VIVINT SMART HOME, INC., 10-Q filed on 12/1/2017
Quarterly Report
v3.8.0.1
Document and Entity Information - shares
2 Months Ended
Sep. 30, 2017
Dec. 01, 2017
Document Information [Line Items]    
Document Type 10-Q  
Amendment Flag false  
Document Period End Date Sep. 30, 2017  
Document Fiscal Year Focus 2017  
Document Fiscal Period Focus Q3  
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
v3.8.0.1
Condensed Balance Sheet
Sep. 30, 2017
USD ($)
Assets:  
Current assets: Cash $ 32,081
Deferred offering costs associated with initial public offering 593,764
Total assets 625,845
Current liabilities:  
Accounts payable 57,500
Accrued expenses 476,166
Accrued expenses - related parties 23,265
Note payable - related parties 100,000
Total current liabilities 656,931
Commitments and Contingencies
Shareholder's Deficit:  
Preferred shares, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding
Additional paid-in capital 24,137
Accumulated deficit (56,086)
Total shareholder's deficit (31,086)
Total Liabilities and Shareholder's Deficit 625,845
Class F Ordinary Shares [Member]  
Shareholder's Deficit:  
Ordinary shares value $ 863
v3.8.0.1
Condensed Balance Sheet (Parenthetical)
Sep. 30, 2017
$ / shares
shares
Preferred shares, par value | $ / shares $ 0.0001
Preferred shares, shares authorized 1,000,000
Preferred shares, shares issued 0
Preferred shares, shares outstanding 0
Class A Ordinary Shares [Member]  
Ordinary shares, par value | $ / shares $ 0.0001
Ordinary shares, shares authorized 200,000,000
Ordinary shares, shares issued 0
Ordinary shares, shares outstanding 0
Class F Ordinary Shares [Member]  
Ordinary shares, par value | $ / shares $ 0.0001
Ordinary shares, shares authorized 20,000,000
Ordinary shares, shares issued 8,625,000
Ordinary shares, shares outstanding 8,625,000
v3.8.0.1
Condensed Statement of Operations
2 Months Ended
Sep. 30, 2017
USD ($)
$ / shares
shares
Income Statement [Abstract]  
Formation and operating costs $ 56,086
Net loss $ (56,086)
Weighted average shares outstanding, basic and diluted | shares 8,625,000
Basic and diluted net loss per share | $ / shares $ (0.01)
v3.8.0.1
Condensed Statement of Cash Flows
2 Months Ended
Sep. 30, 2017
USD ($)
Cash Flows from Operating Activities:  
Net loss $ (56,086)
Changes in operating assets and liabilities:  
Accrued expenses 271,166
Accrued expenses - related parties 23,265
Net cash provided by operating activities 238,345
Cash Flows from Financing Activities:  
Proceeds from issuance of Class F ordinary shares to Sponsors 25,000
Proceeds received under loan from related parties 100,000
Payment of offering costs (331,264)
Net cash used in financing activities (206,264)
Net change in cash 32,081
Cash - ending of the period 32,081
Supplemental disclosure of noncash transactions:  
Offering costs included in accounts payable 57,500
Offering costs included in accrued expenses $ 205,000
v3.8.0.1
Description of Organization and Business Operations
2 Months Ended
Sep. 30, 2017
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 newly organized 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.

At September 30, 2017, the Company had not yet commenced operations. All activities for the period from July 26, 2017 (inception) through September 30, 2017 relates to the Company’s formation and the preparation for the initial public offering, which is described below. The Company has selected December 31 as its fiscal year end.

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 (the “Initial Public Offering”) of 34,500,000 units (“Units” and, with respect to the Class A ordinary shares included in the Units being offered, the “Public Shares”), 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 will be 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 shareholders of Public Shares (“Public Shareholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a shareholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. 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 Public 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 Public Shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters (as discussed in Note 6). These Public Shares will be 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 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 Public 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 Public Shares purchased during or after the Initial Public Offering 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 Public 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, in a private placement to occur concurrently with the closing of the initial Business Combination. The obligations under the forward purchase agreements do not depend on whether any Public 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), will be 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 Initial Public Offering, without the prior consent of the Company.

The Company’s Sponsors, officers and directors (the “Initial Shareholders”) have 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 Public 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 Initial Public Offering, or 27 months from the closing of the Initial Public Offering 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 Public 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 Public 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 have agreed to waive their liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Initial Shareholders should acquire Public Shares in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within the Combination Period. 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 Public Shares. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be only $10.00 per share initially held in the Trust Account (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.

v3.8.0.1
Summary of Significant Accounting Policies
2 Months Ended
Sep. 30, 2017
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 period from July 26, 2017 (inception) through September 30, 2017 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 final prospectus and Current Report on Form 8-K filed with the SEC on October 19, 2017 and October 27, 2017, respectively.

In connection with the Company’s assessment of going concern considerations in accordance with ASU 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern”, as of September 30, 2017, the Company does not have sufficient liquidity to meet its current obligations. However, management has determined that the Company has access to funds from the Sponsor entity that are sufficient to fund the working capital needs of the Company until the earlier of the consummation of the Proposed Offering or a minimum one year from the date of issuance of these financial statements.

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

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 .

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 as of September 30, 2017, 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.

Deferred Offering costs

Deferred offering costs consist of legal, accounting and other costs incurred through September 30, 2017 that are directly related to the Initial Public Offering and were charged to stockholders’ equity upon the completion of the Initial Public Offering in October 2017.

Income taxes

The Company complies with the accounting and reporting requirements of 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 September 30, 2017. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position.

There is currently no taxation imposed on income by the Government of the Cayman Islands. 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.

 

Net Loss Per Share

The Company complies with accounting and disclosure requirements of ASC Topic 260, “Earnings Per Share.” Net loss per share is computed by dividing net loss by the weighted average number of common stock outstanding during the period. At September 30, 2017, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into common stock and then share in the earnings of the Company. As a result, diluted loss per share is the same as basic loss per share for the period presented.

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 Coverage of $250,000. At September 30, 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 sheet, primarily due to their short-term nature.

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 condensed financial statements.

v3.8.0.1
Initial Public Offering
2 Months Ended
Sep. 30, 2017
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 Class A ordinary share and one-third of one redeemable warrant (“Public Warrant”). Each whole Public 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).

v3.8.0.1
Private Placement
2 Months Ended
Sep. 30, 2017
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.

v3.8.0.1
Related Party Transactions
2 Months Ended
Sep. 30, 2017
Related Party Transactions [Abstract]  
Related Party Transactions

Note 5. Related Party Transactions

Founder Shares

On August 15, 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 have 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 the Company’s public shareholders having the right to exchange their ordinary shares for cash, securities or other property.

Forward Purchase Agreements

The Company has 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 Class F Shares) an aggregate number of additional Class F 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 the Company’s 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.

Promissory Note—Related Party

As of September 30, 2017, the Sponsors had loaned the Company an aggregate of $100,000 to cover expenses related to the Initial Public Offering pursuant to a promissory note (the “Note”). The loan was non-interest bearing, unsecured and due on the earlier of March 31, 2018 or the closing of the Initial Public Offering. This loan was non-interest bearing. The Company repaid the Note on October 23, 2017.

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 the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans, 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.

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 fee payments, payable upon completion of its initial Business Combination or liquidation, whichever occurs first. The Company had 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 1,262 shares as of September 30, 2017. The Company is not obligated to issue the Equity Compensation if no Business Combination is consummated.

The Company accrued approximately $23,000 in connection with such services as of September 30, 2017.

v3.8.0.1
Commitments & Contingencies
2 Months Ended
Sep. 30, 2017
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 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.

v3.8.0.1
Shareholder's Equity
2 Months Ended
Sep. 30, 2017
Equity [Abstract]  
Shareholder's Equity

Note 7. Shareholder’s 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 September 30, 2017, there were no shares of Class A ordinary shares outstanding.

Class F Ordinary Shares— The Company is authorized to issue 20,000,000 shares of Class F ordinary shares with a par value of $0.0001 per share. Holders of the Company’s Class F ordinary shares are entitled to one vote for each share on each matter on which they are entitled to vote. The Company issued 8,625,000 Class F ordinary shares as of September 30, 2017. Of the 8,625,000 shares of Class F ordinary shares, an aggregate of up to 1,125,000 shares were subject to forfeiture to the Company by the Sponsors for no consideration to the extent that the underwriters’ over-allotment option was not exercised. On October 23, 2017, the underwriters exercised their over-allotment option. As a result, these shares were no longer subject to forfeiture. The Class F ordinary 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.

Holders of the Class F ordinary 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 Class F ordinary shares in order to be elected. Otherwise, holders of Class A ordinary shares and Class F ordinary 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.

Class F ordinary 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 Initial Public Offering and related to the closing of the initial Business Combination, the ratio at which the Class F ordinary shares shall convert into Class A ordinary shares will be adjusted (unless the holders of two-thirds of the outstanding Class F ordinary shares agree to waive such anti-dilution adjustment with respect to any such issuance or deemed issuance) so that the number of Class A ordinary shares issuable upon conversion of all Class F ordinary shares will equal, in the aggregate, 20% of the sum of the total number of all ordinary shares outstanding upon the completion of the Initial Public Offering 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 Class F ordinary 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 September 30, 2017, there are no preferred shares issued or outstanding.

Warrants—Public Warrants may only be exercised for a whole number of shares. No fractional Public Warrants will be issued upon separation of the Units and only whole Public Warrants will trade. The Public 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 ordinary shares issuable upon exercise of the Public Warrants and a current prospectus relating to them is available (or the Company permits holders to exercise their Public 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 Public 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 Public 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 Public Warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation.

The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants and the Class A ordinary shares issuable upon exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be non-redeemable 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 Public Warrants.

The Company may call the Public 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 Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement.

The exercise price and number of 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.

v3.8.0.1
Subsequent Events
2 Months Ended
Sep. 30, 2017
Subsequent Events [Abstract]  
Subsequent Events

Note 8. Subsequent Events

The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to December 1, 2017, the date that the financial statements were available to be issued.

v3.8.0.1
Summary of Significant Accounting Policies (Policies)
2 Months Ended
Sep. 30, 2017
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 period from July 26, 2017 (inception) through September 30, 2017 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 final prospectus and Current Report on Form 8-K filed with the SEC on October 19, 2017 and October 27, 2017, respectively.

In connection with the Company’s assessment of going concern considerations in accordance with ASU 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern”, as of September 30, 2017, the Company does not have sufficient liquidity to meet its current obligations. However, management has determined that the Company has access to funds from the Sponsor entity that are sufficient to fund the working capital needs of the Company until the earlier of the consummation of the Proposed Offering or a minimum one year from the date of issuance of these financial statements.

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 .

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 as of September 30, 2017, 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.

Deferred Offering costs

Deferred Offering costs

Deferred offering costs consist of legal, accounting and other costs incurred through September 30, 2017 that are directly related to the Initial Public Offering and were charged to stockholders’ equity upon the completion of the Initial Public Offering in October 2017.

Income taxes

Income taxes

The Company complies with the accounting and reporting requirements of 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 September 30, 2017. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position.

There is currently no taxation imposed on income by the Government of the Cayman Islands. 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.

Net Loss Per Share

Net Loss Per Share

The Company complies with accounting and disclosure requirements of ASC Topic 260, “Earnings Per Share.” Net loss per share is computed by dividing net loss by the weighted average number of common stock outstanding during the period. At September 30, 2017, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into common stock and then share in the earnings of the Company. As a result, diluted loss per share is the same as basic loss per share for the period presented.

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 Coverage of $250,000. At September 30, 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 sheet, primarily due to their short-term nature.

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 condensed financial statements.

v3.8.0.1
Description of Organization and Business Operations - Additional Information (Detail) - USD ($)
2 Months Ended
Oct. 23, 2017
Sep. 30, 2017
Organization And Business Operations [Line Items]    
Location of incorporation   Cayman Islands
Date of incorporation   Jul. 26, 2017
Warrants price per share   $ 1.50
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%
Initial redemption price   $ 10.00
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%
Percentage of public shares required to repurchase if business combination is not completed within specified period   100.00%
Maximum interest to pay dissolution expenses   $ 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
Proceeds from sale of private placement warrants to sponsors   $ 8,900,000
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
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%
Subsequent Event [Member]    
Organization And Business Operations [Line Items]    
Deferred underwriting commissions $ 12,075,000  
Trust account $ 345,000,000  
Subsequent Event [Member] | Sponsors [Member] | Private Placement [Member]    
Organization And Business Operations [Line Items]    
Number of private placement warrants issued 5,933,334  
Warrants price per share $ 1.50  
Proceeds from sale of private placement warrants to sponsors $ 8,900,000  
Subsequent Event [Member] | U.S. Government Securities [Member] | Maximum [Member]    
Organization And Business Operations [Line Items]    
Debt instrument, maturity period 180 days  
Subsequent Event [Member] | Class A Ordinary Shares [Member]    
Organization And Business Operations [Line Items]    
Gross proceeds from sale of units $ 345,000,000  
Offering costs incurred 19,700,000  
Deferred underwriting commissions $ 12,075,000  
Subsequent Event [Member] | Class A Ordinary Shares [Member] | IPO [Member]    
Organization And Business Operations [Line Items]    
Sale of units 34,500,000  
Price per share $ 10.00  
Subsequent Event [Member] | Class A Ordinary Shares [Member] | Over-Allotment Option [Member]    
Organization And Business Operations [Line Items]    
Sale of units 4,500,000  
v3.8.0.1
Summary of Significant Accounting Policies - Additional Information (Detail)
2 Months Ended
Sep. 30, 2017
USD ($)
Summary of Significant Accounting Policies [Line Items]  
Federal depository insurance coverage $ 250,000
Cayman Islands Tax Information Authority [Member]  
Summary of Significant Accounting Policies [Line Items]  
Unrecognized tax benefits 0
Accrued for interest and penalties 0
Income tax expense 0
Income taxes payable $ 0
v3.8.0.1
Initial Public Offering - Additional Information (Detail) - Subsequent Event [Member] - 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
v3.8.0.1
Private Placement - Additional Information (Detail) - Private Placement [Member] - Sponsors [Member]
$ / shares in Units, $ in Millions
2 Months Ended
Sep. 30, 2017
USD ($)
$ / shares
shares
Private Placement [Line Items]  
Number of private placement warrants issued 5,933,334
Proceeds from sale of private placement warrants to sponsors | $ $ 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 | $ / shares $ 11.50
v3.8.0.1
Related Party Transactions - Additional Information (Detail)
2 Months Ended
Oct. 18, 2017
$ / mo
$ / h
Aug. 15, 2017
USD ($)
shares
Sep. 30, 2017
USD ($)
$ / shares
shares
Related Party Transaction [Line Items]      
Note payable - related parties     $ 100,000
Warrants price per share | $ / shares     $ 1.50
Accrued expenses - related parties     $ 23,265
Warrant [Member] | Maximum [Member]      
Related Party Transaction [Line Items]      
Loans convertible into warrants     1,500,000
Sponsors [Member]      
Related Party Transaction [Line Items]      
Note payable - related parties     $ 100,000
Notes payable, interest terms     Non-interest bearing
Accrued expenses - related parties     $ 23,000
Subsequent Event [Member] | Sponsors [Member] | Chief Financial Officer [Member]      
Related Party Transaction [Line Items]      
Monthly fee payable | $ / mo 5,000    
Deferred cash payment per hour | $ / h 330    
Subsequent Event [Member] | 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 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     1,262
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%
v3.8.0.1
Commitments & Contingencies - Additional Information (Detail) - USD ($)
$ / shares in Units, $ in Thousands
2 Months Ended
Oct. 23, 2017
Sep. 30, 2017
Other Commitments [Line Items]    
Description of registration rights   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.
Underwriters option period   45 days
Underwriter option to purchase additional shares   4,500,000
Subsequent Event [Member]    
Other Commitments [Line Items]    
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  
v3.8.0.1
Shareholder's Equity - Additional Information (Detail) - $ / shares
2 Months Ended
Aug. 15, 2017
Sep. 30, 2017
Class of Stock [Line Items]    
Preferred shares, authorized   1,000,000
Preferred shares, par value   $ 0.0001
Preferred shares, issued   0
Preferred shares, outstanding   0
Description of registration rights   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.
Period from completion of the business combination private placement warrants be transferred, assigned or sold   30 days
Public Warrants [Member]    
Class of Stock [Line Items]    
Warrant exercise period   The Public 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   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 Public 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 Public 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.
Warrants expiration period after business combination   5 years
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
Class A Ordinary Shares [Member]    
Class of Stock [Line Items]    
Ordinary shares, authorized   200,000,000
Ordinary shares, par value   $ 0.0001
Common stock voting rights   One vote for each share on each matter on which they are entitled to vote.
Ordinary shares, outstanding   0
Ordinary shares, issued   0
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
Ordinary shares, par value   $ 0.0001
Common stock voting rights   One vote for each share on each matter on which they are entitled to vote.
Ordinary shares, outstanding   8,625,000
Ordinary shares, issued   8,625,000
Common stock conversion basis ratio   100.00%
Common shareholder percentage to elect board of directors   66.67%
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]    
Number of shares to be forfeited if over-allotment option is not exercised 1,125,000 1,125,000
Common stock conversion basis ratio   100.00%
Ratio of shares to be received as adjustment to existing shares   11.11%