Document_And_Entity_Informatio
Document And Entity Information (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Jun. 30, 2014 | Feb. 11, 2015 | |
Document Information [Line Items] | |||
Entity Registrant Name | HF2 FINANCIAL MANAGEMENT INC. | ||
Entity Central Index Key | 1562214 | ||
Current Fiscal Year End Date | -19 | ||
Entity Filer Category | Accelerated Filer | ||
Trading Symbol | HTWO | ||
Document Type | 10-K | ||
Amendment Flag | FALSE | ||
Document Period End Date | 31-Dec-14 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2014 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Public Float | $168,943,268 | ||
Common Class A [Member] | |||
Document Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 23,592,150 | ||
Common Class B [Member] | |||
Document Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 20,000,000 |
BALANCE_SHEETS
BALANCE SHEETS (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Current assets | ||
Cash | $72,680 | $619,440 |
Prepaid expenses | 28,869 | 90,734 |
Total current assets | 101,549 | 710,174 |
Cash and investments held in Trust Account | 184,754,364 | 184,846,520 |
Total assets | 184,855,913 | 185,556,694 |
Current liabilities | ||
Accrued operating expenses (including amounts due to related parties of $86,760 and $8,219 at December 31, 2014 and 2013, respectively) | 213,817 | 8,644 |
Accrued franchise taxes | 36,000 | 180,000 |
Notes payable to stockholders | 400,000 | 0 |
Total current liabilities | 649,817 | 188,644 |
Deferred commissions | 101,460 | 101,460 |
Total liabilities | 751,277 | 290,104 |
Commitments and contingencies | ||
Common Stock, subject to possible conversion, 16,387,298 and 16,497,960 shares at conversion value, respectively | 172,066,629 | 173,228,580 |
Stockholders' equity | ||
Preferred stock, $0.0001 par value; 2,000,000 shares authorized; none issued and outstanding | 0 | 0 |
Additional paid-in capital | 13,718,285 | 12,556,346 |
Accumulated Deficit | -1,681,018 | -519,065 |
Total Stockholders’ Equity | 12,038,007 | 12,038,010 |
Total Liabilities and Stockholders’ Equity | 184,855,913 | 185,556,694 |
Common Class A [Member] | ||
Stockholders' equity | ||
Common Stock | 720 | 709 |
Common Class B [Member] | ||
Stockholders' equity | ||
Common Stock | $20 | $20 |
BALANCE_SHEETS_Parenthetical
BALANCE SHEETS [Parenthetical] (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Accrued operating expenses, due to related parties, current (in dollars) | $86,760 | $8,219 |
Preferred stock, par value (in dollars per share) | $0.00 | $0.00 |
Preferred stock, shares authorized | 2,000,000 | 2,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common Class A [Member] | ||
Temporary Equity, Shares Outstanding | 16,387,298 | 16,497,960 |
Common stock, par value (in dollars per share) | $0.00 | $0.00 |
Common stock, shares authorized | 180,000,000 | 180,000,000 |
Common stock, shares, issued | 7,204,852 | 7,094,190 |
Common Stock, Shares, Outstanding | 7,204,852 | 7,094,190 |
Common Class B [Member] | ||
Common stock, par value (in dollars per share) | $0.00 | $0.00 |
Common stock, shares authorized | 20,000,000 | 20,000,000 |
Common stock, shares, issued | 20,000,000 | 20,000,000 |
Common Stock, Shares, Outstanding | 20,000,000 | 20,000,000 |
STATEMENTS_OF_OPERATIONS
STATEMENTS OF OPERATIONS (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Operating Expenses | ||
Professional fees | $572,233 | $126,783 |
Franchise taxes | 180,085 | 180,603 |
Insurance | 119,920 | 93,226 |
Administrative expense | 120,000 | 93,226 |
Travel and entertainment | 55,686 | 40,123 |
Other | 171,872 | 83,624 |
Loss from operations | -1,219,796 | -617,585 |
Interest income | 57,843 | 99,020 |
Net loss | ($1,161,953) | ($518,565) |
Weighted average number of shares outstanding (in shares) | 23,592,150 | 19,066,447 |
Net loss per share, basic and diluted (in dollars per share) | ($0.05) | ($0.03) |
STATEMENT_OF_STOCKHOLDERS_EQUI
STATEMENT OF STOCKHOLDERS' EQUITY (USD $) | Total | Common Class A [Member] | Common Class B [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] |
Balance at Dec. 31, 2012 | $24,520 | $425 | $20 | $24,575 | ($500) |
Balance (in shares) at Dec. 31, 2012 | 4,255,000 | 20,000,000 | |||
Issuance of Class A Common Stock to initial stockholders on February 26, 2013 at $0.005875 per share | 8,605 | 147 | 0 | 8,458 | 0 |
Issuance of Class A Common Stock to initial stockholders on February 26, 2013 at $0.005875 per share (in shares) | 1,464,457 | 0 | |||
Repurchase of Class A Common Stock from initial stockholders on February 26, 2013 at $0.005875 per share | -7,760 | -132 | 0 | -7,628 | 0 |
Repurchase of Class A Common Stock from initial stockholders on February 26, 2013 at $0.005875 per share (in shares) | -1,320,707 | 0 | |||
Issuance of Class A Common Stock to initial stockholders on March 27, 2013 at $10.00 per share, net of commissions | 13,910,939 | 142 | 0 | 13,910,797 | 0 |
Issuance of Class A Common Stock to initial stockholders on March 27, 2013 at $10.00 per share, net of commissions (in shares) | 1,414,875 | 0 | |||
Issuance of Class A Common Stock to public stockholders on March 27, 2013 at $10.00 per share, net of underwriting discount and offering expenses | 147,763,000 | 1,530 | 0 | 147,761,470 | 0 |
Issuance of Class A Common Stock to public stockholders on March 27, 2013 at $10.00 per share, net of underwriting discount and offering expenses (in shares) | 15,300,000 | 0 | |||
Issuance of Class A Common Stock to initial stockholders on April 1, 2013 at $10.00 per share, net of commissions | 1,801,401 | 19 | 0 | 1,801,382 | 0 |
Issuance of Class A Common Stock to initial stockholders on April 1, 2013 at $10.00 per share, net of commissions (in shares) | 183,525 | 0 | |||
Issuance of Class A Common Stock to public stockholders on April 1, 2013 at $10.00 per share, net of underwriting discount | 22,284,450 | 230 | 0 | 22,284,220 | 0 |
Issuance of Class A Common Stock to public stockholders on April 1, 2013 at $10.00 per share, net of underwriting discount (in shares) | 2,295,000 | 0 | |||
Change in proceeds subject to possible conversion of shares | -173,228,580 | -1,652 | 0 | -173,226,928 | 0 |
Net loss for the period | -518,565 | -518,565 | |||
Balance at Dec. 31, 2013 | 12,038,010 | 709 | 20 | 12,556,346 | -519,065 |
Balance (in shares) at Dec. 31, 2013 | 23,592,150 | 20,000,000 | |||
Change in proceeds subject to possible conversion of shares | 1,161,950 | 11 | 1,161,939 | ||
Net loss for the period | -1,161,953 | -1,161,953 | |||
Balance at Dec. 31, 2014 | $12,038,007 | $720 | $20 | $13,718,285 | ($1,681,018) |
Balance (in shares) at Dec. 31, 2014 | 23,592,150 | 20,000,000 |
STATEMENT_OF_STOCKHOLDERS_EQUI1
STATEMENT OF STOCKHOLDERS' EQUITY [Parenthetical] (Common Class A [Member], USD $) | 12 Months Ended |
Dec. 31, 2013 | |
Common Class A [Member] | |
Temporary Equity, Shares Outstanding (in shares) | 16,497,960 |
Issuance of Class A Common Stock to initial stockholders on February 26, 2013, per share value | $0.01 |
Repurchase of Class A Common Stock from initial stockholders on February 26, 2013, per share value | $0.01 |
Issuance of Class A Common Stock to initial stockholders on March 27, 2013, per share value | $10 |
Issuance of Class A Common Stock to public stockholders on March 27, 2013, per share value | $10 |
Issuance of Class A Common Stock to initial stockholders on April 1, 2013, per share value | $10 |
Issuance of Class A Common Stock to public stockholders on April 1, 2013, per share value | $10 |
STATEMENTS_OF_CASH_FLOWS
STATEMENTS OF CASH FLOWS (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Cash flows from operating activities | ||
Net loss | ($1,161,953) | ($518,565) |
Adjustments to reconcile net loss to net cash used in operating activities | ||
(Increase) / decrease in prepaid expenses | 61,864 | -90,734 |
(Increase) / decrease in fair value of Trust Account | -57,843 | -99,020 |
Cash withdrawn from the Trust | 150,000 | 0 |
Increase in accrued operating expenses | 205,172 | 8,144 |
Increase / (decrease) in accrued franchise taxes | -144,000 | 180,000 |
Net cash used in operating activities | -946,760 | -520,175 |
Cash flows from investing activities | ||
Cash deposited in Trust Account | 0 | -184,747,500 |
Net cash used in investing activities | 0 | -184,747,500 |
Cash flows from financing activities | ||
Proceeds from issuance of Class A Common Stock | 0 | 191,942,605 |
Cost of repurchases of Class A Common Stock | 0 | -7,760 |
Proceeds from notes payable | 400,000 | 50,000 |
Repayment of notes payable | 0 | -200,000 |
Payment of commissions | 0 | -170,200 |
Payment of costs of public offering | 0 | -5,826,520 |
Net cash provided by financing activities | 400,000 | 185,788,125 |
Net increase / (decrease) in cash | -546,760 | 520,450 |
Balance of cash at beginning of period | 619,440 | 98,990 |
Balance of cash at end of period | 72,680 | 619,440 |
Supplemental schedule of non-cash financing activities | ||
Accrual of costs of public offering | 0 | 0 |
Accrual of deferred commissions | $0 | $101,460 |
Organization_and_Plan_of_Busin
Organization and Plan of Business Operations | 12 Months Ended |
Dec. 31, 2014 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization, Consolidation and Presentation of Financial Statements Disclosure [Text Block] | Note 1 — Organization and Plan of Business Operations |
HF2 Financial Management Inc. (formerly H2 Financial Management Inc.) (the “Company”) is a Delaware corporation formed on October 5, 2012 as a blank check company whose objective is to acquire, through a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination, one or more businesses or entities (a “Business Combination”). | |
The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) and pursuant to the accounting and disclosure rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”). | |
On February 13, 2013, the Company changed its name from H2 Financial Management Inc. to HF2 Financial Management Inc. to avoid any potential confusion with other entities using similar versions of the “H2” name in their respective businesses. | |
All activity from October 5, 2012 (inception) through December 31, 2014 relates to the Company’s formation, initial public offering (described below) and the identification and investigation of prospective target businesses with which to consummate a Business Combination. The Company has selected December 31 as its fiscal year end. | |
Prior to 2014, the Company was considered to be a development stage company and, as such, the Company’s financial statements were prepared in accordance with the Accounting Standards Codification (“ASC”) topic 915 “Development Stage Entities.” In 2014, the company adopted Accounting Standards Update 2014 – 10 and is no longer a development stage company. See Note 2 for further information. | |
The registration statement for the Company’s initial public offering was declared effective on March 21, 2013. On March 27, 2013, the Company consummated its initial public offering (the “Public Offering”) through the sale of 15,300,000 shares (the “Public Shares”) of Class A Common Stock, par value $0.0001 per share (“Class A Common Stock”) at $10.00 per share and received proceeds, net of the underwriters’ discount and offering expenses, of $147,763,000. Simultaneously with the consummation of the Public Offering, the Company sold 1,414,875 shares of Class A Common Stock (the “Sponsors’ Shares”) to the Company’s initial stockholders (collectively, the “Sponsors”) at $10.00 per share in a private placement (the “Private Placement”) and raised $13,910,939, net of commissions. | |
In connection with the Public Offering, the Company granted the underwriters a 45-day option to purchase up to an additional 2,295,000 Public Shares to cover over-allotments. On March 28, 2013, the underwriters elected to exercise the over-allotment option to the full extent of 2,295,000 Public Shares. The Company closed the sale of the Public Shares pursuant to the exercise of the over-allotment option on April 1, 2013 and received proceeds, net of the underwriters’ discount, of $22,284,450. Simultaneously with the closing of the sale of the Public Shares pursuant to the exercise of the over-allotment option, the Company raised an additional $1,801,401, net of commissions, through the sale of an additional 183,525 Sponsors’ Shares to the Sponsors in a private placement to maintain in the Trust Account an amount equal to $10.50 per Public Share sold. See Note 3 – Public Offering and Private Placement. | |
The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Public Offering and the Private Placement, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. However, there is no assurance that the Company will be able to effect a Business Combination successfully. Upon the closing of the Public Offering, including the over-allotment option, $184,747,500 (representing $10.50 per Public Share sold in the Public Offering), including the proceeds of the Private Placements, was deposited in a trust account (the “Trust Account”). Substantially all of the proceeds held in the Trust Account have been and will continue to be invested in United States government treasury bills having a maturity of 180 days or less and/or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act of 1940, as amended, that invest solely in U.S. treasuries until the earlier of the consummation of its first Business Combination and the Company’s failure to consummate a Business Combination within the prescribed time. Placing funds in the Trust Account may not protect those funds from third party claims against the Company. Although the Company will seek to have all vendors, service providers, prospective target businesses or other entities it engages, execute agreements with the Company waiving any claim of any kind in or to any monies held in the Trust Account, there is no guarantee that such persons will execute such agreements. One of the Company’s officers and its Chairman have agreed to be jointly and severally liable under certain circumstances to ensure that the proceeds in the Trust Account are not reduced by the claims of target businesses or vendors or other entities that are owed money by the Company for services rendered, contracted for or products sold to the Company. However, they may not be able to satisfy those obligations should they arise. The remaining net proceeds (not held in the Trust Account) may be used to pay for business, legal and accounting due diligence on prospective acquisitions and continuing general and administrative expenses. In addition, interest income on the funds held in the Trust Account may be released to the Company to pay its income, franchise and other tax obligations and to pay for its working capital requirements in connection with searching for a Business Combination. | |
The Company’s shares are listed on the Nasdaq Capital Market (“Nasdaq”). Pursuant to the Nasdaq listing rules, the target business or businesses that the Company acquires must collectively have a fair market value equal to at least 80% of the balance of the funds in the Trust Account at the time of the execution of a definitive agreement for its Business Combination, although the Company may acquire a target business whose fair market value significantly exceeds 80% of the Trust Account balance. | |
The Company will seek stockholder approval of any Business Combination at a meeting called for such purpose at which Public Stockholders (as defined below) may seek to convert their shares into their pro rata share of the aggregate amount then on deposit in the Trust Account (net of taxes payable and interest income). The Company will proceed with a Business Combination only if it has net tangible assets of at least $5,000,001 upon consummation of the Business Combination and a majority of the outstanding shares of the Company voted are voted in favor of the Business Combination. Notwithstanding the foregoing, a Public Stockholder, together with any affiliate of his or any other person with whom he is acting in concert or as a “group” (as defined in Section 13(d) (3) of the Securities Exchange Act of 1934, as amended) will be restricted from seeking conversion rights with respect to 20% or more of the Public Shares without the Company’s prior written consent. In order to determine whether a stockholder is acting in concert or as a group with another stockholder, each Public Stockholder seeking to exercise conversion rights will be required to certify whether such stockholder is acting in concert or as a group with any other stockholder. These certifications, together with any other information relating to stock ownership available at that time, will be the sole basis on which the above-referenced determination is made. If it is determined that a stockholder is acting in concert or as a group with any other stockholder, the stockholder will be notified of the determination and will be offered an opportunity to dispute the finding. The final determination as to whether a stockholder is acting in concert or as a group with any other stockholder will ultimately be made in good faith by the Company’s board of directors. In connection with any stockholder vote required to approve any Business Combination, the Sponsors have agreed (1) to vote any of their respective Founders’ Shares (as defined below), Sponsors Shares and any Public Shares they acquired in the proposed public offering or may acquire in the aftermarket in favor of the Business Combination and (2) not to convert any of their respective Founders’ Shares and Sponsors Shares. | |
The Company’s amended and restated Certificate of Incorporation provides that the Company will continue in existence only until March 21, 2015 since the Company has executed a definitive agreement for a Business Combination before September 21, 2014 but the Business Combination has not been completed by September 21, 2014. If the Company has not completed a Business Combination by March 21, 2015, 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 100% of the outstanding Public Shares held by the public stockholders of the Company (“Public Stockholders”), at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including any interest but net of franchise taxes and income taxes payable with respect to interest earned on the Trust Account, divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Stockholders’ rights as stockholders (except for 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 Company’s remaining stockholders and its board of directors dissolve and liquidate, subject (in the case of (ii) and (iii) above) to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. In such event, the Public Stockholders will be entitled to receive a full pro rata interest in the Trust Account (initially $10.50 per share, plus any pro rata interest earned on the Trust Account not previously released to the Company). | |
Proposed Business Combination | |
On September 17, 2014 the Company announced that it had entered into an Investment Agreement dated as of September 16, 2014 (the “Investment Agreement”), under which it would enter into a business combination (the “Business Combination”) by and among us, ZAIS Group Parent, LLC, a Delaware limited liability company (“ZGP”), and the members of ZGP (the “ZGP Founder Members”). ZGP is the sole member of ZAIS Group, LLC (“ZAIS”), an investment management firm focused on specialized credit investments with approximately $4.7 billion of assets under management as of September 30, 2014. The shareholders of the Company will be asked to approve the Investment Agreement at a Special Meeting of Shareholders scheduled to occur on February 19, 2015. | |
Pursuant to NASDAQ listing rules, the target business or businesses that the Company acquires must collectively have a fair market value equal to at least 80% of the balance of the funds in the Trust Account at the time of the execution of a definitive agreement for an initial business combination. The Company believes the proposed Business Combination complies with this rule. If the Company acquires less than 100% of the equity interest in a target business or businesses, the portion of such business acquired must have a fair market value equal to at least 80% of the Trust Account balance, as is the case is the proposed Business Combination. | |
The fair market value of the portion of ZGP that the Company will acquire has been determined by the board of directors of the Company based upon one or more standards generally accepted by the financial community (such as actual and potential sales, earnings, cash flow or book value). | |
Principal Terms of the Proposed Business Combination | |
The Investment Agreement provides for the acquisition by the Company of a majority of the Class A Units of ZGP (“Class A Units”). The number of Class A Units that the Company will acquire will be equal to the aggregate number of shares of Class A Common Stock, par value $0.0001 per share (“Class A Common Stock”), outstanding at the closing of the transactions contemplated by the Investment Agreement (the “Closing”) and after giving effect to any redemption of shares of Class A Common Stock by the public stockholders in connection with the consummation of this investment (“Redemption”). As of January 26, 2015, there are 23,592,150 shares of Class A Common Stock outstanding. The Company refers to the Class A Units that it will acquire as the “Acquired Units.” | |
Pursuant to the Investment Agreement, in exchange for the Acquired Units the Company will contribute to ZGP an amount in cash equal to the assets in the Company’s trust account maintained for the benefit of the Company’s public stockholders (the “Trust Account”), after giving effect to the Redemption and less the Company’s aggregate costs, fees and expenses incurred in connection with or pursuant to the consummation of the Business Combination (including deferred commissions payable to investment advisors) (the “Expense Payments”). This contribution amount will be funded through use of the funds in the Trust Account. | |
Immediately following consummation of the Business Combination, the ZGP Founder Members will hold 7,000,000 Class A Units, subject to adjustment in accordance with the Investment Agreement. ZGP may also issue up to 6,800,000 authorized Class B Units (“Class B Units”) at any time from and after the Closing. Of these Class B Units, 1,600,000 Class B-0 Units vest on the later of the date of grant and the second anniversary of the Closing. The remaining 5,200,000 Class B-1, Class B-2, Class B-3 and Class B-4 Units (together the “Additional Employee Units”) vest in three equal installments only if the Class A Common Stock achieves certain average closing price thresholds ranging from $12.50 to $21.50 as follows: one-third upon achieving the applicable threshold, one-third upon the first anniversary of such achievement and one-third upon the second anniversary of such achievement. Although the Class B Units are outstanding when issued, the Class B Units are not entitled to any distributions from ZGP (and thus will not participate in the Company’s income or loss) or other material rights until the Class B Units vest. 1,600,000 Class B-0 Units are anticipated to be issued to key employees of ZAIS promptly after the Closing. Accordingly, following the consummation of the Business Combination, assuming none of the Company’s stockholders elect to redeem their shares of Class A Common Stock, it is contemplated that there will be 32,192,150 Units of ZGP outstanding and HF2 will own approximately 73.3% of the Units, the ZGP Founder Members will own approximately 21.7% of the Units and key employees will own the remaining 5.0% subject to certain vesting provisions. | |
In addition, during the first five years after the Closing, ZGP will release up to an additional 2,800,000 Class A Units (the “Additional Founder Units”) to the ZGP Founder Members if the sum of the average per share closing, price over any 20 trading-day period of the Class A Common Stock plus cumulative dividends paid on the Class A Common Stock between the Closing and the day prior to such 20 trading-day period (the “Total Per Share Value”) meets or exceeds specified thresholds, ranging from $12.50 to $21.50. | |
The ZGP Founder Members’ Class A Units and all of the vested Class B Units (but not any unvested Class B Units) may be exchanged for shares of Class A Common Stock on a one-for-one basis (subject to certain adjustments to the exchange ratio) or, at the Company’s option, cash or a combination of Class A Common Stock and cash, pursuant to the Exchange Agreement that the Company will enter into with ZGP, the ZGP Founder Members and the other parties thereto. Generally, there is a two-year lock-up period before any exchanges of Class A Units or vested Class B Units are permitted. | |
At the Closing, all of the outstanding shares of Class B Common Stock, par value $0.000001, of the Company (the “Class B Common Stock”) will be transferred from the HF2 Class B Trust to the ZGP Founder Members and immediately deposited with a newly created irrevocable trust of which Mr. Christian Zugel, the founder, Chief Investment Officer and Managing Member of ZAIS, is the initial sole trustee. Each share of Class B Common Stock is entitled to 10 votes and there are currently 20,000,000 shares of Class B Common Stock outstanding. | |
In connection with the Investment Agreement, the Company will also will enter into the following agreements: (i) a Second Amended and Restated Limited Liability Company Agreement of ZGP, (ii) the Exchange Agreement, (iii) a Registration Rights Agreement providing registration rights for shares of Class A Common Stock issued upon conversion of Class A Units and vested Class B Units of ZGP, and (iv) a Tax Receivable Agreement relating to the payment of a portion of specified tax savings to the ZGP Founder Members. | |
At the special meeting, the Company’s stockholders also will be asked to consider and vote upon the following proposals: (i) to approve a second amended and restated certificate of incorporation, including to change the Company’s name to “ZAIS Group Holdings, Inc.”, eliminate the Company’s staggered board of directors and provide that all directors will have one year terms, allow for stockholder action by written consent, and provide a Delaware forum selection clause, (ii) to elect five directors, effective upon the Closing, to serve on the Company’s board of directors until the 2015 annual meeting of stockholders and until their respective successors are duly elected and qualified, (iii) to approve and adopt the ZAIS Group Holdings, Inc. 2015 Stock Incentive Plan (an equity-based incentive plan), and (iv) to adjourn the special meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the special meeting, there are not sufficient votes to approve one or more proposals presented to the stockholders for vote at the special meeting. | |
Submission of the Business Combination to a Stockholder Vote | |
The Business Combination (and consequently, the Investment Agreement and the transactions contemplated thereby, including the Business Combination) will be approved and adopted only if a majority of the outstanding shares of Class A Common Stock voted at the special meeting are voted “FOR” the Business Combination. As of the record date, our Sponsors, officers and directors have agreed to vote any shares of Class A Common Stock owned by them in favor of the Business Combination. | |
Liquidation if No Business Combination | |
The Company’s amended and restated certificate of incorporation provides that the Company will continue in existence only until March 21, 2015 unless it consummates an initial business combination on or prior to such date. If the Company is unable to complete the Business Combination by such date, 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 100% of the outstanding public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including any interest but net of taxes payable, divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (except for 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 our remaining stockholders and the Company’s board of directors, dissolve and liquidate, subject (in the case of (ii) and (iii) above) to the Company’s obligations under Delaware law to provide for claims of creditors and to the requirements of other applicable law. | |
Significant_Accounting_Policie
Significant Accounting Policies | 12 Months Ended | ||
Dec. 31, 2014 | |||
Accounting Policies [Abstract] | |||
Significant Accounting Policies [Text Block] | Note 2 — Significant Accounting Policies | ||
Cash and Cash Equivalents | |||
The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company maintains its cash deposits with major financial institutions. | |||
Concentration of Credit Risk | |||
The Company maintains its cash with high credit quality financial institutions. At times, the Company’s cash and cash equivalents may be uninsured or in deposit accounts that exceed the FDIC insurance limit. | |||
Fair Value of Financial Instruments | |||
Fair value. Fair value is defined as an exit price, representing the amount that would be received upon the sale of an asset or payment to transfer a liability in an orderly transaction between market participants. Fair value is a market-based measurement that is determined based on assumptions that market participants would use in pricing an asset or liability. A three-tier fair value hierarchy is used to prioritize the inputs in measuring fair value as follows: | |||
⋅ | Level 1. Quoted prices in active markets for identical assets or liabilities. | ||
⋅ | Level 2. Quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, or other inputs that are observable, either directly or indirectly. | ||
⋅ | Level 3. Significant unobservable inputs that cannot be corroborated by market data. | ||
The Company considers its investments in U.S. treasury bills as trading securities and carries them at fair value based on quoted market prices, a Level 1 input. The increase in fair value subsequent to the purchase of these securities, amounting to $99,020 for the twelve months ended December 31, 2013, is recorded as interest income in the accompanying statements of operations. | |||
Net Loss per Share | |||
Net Loss per share is computed by dividing net loss by the weighted-average number of shares of common stock outstanding during the period. The Company does not have any dilutive securities outstanding. As such, basic net loss per share equals dilutive net loss per share for the period. Shares of the Company’s Class B Common Stock have no economic rights, other than the right to be redeemed at par value upon liquidation. As such shares of Class B Common Stock are not considered participating securities and therefore not included in the calculation of net loss per share. | |||
Common Stock, Subject to Possible Conversion | |||
The Company accounts for its shares subject to possible redemption in accordance with the guidance enumerated in ASC 480 “Distinguishing Liabilities from Equity”. Under such standard, shares subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Under ASC 480, conditionally redeemable common shares (including 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, shares are classified as shareholders’ equity. The Company’s Public Shares feature certain redemption rights that are considered by the Company to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly at December 31, 2014, the shares subject to possible redemption are presented as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheet. | |||
Use of Estimates | |||
The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. | |||
Income Taxes | |||
The Company accounts for income taxes under ASC Topic 740 “Income Taxes” (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. | |||
The Company’s policy for recording interest and penalties associated with audits is to record such expense as a component of income tax expense. There were no amounts accrued for penalties or interest as of or during the period from October 5, 2012 (inception) through December 31, 2014. | |||
Recent Accounting Pronouncements | |||
In June 2014, the Financial Accounting Standards Board issued Financial Accounting Standards Update 2014-10, “Development Stage Entities”. The Company has elected to early adopt the provisions of this ASU, which principally relate to the presentation of inception to date financial results and certain labeling disclosures that the company is a development stage enterprise. | |||
Public_Offering_and_Private_Pl
Public Offering and Private Placement | 12 Months Ended |
Dec. 31, 2014 | |
Public Offering and Private Placement Disclosure [Abstract] | |
Public Offering and Private Placement Disclosure [Text Block] | Note 3 — Public Offering and Private Placement |
On March 27, 2013, the Company sold 15,300,000 shares of Class A Common Stock at an offering price of $10.00 per share generating gross proceeds of $153,000,000 in the Public Offering. Simultaneously with the consummation of the Public Offering, the Company consummated the Private Placement with the sale of 1,414,875 Sponsors’ Shares to its initial stockholders at a price of $10.00 per share, generating total proceeds of $14,148,750. The Sponsors’ Shares are identical to the shares of Class A Common Stock sold in the Public Offering, except that the Sponsors have agreed to vote the Sponsors’ Shares in favor of any proposed Business Combination, and not to convert any Sponsors’ Shares in connection with a stockholder vote to approve a proposed Business Combination. In the event of a liquidation prior to a Business Combination, the Sponsors have agreed that the Sponsors’ Shares will not participate in liquidating distributions. Additionally, the Sponsors have agreed not to transfer, assign or sell any of the Sponsors’ Shares (except to certain permitted transferees) until 30 days after the completion of the Company’s initial Business Combination. | |
In connection with the Public Offering, the Company granted the underwriters a 45-day option to purchase up to an additional 2,295,000 Public Shares to cover over-allotments. On March 28, 2013, the underwriters elected to exercise the over-allotment option to the full extent of 2,295,000 Public Shares. The Company closed the sale of the Public Shares pursuant to the exercise of the over-allotment option on April 1, 2013 generating gross proceeds of $22,950,000 at an offering price of $10.00 per share. Simultaneously with the closing of the sale of the Public Shares pursuant to the exercise of the over-allotment option, the Company raised an additional $1,835,250 of gross proceeds through the sale of an additional 183,525 Sponsors’ Shares to its initial stockholders at a price of $10.00 per share in a private placement. | |
Upon the closing of the Public Offering, including the over-allotment option, $184,747,500 (representing $10.50 per Public Share sold in the Public Offering), including the proceeds of the Private Placements, was deposited in the Trust Account. | |
The Company entered into an agreement with the underwriters of the Public Offering (“Underwriting Agreement”) after the registration statement for the Company’s initial public offering was declared effective on March 21, 2013. Pursuant to the Underwriting Agreement, the Company paid 2.9% of the gross proceeds of the Public Offering, including the over-allotment option, or $5,102,550, as an underwriting discount. | |
The Company also paid EarlyBirdCapital, Inc. commissions of $170,200 upon the sales of the Sponsors’ Shares and has agreed to pay deferred commissions of $101,460 upon the closing of the Company’s initial Business Combination. At its option, the Company may pay the deferred commissions in cash or in shares of the Company’s Class A Common Stock based on a price of $10.50 per share (“Deferred Commission Shares”). | |
The Company has also engaged EarlyBirdCapital, Inc. and Sandler O’Neill & Partners, L.P. as advisors and investment bankers in connection with a Business Combination, and will pay such firms an aggregate cash advisory fee of 4.0% of the gross proceeds of the Public Offering if the Company consummates a Business Combination. | |
The Sponsors are entitled to registration rights with respect to the Founders’ Shares and the Sponsors’ Shares, EarlyBirdCapital, Inc. will be entitled to registration rights with respect to the Deferred Commission Shares and the Sponsors and the Company’s officers, directors and Advisory Board members will be entitled to registration rights with respect to any shares they may be issued in payment of working capital loans made to the Company, pursuant to a registration rights agreement. The holders of the majority of the Founders’ Shares are entitled to demand that the Company register these shares at any time commencing three months prior to the first anniversary of the consummation of a Business Combination. The holders of the Sponsors’ Shares or shares issued in payment of working capital loans made to the Company or holders of Deferred Commission Shares are entitled to demand that the Company register these securities at any time after the Company consummates a Business Combination. In addition, the Sponsors, the holders of shares issued in payment of working capital loans made to the Company and the holders of Deferred Commission Shares have certain “piggyback” registration rights on registration statements filed after the Company’s consummation of a Business Combination. | |
Trust_Account
Trust Account | 12 Months Ended |
Dec. 31, 2014 | |
Assets Held-in-trust [Abstract] | |
Trust Account [Text Block] | Note 4 — Trust Account |
Upon the closing of the Public Offering, including the over-allotment option, $184,747,500 (representing $10.50 per Public Share sold in the Public Offering), including the proceeds of the Private Placements, was deposited in the Trust Account. Substantially all of the proceeds held in the Trust Account have been and will continue to be invested in United States government treasury bills having a maturity of 180 days or less and/or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act of 1940, as amended, that invest solely in U.S. treasuries until the earlier of the consummation of its first Business Combination and the Company’s failure to consummate a Business Combination within the prescribed time. | |
As of December 31, 2014, the Trust Account consisted solely of cash balances. On January 8, 2015, the Company invested its cash balances in a U.S. Treasury bill with a maturity value of $184,757,000 and a maturity date of February 19, 2015. | |
Notes_Payable_to_Stockholders_
Notes Payable to Stockholders - Related Party | 12 Months Ended |
Dec. 31, 2014 | |
Debt Disclosure [Abstract] | |
Related Party Notes Payable Disclosure [Text Block] | Note 5 — Notes Payable to Stockholders — Related Party |
On November 30, 2012, the Company issued unsecured promissory notes to some of its initial stockholders in an aggregate principal amount of $150,000. On March 21, 2013, the Company issued an additional unsecured promissory note to one of its initial stockholders in the principal amount of $50,000. All of the notes were non-interest bearing and payable on the earliest to occur of (i) November 29, 2013, (ii) the consummation of the Public Offering or (iii) the date on which the Company determined not to proceed with the Public Offering. The notes were repaid immediately following the consummation of the Public Offering from the net proceeds of such Public Offering. | |
On October 23, 2014, one of the Company’s Sponsors loaned the Company $300,000, pursuant to an interest-free promissory note. On December 2, 2014, one of the Company’s officers loaned the Company $100,000, pursuant to an interest-free promissory note. Both loans will become due and payable upon the earlier of the consummation of the Business Combination and March 21, 2015. | |
Commitments_and_Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2014 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments Disclosure [Text Block] | Note 6 — Commitments and Contingencies |
The Company receives general and administrative services including office space, utilities and secretarial support from Berkshire Capital Securities LLC, an affiliate of Company’s Chairman and Chief Executive Officer. The Company has agreed to pay Berkshire Capital a monthly fee of $10,000 for such services beginning March 21, 2013, the effective date of the registration statement for the Public Offering. This arrangement will terminate upon completion of the Company’s Business Combination or the distribution of the Trust Account to the Public Stockholders. | |
For the years ended December 31, 2014 and 2013, the Company incurred $120,000 and $93,226 of expense related to this arrangement. The expense is reflected in the Statements of Operations as Administrative expense. | |
The Company’s transaction expenses as a result of the proposed Business Combination with ZGP are currently estimated at approximately $9.7 million, which is comprised of (i) a $7.0 million advisory fee split between EarlyBirdCapital, Inc. and Sandler O’Neill & Partners, L.P., and (ii) $2.7 million of other expenses including, but not limited to, legal, accounting and consulting services and costs incurred with the filing, printing and mailing of a proxy statement and the solicitation of the approval of the proposed Business Combination by our stockholders. Through December 31, 2014, the Company has incurred and recorded $557,000 of transaction expenses which are included in the accompanying Unaudited Condensed Statements of Operations, principally in the category area of professional fees. Certain of the anticipated remaining transaction expenses are contingent upon the closing of the ZAIS Business Combination. | |
Income_Taxes
Income Taxes | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Income Tax Disclosure [Abstract] | |||||||||
Income Tax Disclosure [Text Block] | Note 7 — Income Taxes | ||||||||
The Company has recorded deferred tax assets relating to expenses deferred for income tax purposes at December 31, 2014 and 2013 amounting to $636,126 and $195,756, respectively, as well as offsetting full valuation allowances, as the Company is not currently generating income that will allow this asset to be realized. The Company has net operating losses of $122,242, $83,035 and $500 for the tax years ending 2014, 2013 and 2012, respectively, which may be carried forward until 2034, 2033 and 2032 respectively, to offset future income. The table below sets forth the Company’s deferred tax assets. | |||||||||
December 31, | December 31, | ||||||||
2014 | 2013 | ||||||||
Development stage expenses capitalized | $ | -557,912 | $ | -164,007 | |||||
Net operating loss carry-forward | -78,214 | -31,749 | |||||||
Less: valuation allowance | 636,126 | 195,756 | |||||||
Net deferred tax assets | $ | — | $ | — | |||||
The Company’s effective tax rate differs from the statutory rate primarily due to the increase in the Company’s valuation allowance. The table set forth below provides a reconciliation of the Company’s statutory tax rate to its effective tax rate. | |||||||||
For the year ended | For the year ended | ||||||||
December 31, 2014 | December 31, 2013 | ||||||||
Statutory federal tax rate | 35 | % | 35 | % | |||||
State tax, net of federal benefit | 3 | % | 3 | % | |||||
Permanent differences | -0.1 | % | -0.8 | % | |||||
Increase in valuation allowance | -37.9 | % | -37.2 | % | |||||
Effective tax rate | 0 | % | 0 | % | |||||
ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position 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. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. The Company is required to file income tax returns in the United States (federal) and in various state and local jurisdictions. Based on the Company’s evaluation, it has been concluded that there are no significant uncertain tax positions requiring recognition in the Company’s financial statements. The Company was incorporated on October 5, 2012, and the evaluation was performed for the tax years ended December 31, 2014, 2013 and 2012, which are the only periods subject to examination. | |||||||||
Stockholder_Equity
Stockholder Equity | 12 Months Ended |
Dec. 31, 2014 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity Note Disclosure [Text Block] | Note 8 — Stockholder Equity |
Preferred Stock | |
The Company is authorized to issue 2,000,000 shares of preferred stock with a par value of $0.0001 per share with such designation, rights and preferences as may be determined from time to time by the Company’s board of directors. | |
As of December 31, 2014, there are no shares of preferred stock issued or outstanding. | |
Class A Common Stock | |
The Company is authorized to issue 180,000,000 shares of Class A Common Stock with a par value of $0.0001 per share. | |
In connection with the organization of the Company, on December 5, 2012, a total of 4,255,000 shares of the Company’s Class A Common Stock were sold to certain of the Sponsors at a price of approximately $0.005875 per share for an aggregate of $25,000 (the “Founders’ Shares”). On February 26, 2013, the Company repurchased 1,320,707 Founders’ Shares from certain of the Sponsors at the original sale price of approximately $0.005875 per share for an aggregate of $7,760. On the same date, the Company also sold 1,464,457 Founders’ Shares to certain existing and new Sponsors at the same price of approximately $0.005875 per share for an aggregate of $8,605. | |
The Founders’ Shares were placed into an escrow account maintained by Continental Stock Transfer & Trust Company, acting as escrow agent. Such shares will be released from escrow on the first anniversary of the closing date of the Business Combination. Subject to certain limited exceptions, these shares will not be transferable during the escrow period. | |
As of December 31, 2014, 7,204,852 shares of Class A Common Stock were issued and outstanding, excluding 16,387,298 shares of Class A Common Stock subject to possible conversion. | |
Class B Common Stock | |
The Company is authorized to issue 20,000,000 shares of Class B Common Stock with a par value of $0.000001 per share. | |
In connection with the organization of the Company, on December 3, 2012, a total of 20,000,000 shares of the Company’s Class B Common Stock were sold to R. Bruce Cameron, the Company’s Chairman, at a price of approximately $0.000001 per share for an aggregate of $20. Shares of Class B Common Stock are entitled to ten votes per share and vote with the holders of Class A Common Stock, as a single class, on all matters presented to holders of the Company’s common stock for a vote. Shares of Class B Common Stock have no economic rights (other than the right to be redeemed at par value upon liquidation). Prior to the Company’s Business Combination and in connection with any vote on the Business Combination, the shares of Class B Common Stock will be voted on all matters presented to holders of the Company’s common stock for a vote in proportion to the vote of the holders of the Class A Common Stock. As a result, prior to the consummation of the Business Combination, holders of a majority of the shares of Class A Common Stock will control the vote on any matter submitted to stockholders for a vote. If the shares of Class B Common Stock remain outstanding following the consummation of the Business Combination, the holders of the Class B Common Stock will be entitled to vote the shares of Class B Common Stock in their own discretion. | |
Significant_Accounting_Policie1
Significant Accounting Policies (Policies) | 12 Months Ended | ||
Dec. 31, 2014 | |||
Accounting Policies [Abstract] | |||
Cash and Cash Equivalents, Policy [Policy Text Block] | Cash and Cash Equivalents | ||
The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company maintains its cash deposits with major financial institutions. | |||
Concentration Risk, Credit Risk, Policy [Policy Text Block] | Concentration of Credit Risk | ||
The Company maintains its cash with high credit quality financial institutions. At times, the Company’s cash and cash equivalents may be uninsured or in deposit accounts that exceed the FDIC insurance limit. | |||
Fair Value of Financial Instruments, Policy [Policy Text Block] | Fair Value of Financial Instruments | ||
Fair value. Fair value is defined as an exit price, representing the amount that would be received upon the sale of an asset or payment to transfer a liability in an orderly transaction between market participants. Fair value is a market-based measurement that is determined based on assumptions that market participants would use in pricing an asset or liability. A three-tier fair value hierarchy is used to prioritize the inputs in measuring fair value as follows: | |||
⋅ | Level 1. Quoted prices in active markets for identical assets or liabilities. | ||
⋅ | Level 2. Quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, or other inputs that are observable, either directly or indirectly. | ||
⋅ | Level 3. Significant unobservable inputs that cannot be corroborated by market data. | ||
The Company considers its investments in U.S. treasury bills as trading securities and carries them at fair value based on quoted market prices, a Level 1 input. The increase in fair value subsequent to the purchase of these securities, amounting to $99,020 for the twelve months ended December 31, 2013, is recorded as interest income in the accompanying statements of operations. | |||
Earnings Per Share, Policy [Policy Text Block] | Net Loss per Share | ||
Net Loss per share is computed by dividing net loss by the weighted-average number of shares of common stock outstanding during the period. The Company does not have any dilutive securities outstanding. As such, basic net loss per share equals dilutive net loss per share for the period. Shares of the Company’s Class B Common Stock have no economic rights, other than the right to be redeemed at par value upon liquidation. As such shares of Class B Common Stock are not considered participating securities and therefore not included in the calculation of net loss per share. | |||
Stockholders' Equity, Policy [Policy Text Block] | Common Stock, Subject to Possible Conversion | ||
The Company accounts for its shares subject to possible redemption in accordance with the guidance enumerated in ASC 480 “Distinguishing Liabilities from Equity”. Under such standard, shares subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Under ASC 480, conditionally redeemable common shares (including 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, shares are classified as shareholders’ equity. The Company’s Public Shares feature certain redemption rights that are considered by the Company to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly at December 31, 2014, the shares subject to possible redemption are presented as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheet. | |||
Use of Estimates, Policy [Policy Text Block] | Use of Estimates | ||
The preparation of financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. | |||
Income Tax, Policy [Policy Text Block] | Income Taxes | ||
The Company accounts for income taxes under ASC Topic 740 “Income Taxes” (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. | |||
The Company’s policy for recording interest and penalties associated with audits is to record such expense as a component of income tax expense. There were no amounts accrued for penalties or interest as of or during the period from October 5, 2012 (inception) through December 31, 2014. | |||
New Accounting Pronouncements, Policy [Policy Text Block] | Recent Accounting Pronouncements | ||
In June 2014, the Financial Accounting Standards Board issued Financial Accounting Standards Update 2014-10, “Development Stage Entities”. The Company has elected to early adopt the provisions of this ASU, which principally relate to the presentation of inception to date financial results and certain labeling disclosures that the company is a development stage enterprise. | |||
Income_Taxes_Tables
Income Taxes (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Income Tax Disclosure [Abstract] | |||||||||
Schedule of Deferred Tax Assets and Liabilities [Table Text Block] | The table below sets forth the Company’s deferred tax assets. | ||||||||
December 31, | December 31, | ||||||||
2014 | 2013 | ||||||||
Development stage expenses capitalized | $ | -557,912 | $ | -164,007 | |||||
Net operating loss carry-forward | -78,214 | -31,749 | |||||||
Less: valuation allowance | 636,126 | 195,756 | |||||||
Net deferred tax assets | $ | — | $ | — | |||||
Schedule of Effective Income Tax Rate Reconciliation [Table Text Block] | The table set forth below provides a reconciliation of the Company’s statutory tax rate to its effective tax rate. | ||||||||
For the year ended | For the year ended | ||||||||
December 31, 2014 | December 31, 2013 | ||||||||
Statutory federal tax rate | 35 | % | 35 | % | |||||
State tax, net of federal benefit | 3 | % | 3 | % | |||||
Permanent differences | -0.1 | % | -0.8 | % | |||||
Increase in valuation allowance | -37.9 | % | -37.2 | % | |||||
Effective tax rate | 0 | % | 0 | % | |||||
Organization_and_Plan_of_Busin1
Organization and Plan of Business Operations (Details Textual) (USD $) | 12 Months Ended | 1 Months Ended | 12 Months Ended | |||
Dec. 31, 2014 | Dec. 31, 2013 | Apr. 01, 2013 | Dec. 31, 2012 | Sep. 30, 2014 | Jan. 26, 2015 | |
Organization and Plan of Business Operations [Line Items] | ||||||
Proceeds from Issuance of Common Stock | $0 | $191,942,605 | ||||
Assets Held In Trust Percentage Of Fair Value Minimum | 80.00% | |||||
Business Acquisition Minimum Tangible Assets For Business Acquisition | 5,000,001 | |||||
Business Combination Percentage Of Redeemable Shares | 100.00% | |||||
Restriction On Conversion Rights Of Shares Percentage | 20.00% | |||||
ZGP Founder [Member] | Capital Unit, Class A [Member] | ||||||
Organization and Plan of Business Operations [Line Items] | ||||||
Common Unit, Authorized | 2,800,000 | |||||
ZAIS Business Combination [Member] | ||||||
Organization and Plan of Business Operations [Line Items] | ||||||
Assets under Management, Carrying Amount | 4,700,000,000 | |||||
Common Unit, Outstanding | 32,192,150 | |||||
ZAIS Business Combination [Member] | Capital Unit, Class B [Member] | ||||||
Organization and Plan of Business Operations [Line Items] | ||||||
Common Unit, Authorized | 6,800,000 | |||||
ZAIS Business Combination [Member] | Capital Unit, Class A [Member] | ||||||
Organization and Plan of Business Operations [Line Items] | ||||||
Common Unit, Issued | 7,000,000 | |||||
ZAIS Business Combination [Member] | HF2 [Member] | ||||||
Organization and Plan of Business Operations [Line Items] | ||||||
Percentage of Units Owned | 73.30% | |||||
ZAIS Business Combination [Member] | ZGP Founder [Member] | ||||||
Organization and Plan of Business Operations [Line Items] | ||||||
Percentage of Units Owned | 21.70% | |||||
ZAIS Business Combination [Member] | Key Employee [Member] | ||||||
Organization and Plan of Business Operations [Line Items] | ||||||
Percentage of Units Owned | 5.00% | |||||
ZAIS Business Combination [Member] | Minimum [Member] | Capital Unit, Class B [Member] | ||||||
Organization and Plan of Business Operations [Line Items] | ||||||
Target Threshold, Common Unit | $12.50 | |||||
ZAIS Business Combination [Member] | Maximum [Member] | Capital Unit, Class B [Member] | ||||||
Organization and Plan of Business Operations [Line Items] | ||||||
Target Threshold, Common Unit | $21.50 | |||||
ZAIS Business Combination [Member] | Additional Employee Units [Member] | Capital Unit, Class B [Member] | ||||||
Organization and Plan of Business Operations [Line Items] | ||||||
Common Unit, Authorized | 5,200,000 | |||||
ZAIS Business Combination [Member] | Class B-0 Units [Member] | Capital Unit, Class B [Member] | ||||||
Organization and Plan of Business Operations [Line Items] | ||||||
Common Unit, Authorized | 1,600,000 | |||||
Trust Account [Member] | ||||||
Organization and Plan of Business Operations [Line Items] | ||||||
Amount Placed in Trust Account | 184,747,500 | |||||
Per Share Value in Trust Account | $10.50 | |||||
Common Class A [Member] | ||||||
Organization and Plan of Business Operations [Line Items] | ||||||
Stock Issued During Period, Shares, New Issues | 1,464,457 | 4,255,000 | ||||
Common Stock, Par or Stated Value Per Share | $0.00 | $0.00 | ||||
Common Stock, Shares, Outstanding, Ending Balance | 7,204,852 | 7,094,190 | ||||
Common Class A [Member] | Subsequent Event [Member] | ||||||
Organization and Plan of Business Operations [Line Items] | ||||||
Common Stock, Shares, Outstanding, Ending Balance | 23,592,150 | |||||
Common Class B [Member] | ||||||
Organization and Plan of Business Operations [Line Items] | ||||||
Common Stock, Par or Stated Value Per Share | $0.00 | $0.00 | ||||
Common Stock, Shares, Outstanding, Ending Balance | 20,000,000 | 20,000,000 | ||||
IPO [Member] | Common Class A [Member] | Common Stock Issue Three [Member] | ||||||
Organization and Plan of Business Operations [Line Items] | ||||||
Stock Issued During Period, Shares, New Issues | 15,300,000 | |||||
Common Stock, Par or Stated Value Per Share | $0.00 | |||||
Proceeds from Issuance of Common Stock | 147,763,000 | |||||
Sale of Stock, Price Per Share | $10 | |||||
IPO [Member] | Common Class A [Member] | Common Stock Issue Five [Member] | ||||||
Organization and Plan of Business Operations [Line Items] | ||||||
Stock Issued During Period, Shares, New Issues | 2,295,000 | |||||
Proceeds from Issuance of Common Stock | 22,284,450 | |||||
Sale of Stock, Price Per Share | $10 | |||||
Private Placement [Member] | Common Class A [Member] | Common Stock Issue Two [Member] | ||||||
Organization and Plan of Business Operations [Line Items] | ||||||
Stock Issued During Period, Shares, New Issues | 1,414,875 | |||||
Proceeds from Issuance of Common Stock | 13,910,939 | |||||
Sale of Stock, Price Per Share | $10 | |||||
Private Placement [Member] | Common Class A [Member] | Common Stock Issue Four [Member] | ||||||
Organization and Plan of Business Operations [Line Items] | ||||||
Stock Issued During Period, Shares, New Issues | 183,525 | |||||
Proceeds from Issuance of Common Stock | $1,801,401 | |||||
Sale of Stock, Price Per Share | $10.50 |
Significant_Accounting_Policie2
Significant Accounting Policies (Details Textual) (USD $) | 12 Months Ended |
Dec. 31, 2013 | |
Significant Accounting Policies [Line Items] | |
Investment Income, Interest | $99,020 |
Public_Offering_and_Private_Pl1
Public Offering and Private Placement (Details Textual) (USD $) | 12 Months Ended | 1 Months Ended | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | Apr. 01, 2013 | Dec. 31, 2012 | |
Public Offering and Private Placement [Line Items] | ||||
Payments for Commissions | $0 | $170,200 | ||
Deferred Compensation Liability, Classified, Noncurrent | 101,460 | 101,460 | ||
Trust Account [Member] | ||||
Public Offering and Private Placement [Line Items] | ||||
Amount Placed in Trust Account | 184,747,500 | |||
Per Share Value in Trust Account | $10.50 | |||
EarlyBirdCapital, Inc. [Member] | ||||
Public Offering and Private Placement [Line Items] | ||||
Payments For Advisory Fee Percentage | 4.00% | |||
Payments for Commissions | 170,200 | |||
Deferred Compensation Liability, Classified, Noncurrent | 101,460 | |||
Deferred Commission Share Price | $10.50 | |||
Common Class A [Member] | ||||
Public Offering and Private Placement [Line Items] | ||||
Stock Issued During Period, Shares, New Issues | 1,464,457 | 4,255,000 | ||
IPO [Member] | ||||
Public Offering and Private Placement [Line Items] | ||||
Payments For Underwriting Discount Percentage | 2.90% | |||
Payments For Underwriting Discount Value | 5,102,550 | |||
IPO [Member] | Common Class A [Member] | Common Stock Issue Three [Member] | ||||
Public Offering and Private Placement [Line Items] | ||||
Stock Issued During Period, Shares, New Issues | 15,300,000 | |||
Proceeds From Issuance Initial Public Offering | 153,000,000 | |||
Sale of Stock, Price Per Share | $10 | |||
IPO [Member] | Common Class A [Member] | Common Stock Issue Five [Member] | ||||
Public Offering and Private Placement [Line Items] | ||||
Stock Issued During Period, Shares, New Issues | 2,295,000 | |||
Proceeds From Issuance Initial Public Offering | 22,950,000 | |||
Sale of Stock, Price Per Share | $10 | |||
Private Placement [Member] | Common Class A [Member] | Common Stock Issue Four [Member] | ||||
Public Offering and Private Placement [Line Items] | ||||
Stock Issued During Period, Shares, New Issues | 183,525 | |||
Proceeds From Issuance Of Private Placement | 1,835,250 | |||
Sale of Stock, Price Per Share | $10.50 | |||
Private Placement [Member] | Common Class A [Member] | Common Stock Issue Two [Member] | ||||
Public Offering and Private Placement [Line Items] | ||||
Stock Issued During Period, Shares, New Issues | 1,414,875 | |||
Proceeds From Issuance Of Private Placement | $14,148,750 | |||
Sale of Stock, Price Per Share | $10 |
Trust_Account_Details_Textual
Trust Account (Details Textual) (USD $) | 0 Months Ended | 1 Months Ended | ||
Jan. 08, 2015 | Apr. 01, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | |
Trust Account [Line Items] | ||||
Assets Held-In-Trust, Noncurrent | $184,754,364 | $184,846,520 | ||
U.S. Treasury Bill One [Member] | Subsequent Event [Member] | ||||
Trust Account [Line Items] | ||||
Assets Held-In-Trust, Noncurrent | 184,757,000 | |||
Asset Held In Trust Maturity Date | 19-Feb-15 | |||
Trust Account [Member] | ||||
Trust Account [Line Items] | ||||
Amount Placed in Trust Account | $184,747,500 | |||
Per Share Value in Trust Account | $10.50 |
Notes_Payable_to_Stockholders_1
Notes Payable to Stockholders - Related Party (Details Textual) (USD $) | 12 Months Ended | 1 Months Ended | ||
Dec. 31, 2013 | Oct. 23, 2014 | Dec. 02, 2014 | Nov. 30, 2012 | |
Short-term Debt [Line Items] | ||||
Notes Payable, Related Parties, Current | $150,000 | |||
Increase (Decrease) in Notes Payable, Related Parties, Current | 50,000 | |||
Sponsors [Member] | Notes Payable, Other Payables [Member] | ||||
Short-term Debt [Line Items] | ||||
Debt Instrument, Face Amount | 300,000 | |||
Debt Instrument, Maturity Date, Description | become due and payable upon the earlier of the consummation of the Business Combination and March 21, 2015. | |||
officers [Member] | Notes Payable, Other Payables [Member] | ||||
Short-term Debt [Line Items] | ||||
Debt Instrument, Face Amount | $100,000 | |||
Debt Instrument, Maturity Date, Description | become due and payable upon the earlier of the consummation of the Business Combination and March 21, 2015. |
Commitments_and_Contingencies_
Commitments and Contingencies (Details Textual) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Other Commitments [Line Items] | ||
General and Administrative Expense, Total | $120,000 | $93,226 |
Other Transaction Expenses | 171,872 | 83,624 |
Berkshire Capital Securities LLC [Member] | ||
Other Commitments [Line Items] | ||
General and Administrative Expense for Each Month | 10,000 | |
ZAIS Business Combination [Member] | ||
Other Commitments [Line Items] | ||
Estimated Total Transaction Expenses | 9,700,000 | |
Advisory Fees | 7,000,000 | |
Other Transaction Expenses | 2,700,000 | |
Business Combination, Integration Related Costs | $557,000 |
Income_Taxes_Details
Income Taxes (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Deferred Tax Assets and Liabilities [Line Items] | ||
Development stage expenses capitalized | ($557,912) | ($164,007) |
Net operating loss carry-forward | -78,214 | -31,749 |
Less: valuation allowance | 636,126 | 195,756 |
Net deferred tax assets | $0 | $0 |
Income_Taxes_Details_1
Income Taxes (Details 1) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Effective Income Tax Rate Reconciliation [Line Items] | ||
Statutory federal tax rate | 35.00% | 35.00% |
State tax, net of federal benefit | 3.00% | 3.00% |
Permanent differences | -0.10% | -0.80% |
Increase in valuation allowance | -37.90% | -37.20% |
Effective tax rate | 0.00% | 0.00% |
Income_Taxes_Details_Textual
Income Taxes (Details Textual) (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Income Taxes [Line Items] | |||
Operating Loss Carryforwards | $122,242 | $83,035 | $500 |
Operating Loss Carryforwards Expiration Description | 2034 | 2033 | 2032 |
Stockholder_Equity_Details_Tex
Stockholder Equity (Details Textual) (USD $) | 12 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2014 | |
Stockholder Equity [Line Items] | |||
Preferred Stock, Shares Authorized | 2,000,000 | 2,000,000 | |
Preferred Stock, Par or Stated Value Per Share | $0.00 | $0.00 | |
Stock Repurchased During Period, Value (in dollars) | $7,760 | ||
Preferred Stock, Shares Issued | 0 | 0 | |
Preferred Stock, Shares Outstanding, Ending Balance | 0 | 0 | |
Common Class A [Member] | |||
Stockholder Equity [Line Items] | |||
Common Stock, Shares Authorized | 180,000,000 | 180,000,000 | |
Common Stock, Par or Stated Value Per Share | $0.00 | $0.00 | |
Stock Issued During Period, Shares, New Issues | 1,464,457 | 4,255,000 | |
Common Stock Issue Or Repurchase Price Per Share | $0.01 | $0.01 | |
Stock Issued During Period, Value, New Issues (in dollars) | 8,605 | 25,000 | |
Stock Repurchased During Period, Shares | 1,320,707 | ||
Stock Repurchased During Period, Value (in dollars) | 7,760 | ||
Common Stock, Shares, Outstanding | 7,094,190 | 7,204,852 | |
Temporary Equity, Shares Outstanding | 16,497,960 | 16,387,298 | |
Common Class B [Member] | |||
Stockholder Equity [Line Items] | |||
Common Stock, Shares Authorized | 20,000,000 | 20,000,000 | |
Common Stock, Par or Stated Value Per Share | $0.00 | $0.00 | |
Common Stock, Shares, Outstanding | 20,000,000 | 20,000,000 | |
Common Class B [Member] | R. Bruce Cameron [Member] | |||
Stockholder Equity [Line Items] | |||
Common Stock, Par or Stated Value Per Share | $0.00 | ||
Stock Issued During Period, Value, New Issues (in dollars) | $20 | ||
Common Stock, Shares, Outstanding | 20,000,000 |