000 additional units to cover over-allotments, if any, at the price paid by the underwriters in the Initial Public Offering. The underwriters exercised this over-allotment in full concurrently with the closing of the Initial Public Offering.
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 Initial Public Offering. 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.
v3.19.2
Stockholders Equity
6 Months Ended
Jun. 30, 2019
Equity [Abstract]  
Stockholders Equity
Note 7. Stockholders’ Equity
Class
 A Common Stock—
The Company is authorized to issue 200,000,000 shares of Class A common stock with a par value of $0.0001 per share. Holders of the Company’s Class A common stock are entitled to one vote for each share on each matter on which they are entitled to vote. At June 30, 2019 and December 31, 2018, there were 34,500,000 shares of Class A common stock issued and outstanding, including 33,712,570 and 33,427,182 shares of Class A common stock subject to possible redemption, respectively.
Class
 F Common Stock—
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 common stock on the first business day following the consummation of the initial business combination on a
one-for-one
basis. As of June 30, 2019 and December 31, 2018, there were 8,625,000 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 common stock and founder shares will vote together as a single class on all matters submitted to a vote of stockholders 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 common stock 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 common stock, or equity-linked securities, are issued or deemed issued in excess of the amounts sold in the Initial Public Offering and related to the closing of the initial business combination, the ratio at which the founder shares shall convert into Class A common stock 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 common stock issuable upon conversion of all founder shares will equal, in the aggregate, 20% of the sum of the total number of all common stock outstanding upon the completion of the Initial Public Offering plus all Class A common stock 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 common stock 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 common stock equal to one ninth of the aggregate number of forward purchase shares sold to the anchor investors.
Preferred Stock—
The Company is authorized to issue 1,000,000 preferred stock with a par value of $0.0001 per share. At June 30, 2019 and December 31, 2018, there are no preferred stock 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 Initial Public Offering; provided in each case that the Company has an effective registration statement under the Securities Act covering the Class A common stock 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 common stock 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 common stock 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 Initial Public Offering, except that the private placement warrants and the Class A common stock 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 stockholders 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 common stock 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 common stock:
 
  
in whole and not in part;
 
  
at a price equal to a number of Class A common stock 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 common stock;
 
  
upon a minimum of 30 days’ prior written notice of redemption; and
 
  
if, and only if, the last reported closing price of the common stock 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 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 Class A common stock 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.
v3.19.2
Fair Value Measurements
6 Months Ended
Jun. 30, 2019
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, 2019 and December 31, 2018 and indicates the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value.
June 30, 2019
 
Description
 
Quoted Prices

in Active Markets

(Level 1)
  
Significant Other

Observable Inputs

(Level 2)
  
Significant Other

Unobservable Inputs

(Level 3)
 
Cash and investments held in Trust Account
 $353,323,482  $0  $0 
 
December 31, 2018
 
Description
 
Quoted Prices

in Active Markets

(Level 1)
  
Significant Other

Observable Inputs

(Level 2)
  
Significant Other

Unobservable Inputs

(Level 3)
 
Cash and investments held in Trust Account
 $350,437,823  $—    $—   
As of June 30, 2019 and December 31, 2018, approximately $971 and $0 of the balance in the Trust Account was held in cash.
v3.19.2
Subsequent Event
6 Months Ended
Jun. 30, 2019
Subsequent Events [Abstract]  
Subsequent Event
Note 9. Subsequent Event
The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the unaudited condensed financial statements were available to be issued.
v3.19.2
Summary of Significant Accounting Policies (Policies)
6 Months Ended
Jun. 30, 2019
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, 2019 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 2018 10-K
filed with the SEC on March 18, 2019.
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 stockholder 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 periods.
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 was the Company’s major tax jurisdiction from inception, and changed to the State of Delaware since the Domestication on December 21, 2018. 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, 2019 and December 31, 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.
At June 30, 2019 and December 31, 2018, the Company had gross deferred tax assets related federal and state net operating loss carry forwards for income tax purposes of approximately $86,000 and $9,000, respectively. In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the period in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and taxing strategies in making this assessment. In case the deferred tax assets will not be realized in future periods, the Company has provided a valuation allowance for the full amount of the deferred tax assets at June 30, 2019 and December 31, 2018.
Class A common stock subject to possible redemption
Class A common stock subject to possible redemption
The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “
Distinguishing Liabilities from Equity
” Class A common stock subject to mandatory redemption (if any) are classified as liability instruments. Conditionally redeemable Class A common stock (including Class A common stock 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 common stock is classified as stockholders’ equity. The Company’s Class A common stock feature contains 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 33,712,570 and 33,427,182 Class A common stock subject to possible redemption at redemption value at June 30, 2019 and December 31, 2018, respectively, are presented as temporary equity, outside of the stockholders’ equity section of the Company’s accompanying balance sheets.
Net Income per Share of Common Stock
Net Income per Share of Common Stock
The Company’s statement of operations includes a presentation of income per share for common stock subject to redemption in a manner similar to the
two-class
method of income per share.
Net income per common stock, basic and diluted for Class A common stock for the three and six months ended June 30, 2019 are calculated by dividing the interest income earned on the Trust Account, net of funds available to be withdrawn from the Trust Account for working capital (subject to an annual limit of $750,000) and tax payable purposes, resulted in a total of approximately $1.48 million and $2.85 million, respectively, by the weighted average number of Class A common stock outstanding for the period. Net income per common stock, basic and diluted for Class A common stock for the three and six months ended June 30, 2018 are calculated by dividing the interest income earned on the Trust Account, net of funds available to be withdrawn from the Trust Account for working capital (subject to an annual limit of $750,000) and tax payable purposes, resulted in a total of approximately $1.29 million and $2.25 million, respectively, by the weighted average number of Class A common stock outstanding for the period.
Net income per common stock, basic and diluted for Class F common stock for the three and six months ended June 30, 2019 and 2018 are calculated by dividing the net income, less income attributable to Class A common stock by the weighted average number of Class F common stock outstanding for the period.
The Company complies with accounting and disclosure requirements of FASB ASC 260, “
Earnings Per Share
”. Net loss per share of common stock is computed by dividing net loss applicable to common stockholders by the weighted average number of common stock 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 shares of Class A common stock in the calculation of diluted loss per share, since their inclusion would be anti-dilutive under the treasury stock method at June 30, 2019 and 2018.
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, 2019 and December 31, 2018, 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.
v3.19.2
Fair Value Measurements (Tables)
6 Months Ended
Jun. 30, 2019
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, 2019 and December 31, 2018 and indicates the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value.
June 30, 2019
 
Description
 
Quoted Prices

in Active Markets

(Level 1)
  
Significant Other

Observable Inputs

(Level 2)
  
Significant Other

Unobservable Inputs

(Level 3)
 
Cash and investments held in Trust Account
 $353,323,482  $0  $0 
 
December 31, 2018
 
Description
 
Quoted Prices

in Active Markets

(Level 1)
  
Significant Other

Observable Inputs

(Level 2)
  
Significant Other

Unobservable Inputs

(Level 3)
 
Cash and investments held in Trust Account
 $350,437,823  $—    $—   
v3.19.2
Description of Organization and Business Operations - Additional Information (Detail) - USD ($)
6 Months Ended
Oct. 23, 2017
Jun. 30, 2019
Dec. 31, 2018
Organization And Business Operations [Line Items]      
Location of incorporation   KY  
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%  
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%  
Interest earned from funds held in trust account for working capital purposes   $ 8,300,000  
Cash   927,290 $ 892,518
Working capital   876,000  
Proceeds From Withdrawal From Funds Held In Trust For Working Capital Requirement   1,100,000  
Proceeds From Withdrawal From Funds Held In Trust For Tax Obligation   $ 906,000  
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 Common Stock [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 $ 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 Common Stock [Member] | Initial Public Offering [Member]      
Organization And Business Operations [Line Items]      
Sale of units 34,500,000 34,500,000  
Price per share $ 10.00 $ 10.00  
Class A Common Stock [Member] | Over-Allotment Option [Member]      
Organization And Business Operations [Line Items]      
Sale of units 4,500,000 4,500,000  
Class A Common Stock [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 Common Stock [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  
v3.19.2
Summary of Significant Accounting Policies - Additional Information (Detail) - USD ($)
3 Months Ended 6 Months Ended
Jun. 30, 2019
Jun. 30, 2018
Jun. 30, 2019
Jun. 30, 2018
Dec. 31, 2018
Summary of Significant Accounting Policies [Line Items]          
Net operating loss carry forwards for income tax $ 86,000   $ 86,000   $ 9,000
Net of funds available to be withdrawn from trust for working capital purposes     750,000 $ 750,000  
Federal depository insurance coverage $ 250,000   $ 250,000    
Class A Common Stock [Member]          
Summary of Significant Accounting Policies [Line Items]          
Shares subject to possible redemption 33,712,570   33,712,570   33,427,182
Net Income Attributable To Common Stockholders Basic And Diluted $ 1,480,000 $ 1,290,000 $ 2,850,000 $ 2,250,000  
Class A Common Stock [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 17,433,334  
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
v3.19.2
Initial Public Offering - Additional Information (Detail) - Class A Common Stock [Member] - $ / shares
6 Months Ended
Oct. 23, 2017
Jun. 30, 2019
Initial Public Offering [Member]    
Initial Public Offering [Line Items]    
Sale of units 34,500,000 34,500,000
Share unit price per share $ 10.00 $ 10.00
Number of shares in each unit 1  
Number of redeemable warrants in each unit 0.3333  
Warrant exercise price per share $ 11.50  
Over-Allotment Option [Member]    
Initial Public Offering [Line Items]    
Sale of units 4,500,000 4,500,000
v3.19.2
Private Placement - Additional Information (Detail) - Private Placement [Member] - Sponsors [Member] - USD ($)
$ / shares in Units, $ in Millions
6 Months Ended
Oct. 23, 2017
Jun. 30, 2019
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 Common Stock [Member]    
Private Placement [Line Items]    
Number of shares called by each warrant   1
Private placement shares issued price per share   $ 11.50
v3.19.2
Related Party Transactions - Additional Information (Detail)
6 Months Ended
Oct. 23, 2017
USD ($)
shares
Oct. 18, 2017
$ / mo
$ / h
Jun. 30, 2019
USD ($)
$ / shares
shares
Dec. 31, 2018
USD ($)
Jun. 30, 2018
USD ($)
Related Party Transaction [Line Items]          
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 | $     $ 129,000   $ 130,000
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]          
Common stock conversion basis ratio     100.00%    
Monthly expense for office space and related support services to an affiliate | $ / mo   16,875      
Class F Common Stock [Member]          
Related Party Transaction [Line Items]          
Common stock conversion basis ratio     100.00%    
Class F Common Stock [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 Common Stock [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 Common Stock [Member] | Sponsors [Member] | Chief Financial Officer [Member]          
Related Party Transaction [Line Items]          
Ordinary shares to be issued | shares     7,583    
Class A Common Stock [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 Common Stock [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%    
v3.19.2
Commitments & Contingencies - Additional Information (Detail) - USD ($)
$ / shares in Units, $ in Thousands
6 Months Ended
Oct. 23, 2017
Jun. 30, 2019
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 Common Stock [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 $ 12,075
v3.19.2
Shareholders Equity - Additional Information (Detail) - $ / shares
6 Months Ended
Jun. 30, 2019
Dec. 31, 2018
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 Initial Public Offering  
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 common stock 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 common stock 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 Common Stock [Member]    
Class of Stock [Line Items]    
Common stock, authorized 200,000,000 200,000,000
Common stock, 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 33,712,570 33,712,570
Shares subject to possible redemption, issued 33,427,182 33,427,182
Common stock, shares issued 787,430 1,072,818
Class A Common Stock [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 Common Stock [Member]    
Class of Stock [Line Items]    
Common stock, authorized 20,000,000 20,000,000
Common stock, 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.  
Common stock, shares issued 8,625,000 8,625,000
Common shareholder percentage to elect board of directors 66.70%  
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%  
v3.19.2
Fair Value Measurements - Summary of Fair Value Measurements Measured on Recurring Basis (Detail) - USD ($)
Jun. 30, 2019
Dec. 31, 2018
Fair Value Measurement Inputs and Valuation Techniques [Line Items]    
Cash and investments held in Trust Account $ 353,324,452 $ 350,437,823
Quoted Prices in Active Markets (Level 1) [Member]    
Fair Value Measurement Inputs and Valuation Techniques [Line Items]    
Cash and investments held in Trust Account 353,323,482 $ 350,437,823
Quoted Prices in Active Markets (Level 2) [Member]    
Fair Value Measurement Inputs and Valuation Techniques [Line Items]    
Cash and investments held in Trust Account 0  
Quoted Prices in Active Markets (Level 3) [Member]    
Fair Value Measurement Inputs and Valuation Techniques [Line Items]    
Cash and investments held in Trust Account $ 0  
v3.19.2
Fair Value Measurements - Additional Information (Detail) - USD ($)
Jun. 30, 2019
Dec. 31, 2018
Fair Value Measurement Inputs and Valuation Techniques [Abstract]    
Cash and marketable securities held in Trust Account $ 353,324,452 $ 350,437,823