View Filing Data

Cover Page - USD ($)	12 Months Ended
Cover Page - USD ($)	Dec. 31, 2019	Mar. 13, 2020	Jun. 30, 2019
Document Information [Line Items]
Document Type	10-K
Amendment Flag	false
Document Period End Date	Dec. 31, 2019
Document Fiscal Year Focus	2019
Document Fiscal Period Focus	FY
Entity Registrant Name	Leo Holdings Corp.
Entity Central Index Key	0001725134
Entity Filer Category	Accelerated Filer
Current Fiscal Year End Date	--12-31
Entity Current Reporting Status	Yes
Entity Emerging Growth Company	true
Entity Small Business	true
Entity Shell Company	true
Entity Ex Transition Period	false
Entity Address, Country	KY
Entity Interactive Data Current	Yes
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Public Float			$ 208,600,000
Class A Ordinary Shares [Member]
Document Information [Line Items]
Trading Symbol	LHC
Title of 12(b) Security	Class A ordinary shares included as part of the units
Security Exchange Name	NYSE
Entity Common Stock, Shares Outstanding		20,000,000
Class B Ordinary Shares [Member]
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		5,000,000
Warrant [Member]
Document Information [Line Items]
Trading Symbol	LHC WS
Title of 12(b) Security	Warrants included as part of the units, each whole warrant exercisable for one Class A ordinary share at an exercise price of $11.50
Security Exchange Name	NYSE
Capital Units [Member]
Document Information [Line Items]
Trading Symbol	LHC.U
Title of 12(b) Security	Units, each consisting of one Class A ordinary share, $0.0001 par value, and one-half of one redeemable warrant

BALANCE SHEETS - USD ($)	Dec. 31, 2019	Dec. 31, 2018
Current assets:
Cash	$ 243	$ 550,164
Prepaid expenses	39,567	143,675
Total current assets	39,810	693,839
Investments held in Trust Account	207,190,740	203,081,753
Total Assets	207,230,550	203,775,592
Current liabilities:
Accrued expenses	2,860,900
Accrued expenses—related party	50,000	105,000
Due to related party	386,687
Accounts payable	1,583,870	4,310
Total current liabilities	4,881,457	109,310
Deferred underwriting commissions	7,000,000	7,000,000
Total liabilities	11,881,457	7,109,310
Commitments
Shareholders' Equity:
Preference shares, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding	0	0
Additional paid-in capital	3,730,127	2,412,951
Retained earnings	1,269,279	2,586,468
Total shareholders' equity	5,000,003	5,000,002
Total Liabilities and Shareholders' Equity	207,230,550	203,775,592
Class A Ordinary Shares [Member]
Current liabilities:
Class A ordinary shares, $0.0001 par value; 19,034,909 and 19,166,628 shares subject to possible redemption as of December 31, 2019 and 2018, respectively	190,349,090	191,666,280
Shareholders' Equity:
Ordinary shares	97	83
Total shareholders' equity	97	83
Class B Ordinary Shares [Member]
Shareholders' Equity:
Ordinary shares	500	500
Total shareholders' equity	$ 500	$ 500

BALANCE SHEETS (Parenthetical) - $ / shares	Dec. 31, 2019	Dec. 31, 2018
Preference shares, par value	$ 0.0001	$ 0.0001
Preference shares, shares authorized	1,000,000	1,000,000
Preference shares, shares issued	0	0
Preference shares, shares outstanding	0	0
Class A Ordinary Shares [Member]
Ordinary shares subject to possible redemption, par value	$ 0.0001	$ 0.0001
Ordinary shares subject to possible redemption, shares	19,034,909	19,166,628
Ordinary shares, par value	$ 0.0001	$ 0.0001
Ordinary shares, shares authorized	200,000,000	200,000,000
Ordinary shares, shares issued	965,091	965,091
Ordinary shares, shares outstanding	833,372	833,372
Class B Ordinary Shares [Member]
Ordinary shares, par value	$ 0.0001	$ 0.0001
Ordinary shares, shares authorized	20,000,000	20,000,000
Ordinary shares, shares issued	5,000,000	5,000,000
Ordinary shares, shares outstanding	5,000,000	5,000,000

STATEMENTS OF OPERATIONS - USD ($)	12 Months Ended
STATEMENTS OF OPERATIONS - USD ($)	Dec. 31, 2019	Dec. 31, 2018
General and administrative expenses	$ 5,426,176	$ 489,780
Loss from operations	(5,426,176)	(489,780)
Interest income	4,108,987	3,085,067
Net income (loss)	$ (1,317,189)	$ 2,595,287
Class A Ordinary Shares [Member]
Weighted average shares outstanding	20,000,000	20,000,000
Basic and diluted net income (loss) per share	$ 0.21	$ 0.15
Class B Ordinary Shares [Member]
Weighted average shares outstanding	5,000,000	5,000,000
Basic and diluted net income (loss) per share	$ (1.09)	$ (0.10)

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

+ References + Details

STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY - USD ($)	Total	IPO [Member]	Additional Paid-in Capital [Member]	Additional Paid-in Capital [Member] IPO [Member]	Retained Earnings [Member]	Class A Ordinary Shares [Member]	Class A Ordinary Shares [Member] IPO [Member]	Class B Ordinary Shares [Member]
Beginning Balance at Dec. 31, 2017	$ 16,181		$ 24,425		$ (8,819)	$ 0		$ 575
Beginning Balance (Shares) at Dec. 31, 2017						0		5,750,000
Sale of units in initial public offering, gross		$ 200,000,000		$ 199,998,000			$ 2,000
Sale of units in initial public offering, gross (Shares)							20,000,000
Offering costs	(11,945,186)		(11,945,186)
Sale of private placement warrants to Sponsor in private placement	6,000,000		6,000,000
Forfeiture of Class B ordinary shares	0		75					$ (75)
Forfeiture of Class B ordinary shares (Shares)								(750,000)
Common stock subject to possible redemption	(191,666,280)		(191,664,363)			$ (1,917)
Common stock subject to possible redemption (Shares)						(19,166,628)
Net income (loss)	2,595,287				2,595,287
Ending Balance at Dec. 31, 2018	5,000,002		2,412,951		2,586,468	$ 83		$ 500
Ending Balance (Shares) at Dec. 31, 2018						833,372		5,000,000
Offering costs		$ (11,900,000)
Common stock subject to possible redemption	1,317,190		1,317,176			$ 14
Common stock subject to possible redemption (Shares)						131,719
Net income (loss)	(1,317,189)				(1,317,189)
Ending Balance at Dec. 31, 2019	$ 5,000,003		$ 3,730,127		$ 1,269,279	$ 97		$ 500
Ending Balance (Shares) at Dec. 31, 2019						965,091		5,000,000

STATEMENTS OF CASH FLOWS - USD ($)	12 Months Ended
STATEMENTS OF CASH FLOWS - USD ($)	Dec. 31, 2019	Dec. 31, 2018
Cash Flows from Operating Activities:
Net (loss) income	$ (1,317,189)	$ 2,595,287
Adjustments to reconcile net (loss) income to net cash (used in) provided by operating activities:
Interest income held in Trust Account	(4,108,987)	(3,081,753)
Changes in operating assets and liabilities:
Prepaid expenses	104,108	(143,675)
Accounts payable	1,579,560	560
Accrued expenses	2,860,900	0
Accrued expenses—related party	(55,000)	105,000
Due to related party	386,687
Net cash used in operating activities	(549,921)	(524,581)
Cash Flows from Investing Activities
Proceeds deposited in Trust Account		(200,000,000)
Net cash used in investing activities		(200,000,000)
Cash Flows from Financing Activities:
Funds borrowed from related parties		170,000
Repayment of loans to related parties		(325,000)
Proceeds received from initial public offering, gross		200,000,000
Offering costs paid		(4,882,936)
Proceeds received from private placement		6,000,000
Net cash provided by financing activities		200,962,064
Net (decrease) increase in cash	(549,921)	437,483
Cash—beginning of the period	550,164	112,681
Cash—end of the period	243	550,164
Supplemental disclosure of noncash investing and financing activities:
Deferred underwriting commissions charged to equity in connection with the initial public offering		7,000,000
Deferred offering costs charged to equity upon completion of the initial public offering		276,511
Class A Ordinary Shares [Member]
Supplemental disclosure of noncash investing and financing activities:
Initial value of Class A ordinary shares subject to possible redemption		189,101,450
(Decrease) increase in value of Class A ordinary shares subject to possible redemption	$ (1,317,190)	$ 2,564,830

Description of Organization and Business Operations

12 Months Ended

Dec. 31, 2019

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Description of Organization and Business Operations

Note 1. Description of Organization and Business Operations

Leo Holdings Corp. (the “Company”) is a blank check company incorporated in the Cayman Islands on November 29, 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 (the “Business Combination”). Although the Company is not limited to a particular industry or sector for purposes of consummating a Business Combination, the Company focuses its search on companies in the consumer sector. The Company is an emerging growth company and, as such, the Company is subject to all of the risks associated with emerging growth companies. As of December 31, 2019, the Company had not commenced any operations. All activity for the period from November 29, 2017 (inception) to December 31, 2019 relates to the Company’s formation, the Initial Public Offering (as defined below), and since the closing of the offering, the search for a prospective initial Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company generates

non-operating

income in the form of interest income from the proceeds derived from the Initial Public Offering.

The Company’s sponsor is Leo Investors Limited Partnership, a Cayman Island exempted limited partnership (the “Sponsor”). The registration statement for the Company’s Initial Public Offering was declared effective on February 12, 2018. On February 15, 2018, the Company consummated its initial public offering (the “Initial Public Offering”) of 20,000,000 units (each, a “Unit” and collectively, the “Units”) sold to the public at a price of $10.00 per Unit, generating gross proceeds of $200.0 million, and incurring offering costs of approximately $11.9 million, inclusive of $7.0 million in deferred underwriting commissions (Note 5). The underwriter was granted a

45-day

option from the date of the final prospectus relating to the Initial Public Offering to purchase up to 3,000,000 additional Units to cover over-allotments, if any, at $10.00 per Unit. The over-allotment option was not exercised prior to its expiration. Simultaneously with the closing of the Initial Public Offering, the Company consummated the private placement (the “Private Placement”) of 4,000,000 warrants (each, a “Private Placement Warrant” and collectively, the “Private Placement Warrants”) at a price of $1.50 per Private Placement Warrant to the Sponsor, and generating gross proceeds of $6 million (Note 4).

Upon the closing of the Initial Public Offering and Private Placement, $200.0 million ($10.00 per Unit) of the net proceeds of the sale of the Units in the Initial Public Offering and certain of the proceeds of the Private Placement were placed in a trust account (the “Trust Account”), located in the United States at J.P. Morgan Chase Bank, N.A., with Continental Stock Transfer & Trust Company acting as trustee, and invested only in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), with a maturity of 180 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of 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 must complete one or more initial Business Combinations having 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.

The Company will provide holders of its outstanding Class A ordinary shares, par value $0.0001 (“Class A ordinary shares”), sold in the Initial Public Offering (the “public shareholders”) with the opportunity to redeem all or a portion of their Public Shares (as defined below in Note 3) upon the completion of a Business Combination either (i) in connection with a 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. 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 at $10.00 per Public Share). 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 underwriter (as discussed in Note 5). 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 the Financial Accounting Standards Board’s (“FASB”) 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 consummation of such 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 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 U.S. Securities and Exchange Commission (the “SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, shareholder approval of a Business Combination is required by law, or the Company decides to obtain shareholder approval for business or legal reasons, the Company will offer to redeem Public 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 Sponsor and the Company’s officers and directors agreed to vote their Founder Shares (as defined below in Note 4) and any Public Shares purchased during or after the Initial Public Offering in favor of a Business Combination. In addition, the Sponsor and the Company’s officers and directors agreed to waive their redemption rights with respect to their Founder Shares and Public Shares in connection with the completion of a Business Combination.

Notwithstanding the foregoing, the Company’s amended and restated memorandum and articles of association provide 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 Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% or more of the Class A ordinary shares sold in the Initial Public Offering, without the prior consent of the Company.

The Sponsor and the Company’s directors and executive officers agreed not to propose an amendment to the Company’s amended and restated 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 July 31, 2020 (the “Combination Period”), the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a

per-share

price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its income taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining shareholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law.

The Sponsor and the Company’s officers and directors 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 Sponsor or the Company’s officers and directors 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 underwriter of the Initial Public Offering agreed to waive its rights to its deferred underwriting commission (see Note 5) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, the deferred underwriting commission will be included with the other funds held in the Trust Account that will be available to fund the redemption of the 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. In order to protect the amounts held in the Trust Account, the Sponsor agreed to be liable to the Company if and to the extent any claims by a third party 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 underwriter 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 Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers, prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.

On April 7, 2019, the Company entered into a Business Combination Agreement (as amended on June 27, 2019, the “Transaction Agreement”), by and among Queso Holdings Inc., a Delaware corporation (“Queso”), AP VIII CEC Holdings, L.P., a Delaware limited partnership (the “Seller”), and solely for purposes of Section 7.14(f) and 10.2(i) of the Transaction Agreement, the Sponsor, pursuant to which the Company would have acquired Queso. The parties jointly determined to terminate the Transaction Agreement pursuant to a Termination Agreement, dated as of July 29, 2019, by and among such parties, effective as of such date.

On February 6, 2020, the Company announced that it signed a term sheet and is working on a definitive agreement (the “Business Combination Agreement”) with Digital Media Solutions LLC (“DMS”). In connection with the proposed business combination with DMS (the “Proposed Business Combination”), the Company has obtained $100 million in commitments from a number of institutional investors to purchase common equity in the post-combination company at $10.00 per share in support of the Proposed Business Combination. Once the Proposed Business Combination closes, the post-combination company is expected to trade on the NYSE under ticker “DMS.”

The DMS management team owns 54% of DMS with private equity funds managed by Clairvest Group, Inc. (TSX: CVG), owning the remaining 46%. The board of directors of the Company has unanimously approved the Proposed Business Combination. Clairvest is supportive of management and the Proposed Business Combination. The sellers are expected to retain a significant continuing equity interest in the post-combination company, representing over 40% of the company on a combined basis. This percentage is subject to change depending on the number of the Company’s Class A ordinary shares that are redeemed by its public shareholders.

The completion of the Proposed Business Combination is subject to the negotiation and execution of a Business Combination Agreement, providing for the Proposed Business Combination, satisfaction of the closing conditions included therein and approval of the Proposed Business Combination by the Company’s shareholders and Clairvest’s board of directors. Accordingly, there can be no assurance that a Business Combination Agreement will be entered into or that the Proposed Business Combination will be consummated.

The Company mailed to its shareholders of record as of January 17, 2020, a definitive proxy statement for a special meeting of shareholders to be held on February 11, 2020 (the “General Meeting”) to approve an extension of time for the Company to complete an initial business combination through July 31, 2020. The Extension Proposal was approved, providing the Company’s shareholders with more time to evaluate the Proposed Business Combination.

In connection with the vote to approve the Extension Proposal, the holders of 687,193 Class A ordinary shares properly exercised their right to redeem their shares for cash at a redemption price of approximately $10.38 per share, for an aggregate redemption amount of approximately $7.13 million. As such, only approximately 3.4% of the Class A ordinary shares were redeemed and approximately 96.6% of the Class A ordinary shares remain outstanding. After the satisfaction of such redemptions, the balance in our Trust Account will be approximately $200.4 million.

Going Concern Consideration

The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern, which contemplates, among other things, the realization of assets and satisfaction of liabilities in the normal course of business. As of December 31, 2019, the Company had approximately $200 in its operating bank account, approximately $7.2 million of interest income available in the Trust Account to pay for taxes, and a working capital deficit of approximately $4.8 million. Further, the Company has incurred and expect to continue to incur significant costs in pursuit of its acquisition plans.

Through December 31, 2019, the Company’s liquidity needs have been satisfied through receipt of a $25,000 capital contribution from the Sponsor in exchange for the issuance of the Founder Shares (Note 4) to the Sponsor, $325,000 in loans from the Sponsor, and the net proceeds from the consummation of the Private Placement not held in the Trust Account. The Company fully repaid the loans from the Sponsor on February 20, 2018. During the year ended December 31, 2019, the Sponsor also paid for certain general and administrative expenses of approximately $387,000 on behalf of the Company. These advances were due on

demand, non-interest bearing,

and were fully outstanding as of December 31, 2019.

In connection with the Company’s assessment of going concern considerations in accordance with FASB 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 working capital deficit, mandatory liquidation and subsequent dissolution raises substantial doubt about the Company’s ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after July 31, 2020.

Summary of Significant Accounting Policies

12 Months Ended

Dec. 31, 2019

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

Note 2—Summary of Significant Accounting Policies

Basis of Presentation

The accompanying financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the SEC.

Emerging Growth Company

Section 102(b)(1) of the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”) exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to

non-emerging

growth companies but any such an 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 that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

Net Income (Loss) Per Ordinary Share

The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “

Earnings Per Share

.” Net income (loss) per ordinary share is computed by dividing net income (loss) applicable to ordinary shareholders by the weighted average number of ordinary shares outstanding for the period. The Company has not considered the effect of the warrants sold in the Initial Public Offering and Private Placement to purchase an aggregate of 14,000,000 Class A ordinary shares in the calculation of diluted earnings per share, since their inclusion would be anti-dilutive under the treasury stock method. As a result, diluted earnings per ordinary share is the same as basic earnings per ordinary share for the periods presented.

The Company’s statements of operations (the “Statements of Operations”) include a presentation of income (loss) per share for ordinary shares subject to redemption in a manner similar

to the two-class method

of income per share. Net income per ordinary share, basic and diluted for Class A ordinary shares is calculated by dividing the interest income earned on the Trust Account, by the weighted average number of Class A ordinary shares outstanding for the periods. Net loss per ordinary share, basic and diluted for Class B ordinary shares is calculated by dividing the net income, less income attributable to Class A ordinary shares and any working capital loans, by the weighted average number of Class B ordinary shares outstanding for the periods presented.

Reconciliation of Net Income (Loss) per Ordinary Share

The Company’s net income (loss) is adjusted for the portion of income that is attributable to Class A ordinary shares subject to redemption, as these shares only participate in the earnings of the Trust Account (less applicable taxes) and not the income or losses of the Company. Accordingly, basic and diluted loss per Class A ordinary shares is calculated as follows:


	For the years ended December 31,
	2019			2018
Interest income held in Trust Account	$	4,108,987		$	3,081,753

Net income available to holders of Class A ordinary shares	$	4,108,987		$	3,081,753

Net income (loss)	$	(1,317,189	)	$	2,595,287
Less: Income attributable to Class A ordinary shares		(4,108,987	)		(3,081,753	)

Net loss attributable to holders of Class B ordinary shares	$	(5,426,176	)	$	(486,466	)

Basic and diluted weighted average shares outstanding of Class A ordinary shares		20,000,000			20,000,000

Basic and diluted net income per share, Class A	$	0.21		$	0.15

Basic and diluted weighted average shares outstanding of Class B ordinary shares		5,000,000			5,000,000

Basic and diluted net loss per share, Class B	$	(1.09	)	$	(0.10	)

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. At December 31, 2019 and 2018, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts.

Financial Instruments

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC Topic 820, “

Fair Value Measurements and Disclosures

,” approximates the carrying amounts represented in the Balance Sheets.

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 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.

ASC Topic 820,

Fair Value Measurement and Disclosures

, requires all entities to disclose the fair value of financial instruments, both assets and liabilities for which it is practicable to estimate fair value, and defines fair value of a financial instrument as the amount at which the instrument could be exchanged in a current transaction between willing parties. As of December 31, 2019 and 2018, the recorded values of cash, prepaid expenses, accounts payable, and accrued expenses approximate the fair values due to the short-term nature of the instruments.

Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates.

Offering Costs

Offering costs consisted of legal, accounting, underwriting fees and other costs that were directly related to the Initial Public Offering totaled approximately $11.9 million, inclusive of $7.0 million in deferred underwriting commissions, and were charged to shareholders’ equity upon the completion of the Initial Public Offering.

Class A Ordinary Shares Subject to Possible Redemption

The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in FASB ASC Topic 480 “

Distinguishing Liabilities from Equity

.” Class A ordinary shares subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Conditionally redeemable Class A ordinary shares (including Class A ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, Class A ordinary shares are classified as shareholders’ equity. The Company’s Class A ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, at December 31, 2019 and 2018, 19,034,909 and 19,166,628 Class A ordinary shares subject to possible redemption at the redemption amount are presented as temporary equity, outside of the shareholders’ equity section of the Company’s Balance Sheets, respectively.

Income Taxes

The Company follows the asset and liability method of accounting for income taxes under FASB ASC Topic 740,

“Income Taxes.”

Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.

FASB ASC 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; therefore no income tax has been recorded. 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 December 31, 2019 and 2018. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its current tax position.

The Company may be subject to potential examination by U.S. federal, U.S. state or foreign taxing authorities in the area of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with U.S. federal, U.S. state and foreign tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.

Recent Accounting Pronouncements

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

Related Party Transactions

12 Months Ended

Dec. 31, 2019

Related Party Transactions

Note 4—Related Party Transactions

Founder Shares

On December 8, 2017, the Sponsor purchased 8,625,000 shares (the “Founder Shares”) of the Company’s Class B ordinary shares, par value $0.0001 (the “Class B ordinary shares”), for an aggregate price of $25,000. In February 2018, the Sponsor effected a surrender of 2,875,000 Founder Shares to the Company for no consideration, resulting in a decrease in the total number of Founder Shares from 8,625,000 to 5,750,000. The Founder Shares will automatically convert into Class A ordinary shares at the time of the Company’s initial Business Combination and are subject to certain transfer restrictions, as described in Note 6. The Sponsor had agreed to forfeit up to 750,000 Founder Shares to the extent that the over-allotment option was not exercised in full by the underwriter. On March 29, 2018, the over-allotment option expired and an aggregate of 750,000 shares were subsequently forfeited by the Sponsor.

The Sponsor and the Company’s officers and directors have agreed, subject to limited exceptions, not to transfer, assign or sell any of their Founder Shares until the earlier to occur of: (A) one year after the completion of the initial Business Combination or (B) subsequent to the initial Business Combination, (x) if the last sale price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share subdivisions, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any

30-trading

day period commencing at least 150 days after the initial Business Combination, or (y) the date on which the Company completes a liquidation, merger, share exchange or other similar transaction that results in all of the Company’s shareholders having the right to exchange their ordinary shares for cash, securities or other property.

Private Placement Warrants

Concurrently with the closing of the Initial Public Offering, the Sponsor purchased 4,000,000 Private Placement Warrants at $1.50 per Private Placement Warrant, and generating gross proceeds of $6.0 million in the Private Placement.

Each Private Placement Warrant is exercisable for one Class A ordinary share at a price of $11.50 per share. A portion of the proceeds from the sale of the Private Placement Warrants were added to the proceeds from the Initial Public Offering and deposited in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the Private Placement Warrants will expire worthless. The Private Placement Warrants will be

non-redeemable

and exercisable on a cashless basis so long as they are held by the Sponsor or its permitted transferees. The Sponsor and the Company’s officers and directors agreed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Warrants until 30 days after the completion of the initial Business Combination.

Related Party Loans

The Sponsor and its affiliate had loaned the Company an aggregate of $300,000 to cover expenses related to the Initial Public Offering pursuant to a promissory note. This loan was

non-interest

bearing and became payable upon the completion of the Initial Public Offering. The Company repaid $300,000 on February 15, 2018. In addition, the Sponsor and its affiliate loaned the Company another $25,000 for working capital. The Company fully repaid this amount on February 20, 2018.

During the year ended December 31, 2019, the Sponsor also paid for certain general and administrative expenses on behalf of the Company. These advances were due on demand and

were non-interest bearing. As

of December 31, 2019 and 2018, approximately $387,000 and $0 for these advances were recorded on the accompanying Balance Sheets, respectively.

In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, lend the Company 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 the 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. 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 $1.5 million 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. As of December 31, 2019 and 2018, no Working Capital Loans were outstanding.

Administrative Support Agreement—Related Party Expenses

The Company has agreed, commencing on the effective date of the Initial Public Offering through the earlier of the Company’s consummation of a Business Combination and its liquidation, to pay the Sponsor a total of $10,000 per month for office space, utilities and secretarial and administrative support. During the years ended December 31, 2019 and 2018, an aggregate of $120,000 and $105,000 in connection with such services was recorded in general and administrative expenses in the accompanying Statements of Operations, respectively. As of December 31, 2019 and 2018, $50,000 and $105,000 was accrued on the accompanying Balance Sheets, respectively.

Shareholders' Equity

12 Months Ended

Dec. 31, 2019

Federal Home Loan Banks [Abstract]

Shareholders' Equity

Note 6—Shareholders’ Equity

Ordinary Shares

Class

A Ordinary Shares

—The Company is authorized to issue 200,000,000 Class A ordinary shares with a par value of $0.0001 per share. As of December 31, 2019 and 2018, there were 20,000,000 Class A ordinary shares issued or outstanding, including 19,034,909 and 19,166,628 Class A ordinary shares subject to possible redemption, respectively.

Class

B Ordinary Shares

—The Company is authorized to issue 20,000,000 Class B ordinary shares with a par value of $0.0001 per share. Holders of Class B ordinary shares are entitled to one vote for each share. In December 2017, the Company initially issued 8,625,000 Class B ordinary shares to the Sponsor. In February 2018, in connection with the decrease of the size of the Initial Public Offering, the Sponsor effected a surrender of 2,875,000 Class B ordinary shares to the Company for no consideration, resulting in a decrease in the total number of Class B ordinary shares from 8,625,000 to 5,750,000. Of the 5,750,000 Class B ordinary shares outstanding, up to 750,000 shares were subject to forfeiture to the Company by the Sponsor for no consideration to the extent that the underwriter’s over-allotment option was not exercised in full or in part, so that the Founder Shares would represent 20% of the Company’s issued and outstanding ordinary shares after the Initial Public Offering. On March 29, 2018, the over-allotment option expired and an aggregate of 750,000 shares were subsequently forfeited by the Sponsor. As of December 31, 2019 and 2018, there were 5,000,000 Class B ordinary shares issued or outstanding.

Holders of Class A ordinary shares and Class B ordinary shares vote together as a single class on all matters submitted to a vote of shareholders except as required by law.

The Class B ordinary shares will automatically convert into Class A ordinary shares at the time of the initial Business Combination at a ratio such that the number of Class A ordinary shares issuable upon conversion of all Class B ordinary shares will equal, in the aggregate, on an

as-converted

basis, 20% of the sum of (i) the total number of Class A ordinary shares issued and outstanding upon completion of the Initial Public Offering, plus (ii) the sum of (a) the total number of Class A ordinary shares issued or deemed issued or issuable upon conversion or exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with or in relation to the consummation of the initial Business Combination, excluding any Class A ordinary shares or equity-linked securities exercisable for or convertible into Class A ordinary shares issued, or to be issued, to any seller in the initial Business Combination and any warrants issued to the Sponsor upon conversion of Working Capital Loans, minus (b) the number of Public Shares redeemed by public shareholders in connection with the initial Business Combination.

Preference Shares

—The Company is authorized to issue 1,000,000 preference shares with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. As of December 31, 2019 and 2018, there were no preference shares issued or outstanding.

Warrants

—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 agreed that as soon as practicable, but in no event later than 20 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 Public Warrants is not effective by the sixtieth 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 and may only be exercised for a whole number of shares.

The Private Placement Warrants are identical to the Public Warrants included in 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 Sponsor or its permitted transferees. If the Private Placement Warrants are held by someone other than the Sponsor or its 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:

•

in whole and not in part;

•

at a price of $0.01 per warrant;

•

upon a minimum of 30 days’ prior written notice of redemption; and

•

if, and only if, the last reported closing price of the ordinary shares equals or exceeds $18.00 per share for any 20 trading days within a

30-trading

day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders.

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

The exercise price and number of 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 issuances 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 warrant shares. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless.

Summary of Significant Accounting Policies (Policies)

12 Months Ended

Dec. 31, 2019

Accounting Policies [Abstract]

Basis of Presentation

Emerging Growth Company

non-emerging

Net Income (Loss) Per Ordinary Share

The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “

Earnings Per Share

The Company’s statements of operations (the “Statements of Operations”) include a presentation of income (loss) per share for ordinary shares subject to redemption in a manner similar

to the two-class method

Reconciliation of Net Income (Loss) per Ordinary Share


	For the years ended December 31,
	2019			2018
Interest income held in Trust Account	$	4,108,987		$	3,081,753

Net income available to holders of Class A ordinary shares	$	4,108,987		$	3,081,753

Net income (loss)	$	(1,317,189	)	$	2,595,287
Less: Income attributable to Class A ordinary shares		(4,108,987	)		(3,081,753	)

Net loss attributable to holders of Class B ordinary shares	$	(5,426,176	)	$	(486,466	)

Basic and diluted weighted average shares outstanding of Class A ordinary shares		20,000,000			20,000,000

Basic and diluted net income per share, Class A	$	0.21		$	0.15

Basic and diluted weighted average shares outstanding of Class B ordinary shares		5,000,000			5,000,000

Basic and diluted net loss per share, Class B	$	(1.09	)	$	(0.10	)

Concentration of Credit Risk

Financial Instruments

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC Topic 820, “

Fair Value Measurements and Disclosures

,” approximates the carrying amounts represented in the Balance Sheets.

Fair Value Measurements

•

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

•

ASC Topic 820,

Fair Value Measurement and Disclosures

Use of Estimates

Offering Costs

Class A Ordinary Shares Subject to Possible Redemption

The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in FASB ASC Topic 480 “

Distinguishing Liabilities from Equity

Income Taxes

The Company follows the asset and liability method of accounting for income taxes under FASB ASC Topic 740,

“Income Taxes.”

more-likely-than-not

Recent Accounting Pronouncements

Description of Organization and Business Operations - Additional Information (Detail) - USD ($)		1 Months Ended	12 Months Ended
	Feb. 15, 2018	Feb. 28, 2018	Dec. 31, 2019	Dec. 31, 2018	Feb. 06, 2020
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items]
Date of incorporation			Nov. 29, 2017
Gross proceeds from initial public offering	$ 200,000,000			$ 200,000,000
Offering costs				11,945,186
Proceeds from sale of private placement units	$ 6,000,000			$ 6,000,000
Sale of stock price per unit	$ 10.00
Minimum percentage of fair market value of business acquisition to trust account balance	80.00%
Minimum ownership percentage to be acquired for not to be registered as an investment company	50.00%
Net tangible assets	$ 5,000,001
Shares redemption obligation percentage			100.00%
Business combination and initial public offering completion period description			If the Company is unable to complete a Business Combination within 24 months from the closing of the Initial Public Offering, or July 31, 2020 (the “Combination Period”), the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its income taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining shareholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law.
Period for business combination from closing of Initial Public Offering			24 months
Interest to pay dissolution expenses			$ 100,000
Share redemption price per share			$ 10.00
Amount available in operating bank account			$ 200
Interest available			7,200,000
Working capital			$ 4,800,000
Redemption Price Per Share			$ 10.00
Clairvest Group [Member]
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items]
Percentage of Voting Interests Acquired					46.00%
percentage onNumber of the Company's Class A ordinary shares issued to public					46.00%
DMS [Member]
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items]
Ordinary shares, par value					$ 10.00
Common stock subscription by the investors					$ 100,000,000
Coomon stock per share price					$ 10.00
DMS [Member] \| Clairvest Group [Member]
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items]
Percentage of Voting Interests Acquired					54.00%
percentage onNumber of the Company's Class A ordinary shares issued to public					54.00%
Sponsor [Member]
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items]
Proceeds from sale of private placement units			$ 6,000,000
Receipt from capital contribution			25,000
Loans from sponsor			$ 325,000
Loan repayment date			Feb. 20, 2018
General and administrative expenses paid by sponsor			$ 387,000
Sponsor [Member] \| Maximum [Member]
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items]
Loans from sponsor			$ 1,500,000
Class A Ordinary Shares [Member]
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items]
Ordinary shares, par value			$ 0.0001	$ 0.0001
Coomon stock per share price			$ 0.0001	$ 0.0001
Number of Class A ordinary shares exercised			965,091	965,091
Class A Ordinary Shares [Member] \| DMS [Member]
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items]
Share redemption price per share					$ 10.38
Percentage of Voting Interests Acquired					40.00%
percentage onNumber of the Company's Class A ordinary shares issued to public					40.00%
Number of Class A ordinary shares exercised					687,193
Redemption Price Per Share					$ 10.38
Aggregate redemption amount of ordinary shares					$ 7,130,000
Common stock in trust account					$ 200,400,000
percentage on Redemption of Class A ordinary shares					3.40%
percentage on Common stock oustanding					96.60%
IPO [Member]
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items]
Sale of units in initial public offering	20,000,000
Sale of stock price per unit			$ 10.00
Offering costs			$ 11,900,000
Deferred underwriting commissions			$ 7,000,000
IPO [Member] \| Class A Ordinary Shares [Member]
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items]
Sale of stock price per unit	$ 10.00
IPO [Member] \| Class A Ordinary Shares [Member] \| Maximum [Member]
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items]
Shares redemption percentage			15.00%
Over-Allotment Option [Member]
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items]
Sale of stock price per unit	$ 10.00
Underwriters option granted, period	45 days
Number of additional units purchased by underwriters	3,000,000
Private Placement [Member]
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items]
Sale of units in initial public offering		4,000,000
Sale of stock price per unit	$ 1.50
Initial Public Offering and Private Placement [Member]
Organization Consolidation And Presentation Of Financial Statements Disclosure [Line Items]
Gross proceeds from initial public offering	$ 200,000,000
Sale of stock price per unit	$ 10.00

Summary of Significant Accounting Policies - Schedule of Basic and Diluted Loss Per Class A Ordinary Shares (Detail) - USD ($)	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018
Interest income held in Trust Account	$ 4,108,987	$ 3,085,067
Net income (loss)	(1,317,189)	2,595,287
Common Class A [Member]
Net income (loss) attributable to holders of ordinary shares	4,108,987	3,081,753
Less: Net income (loss) attributable to ordinary shares	$ (4,108,987)	$ (3,081,753)
Basic and diluted weighted average shares outstanding of ordinary shares	20,000,000	20,000,000
Basic and diluted net income (loss) per share	$ 0.21	$ 0.15
Common Class B [Member]
Net income (loss) attributable to holders of ordinary shares	$ (5,426,176)	$ (486,466)
Less: Net income (loss) attributable to ordinary shares	$ 5,426,176	$ 486,466
Basic and diluted weighted average shares outstanding of ordinary shares	5,000,000	5,000,000
Basic and diluted net income (loss) per share	$ (1.09)	$ (0.10)

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

+ References + Details

Summary of Significant Accounting Policies - Additional Information (Detail) - USD ($)	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018
Accounting Policies [Line Items]
Federal depository insurance coverage	$ 250,000	$ 250,000
Offering costs		11,945,186
Unrecognized tax benefits	0	0
Amounts accrued for interest or penalties	0	0
Income tax value recorded	0	$ 0
IPO [Member]
Accounting Policies [Line Items]
Offering costs	11,900,000
Deferred underwriting commissions	$ 7,000,000
Class A Ordinary Shares [Member]
Accounting Policies [Line Items]
Diluted securities for net income per share calculation	14,000,000
Number of shares of ordinary shares subject to possible redemption	19,034,909	19,166,628

Related Party Transactions - Additional Information (Detail) - USD ($)					1 Months Ended	12 Months Ended
	Mar. 29, 2018	Feb. 20, 2018	Feb. 15, 2018	Dec. 08, 2017	Feb. 28, 2018	Dec. 31, 2019	Dec. 31, 2018	Dec. 31, 2017
Related Party Transaction [Line Items]
Closing price of common stock			$ 10.00
Proceeds from sale of private placement units			$ 6,000,000				$ 6,000,000
Repayment of loan							325,000
Related party accrued expenses						$ 50,000	105,000
Sponsor [Member]
Related Party Transaction [Line Items]
Proceeds from issuance of founder shares						25,000
Proceeds from sale of private placement units						6,000,000
Related party accrued expenses						387,000	0
Sponsor [Member] \| Related Party Loans [Member]
Related Party Transaction [Line Items]
Loan from related party						300,000
Repayment of loan			$ 300,000
Sponsor [Member] \| Working Capital Loans [Member]
Related Party Transaction [Line Items]
Repayment of loan		$ 25,000
Loans convertible in to warrants						$ 1,500,000
Purchase price of private placement warrants						$ 1.50
Sponsor [Member] \| Administrative Support Agreement [Member]
Related Party Transaction [Line Items]
Office space, utilities and secretarial and administrative support expenses							10,000
Related party transaction expense						$ 120,000	105,000
Related party accrued expenses						$ 50,000	$ 105,000
Private Placement [Member] \| Sponsor [Member]
Related Party Transaction [Line Items]
Number of warrants purchased						4,000,000
Price per warrant							$ 1.50
Class B Ordinary Shares [Member]
Related Party Transaction [Line Items]
Repurchase of shares surrendered by sponsor					2,875,000
Common stock shares outstanding						5,000,000	5,000,000	5,750,000
Maximum number of founder shares agreed to forfeit by sponsor						750,000
Class B Ordinary Shares [Member] \| Founder [Member]
Related Party Transaction [Line Items]
Number of founder shares purchased by sponsor				8,625,000
Closing price of common stock				$ 0.0001
Proceeds from issuance of founder shares				$ 25,000
Repurchase of shares surrendered by sponsor					2,875,000
Consideration for surrender of shares					$ 0
Common stock shares outstanding					8,625,000
Class A Ordinary Shares [Member]
Related Party Transaction [Line Items]
Common stock shares outstanding						833,372	833,372
Founder shares, earliest period to transfer, assign or sell						1 year
Founder shares, threshold trading days						20 days
Founder shares, threshold consecutive trading days						30 days
Founder shares, commencement period						150 days
Class A Ordinary Shares [Member] \| Founder [Member]
Related Party Transaction [Line Items]
Closing price of common stock						$ 12.00
Maximum number of founder shares agreed to forfeit by sponsor						750,000
Founder shares forfeited by sponsor	750,000
Sale of stock, description of transaction						(A) one year after the completion of the initial business combination or (B) subsequent to the initial business combination, (x) if the last sale price of the Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share subdivisions, share dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial business combination, or (y) the date on which the company completes a liquidation, merger, share exchange or other similar transaction that results in all of the company’s shareholders having the right to exchange their ordinary shares for cash, securities or other property.
Class A Ordinary Shares [Member] \| Private Placement [Member] \| Sponsor [Member]
Related Party Transaction [Line Items]
Number of shares of common stock converted from each warrant						1
Warrant exercise price						$ 11.50
Period to complete initial business combination						30 days

Shareholder's Equity - Additional Information (Detail) - USD ($)	1 Months Ended	12 Months Ended
	Feb. 28, 2018	Dec. 31, 2019	Dec. 31, 2018	Feb. 15, 2018	Dec. 01, 2017
Stockholders Equity Disclosure [Line Items]
Preference shares, shares authorized		1,000,000	1,000,000
Preference shares, shares issued		0	0
Preference shares, shares outstanding		0	0
Class A Ordinary Shares [Member]
Stockholders Equity Disclosure [Line Items]
Ordinary shares, shares authorized		200,000,000	200,000,000
Ordinary shares, par value		$ 0.0001	$ 0.0001
Ordinary shares, shares issued		20,000,000	20,000,000
Ordinary shares issued or outstanding		20,000,000	20,000,000
Ordinary shares subject to possible redemption, shares		19,034,909	19,166,628
Ordinary shares, shares issued		965,091	965,091
Class B Ordinary Shares [Member]
Stockholders Equity Disclosure [Line Items]
Ordinary shares, shares authorized		20,000,000	20,000,000
Ordinary shares, par value		$ 0.0001	$ 0.0001
Ordinary shares issued or outstanding		5,000,000	5,000,000
Ordinary shares, shares issued	5,750,000	5,000,000	5,000,000		8,625,000
Ordinary shares, shares outstanding including forfeitures	5,750,000
Common stock, voting rights		Holders of Class B ordinary shares are entitled to one vote for each share.
Maximum number of founder shares agreed to forfeit by sponsor		750,000
Repurchase of shares surrendered by sponsor	2,875,000
Consideration for surrender of ordinary shares by certain shareholder	$ 0
Over-allotment option expiration date		Mar. 29, 2018
Ownership percentage held by initial shareholders		20.00%
Public Warrants [Member]
Stockholders Equity Disclosure [Line Items]
Warrants, description		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).
Warrants expiration period		5 years
Price per warrants		$ 0.01
Redemption period of warrants		30 days
Closing price of common stock		$ 18.00
Private Placement [Member]
Stockholders Equity Disclosure [Line Items]
Warrants, description		The Private Placement Warrants are identical to the Public Warrants included in 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.
Closing price of common stock				$ 1.50

Initial Public Offering - Additional Information (Detail)	Feb. 15, 2018 $ / shares shares
Subsidiary, Sale of Stock [Line Items]
Unit price per share \| $ / shares	$ 10.00
IPO [Member]
Subsidiary, Sale of Stock [Line Items]
Sale of units, shares	20,000,000
Number of warrants included in each unit	0.5
IPO [Member] \| Class A Ordinary Shares [Member]
Subsidiary, Sale of Stock [Line Items]
Unit price per share \| $ / shares	$ 10.00
Number of shares of common stock converted from each warrant (in shares)	1
Warrant exercise price \| $ / shares	$ 11.50
IPO [Member] \| Public Warrants [Member]
Subsidiary, Sale of Stock [Line Items]
Number of common shares included in each unit	1

Commitments & Contingencies - Additional Information (Detail) - USD ($)	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018	Feb. 15, 2018
Commitments and Contingencies [Line Items]
Underwriters option period	45 days
Underwriters option expiry date	Mar. 29, 2018
Underwriting discount per unit	$ 0.20
Payment for underwriting discount	$ 4,000,000
Deferred underwriting commissions per unit	$ 0.35
Deferred underwriting commission		$ 4,882,936
Over-Allotment Option [Member]
Commitments and Contingencies [Line Items]
Number of additional shares granted	3,000,000
Sale price per unit			$ 10.00
IPO [Member]
Commitments and Contingencies [Line Items]
Sale price per unit	$ 10.00
Deferred underwriting commission	$ 7,000,000

Fair Value Measurements - Summary of Information about Company's Assets Measured on Recurring Basis (Detail) - USD ($)	Dec. 31, 2019	Dec. 31, 2018
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash equivalents held in Trust Account	$ 207,190,740	$ 203,081,753
Fair Value, Measurements, Recurring [Member] \| Quoted Prices in Active Markets (Level 1) [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash equivalents held in Trust Account	207,190,740	203,081,753
Fair Value, Measurements, Recurring [Member] \| Significant Other Observable Inputs (Level 2) [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash equivalents held in Trust Account	0	0
Fair Value, Measurements, Recurring [Member] \| Significant Other Unobservable Inputs (Level 3) [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash equivalents held in Trust Account	$ 0	$ 0