Document_and_Entity_Informatio
Document and Entity Information | 3 Months Ended | |
Mar. 31, 2014 | 15-May-14 | |
Document And Entity Information [Abstract] | ' | ' |
Entity Registrant Name | 'Quinpario Acquisition Corp. | ' |
Entity Central Index Key | '0001579252 | ' |
Amendment Flag | 'false | ' |
Current Fiscal Year End Date | '--12-31 | ' |
Document Type | '10-Q | ' |
Document Period End Date | 31-Mar-14 | ' |
Document Fiscal Year Focus | '2014 | ' |
Document Fiscal Period Focus | 'Q1 | ' |
Entity Filer Category | 'Non-accelerated Filer | ' |
Entity Common Stock, Shares Outstanding | ' | 24,608,333 |
Condensed_Interim_Balance_Shee
Condensed Interim Balance Sheets (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
Current assets: | ' | ' |
Cash | $129,071 | $741,632 |
Prepaid insurance | 87,667 | 113,967 |
Total current assets | 216,738 | 855,599 |
Investments held in Trust Account | 177,111,405 | 177,097,040 |
Total assets | 177,328,143 | 177,952,639 |
Current liability: | ' | ' |
Accrued expenses | 2,620,242 | 19,531 |
Accrued franchise tax | 27,913 | 65,767 |
Advances from affiliate | 344,149 | ' |
Total current liabilities: | 2,992,304 | 85,298 |
Other liability: | ' | ' |
Deferred underwriters' fee | 5,175,000 | 5,175,000 |
Total liabilities | 8,167,304 | 5,260,298 |
Commitment and contingencies | ' | ' |
Common stock subject to possible redemption; 16,000,081 and 16,344,282 shares at March 31, 2014 and December 31, 2013, respectively (at redemption value) | 164,160,828 | 167,692,330 |
Stockholders' equity: | ' | ' |
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding | ' | ' |
Common stock, $0.0001 par value; 43,000,000 shares authorized; 8,608,252 and 8,264,051 shares issued and outstanding (which excludes 16,000,081 and 16,344,282 shares subject to possible redemption) at March 31, 2014 and December 31, 2013, respectively | 861 | 827 |
Additional paid-in capital | 4,999,150 | 4,999,184 |
Deficit accumulated during the development stage | ' | ' |
Total stockholders' equity | 5,000,011 | 5,000,011 |
Total liabilities and stockholders' equity | $177,328,143 | $177,952,639 |
Condensed_Interim_Balance_Shee1
Condensed Interim Balance Sheets (Parenthetical) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
Statement of Financial Position [Abstract] | ' | ' |
Common stock possible redemption shares | 16,000,081 | 16,344,282 |
Preferred stock, par value (in dollars per share) | $0.00 | $0.00 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | ' | ' |
Preferred stock, shares outstanding | ' | ' |
Common stock, par value ( in dollars per share) | $0.00 | $0.00 |
Common stock, shares authorized | 43,000,000 | 43,000,000 |
Common stock, shares issued | 8,608,252 | 8,264,051 |
Common stock shares outstanding | 8,608,252 | 8,264,051 |
Condensed_Interim_Statements_o
Condensed Interim Statements of Operations (unaudited) (USD $) | 3 Months Ended | 10 Months Ended |
Mar. 31, 2014 | Mar. 31, 2014 | |
Income Statement [Abstract] | ' | ' |
Revenue | ' | ' |
General and administrative expenses | 3,545,867 | 4,081,494 |
Loss from operations | -3,545,867 | -4,081,494 |
Other income (expense) | ' | ' |
Interest income | 14,366 | 36,405 |
Net loss attributable to common stock not subject to possible redemption | ($3,531,501) | ($4,045,089) |
Weighted average number of shares outstanding, excluding shares subject to possible redemption, basic and diluted | 8,267,875 | 7,745,285 |
Net loss per share, excluding shares subject to possible redemption, basic and diluted | ($0.43) | ($0.52) |
Condensed_Interim_Statement_of
Condensed Interim Statement of Changes in Stockholder's Equity (unaudited) (USD $) | Total | Common Stock [Member] | Additional Paid-In Capital [Member] | Deficit Accumulated During the Development Stage [Member] |
Begining Balance, Value at May. 31, 2013 | ' | ' | ' | ' |
Beginning Balance, Share at May. 31, 2013 | ' | ' | ' | ' |
Sale of common stock to initial stockholder on May 31, 2013 at approximately $0.004 per share | 25,000 | 621 | 24,379 | ' |
Sale of common stock to initial stockholder on May 31, 2013 at approximately $0.004 per share, Shares | ' | 6,208,333 | ' | ' |
Sale of 17,250,000 units at $10 per unit on August 14, 2013 | 172,500,000 | 1,725 | 172,498,275 | ' |
Sale of 17,250,000 units at $10 per unit on August 14, 2013, Shares | ' | 17,250,000 | ' | ' |
Underwriters' discount and offering expenses | -10,819,071 | ' | -10,819,071 | ' |
Sale of 1,150,000 placement units at $10 per units to initial stockholder on August 14, 2013 | 11,500,000 | 115 | 11,499,885 | ' |
Sale of 1,150,000 placement units at $10 per units to initial stockholder on August 14, 2013, Shares | ' | 1,150,000 | ' | ' |
Proceeds subject to possible redemption of 16,394,339 shares at redemption value | -168,205,918 | -1,639 | -168,204,279 | ' |
Proceeds subject to possible redemption of 16,394,339 shares at redemption value, Shares | ' | 16,394,339 | ' | ' |
Change in proceeds subject to possible redemption to 16,344,282 shares at redemption value | 513,587 | 5 | -5 | 513,587 |
Change in proceeds subject to possible redemption to 16,344,282 shares at redemption value, Shares | ' | 50,057 | ' | ' |
Net loss attributable to common stock not subject to possible redemption | -513,587 | ' | ' | -513,587 |
Ending Balance, Value at Dec. 31, 2013 | 5,000,011 | 827 | 4,999,184 | ' |
Ending Balance, Share at Dec. 31, 2013 | ' | 8,264,051 | ' | ' |
Sale of 1,150,000 placement units at $10 per units to initial stockholder on August 14, 2013, Shares | ' | ' | ' | ' |
Proceeds subject to possible redemption of 16,394,339 shares at redemption value, Shares | ' | ' | ' | ' |
Change in proceeds subject to possible redemption to 16,000,081 shares at redemption value | 3,531,501 | 34 | -34 | 3,531,501 |
Change in proceeds subject to possible redemption to 16,000,081 shares at redemption value, Shares | ' | 344,201 | ' | ' |
Net loss attributable to common stock not subject to possible redemption | -3,531,501 | ' | ' | -3,531,501 |
Ending Balance, Value at Mar. 31, 2014 | $5,000,011 | $861 | $4,999,150 | ' |
Ending Balance, Share at Mar. 31, 2014 | ' | 8,608,252 | ' | ' |
Condensed_Interim_Statement_of1
Condensed Interim Statement of Changes in Stockholder's Equity (unaudited) (Parenthetical) (USD $) | 3 Months Ended | 7 Months Ended |
Mar. 31, 2014 | Dec. 31, 2013 | |
Sale of placement per units | $10 | ' |
Common stock possible redemption shares | 16,000,081 | 16,344,282 |
Common Stock [Member] | ' | ' |
Sale of common stock per shares | ' | $0.00 |
Sale of units shares | ' | 17,250,000 |
Sale of per units | ' | $10 |
Sale of placement unit shares | ' | 1,150,000 |
Sale of placement per units | ' | $10 |
Proceeds subject to possible redemption of shares | ' | 16,394,339 |
Common stock possible redemption shares | 16,000,081 | 16,344,282 |
Condensed_Interim_Statements_o1
Condensed Interim Statements of Cash Flows (unaudited) (USD $) | 3 Months Ended | 10 Months Ended |
Mar. 31, 2014 | Mar. 31, 2014 | |
Cash Flows from operating activities: | ' | ' |
Net loss attributable to common stock not subject to possible redemption | ($3,531,501) | ($4,045,089) |
Adjustments to reconcile net loss attributable to common stock not subject to possible redemption to net cash used in operating activities | ' | ' |
Prepaid insurance | 26,300 | -87,667 |
Accrued franchise tax | -37,854 | 27,913 |
Accrued expenses | 2,600,711 | 2,620,241 |
Net cash used in operating activities | -942,344 | -1,484,602 |
Cash flows from investing activities: | ' | ' |
Cash deposited in Trust Account | ' | -177,075,000 |
Interest reinvested in Trust Account | -14,366 | -36,405 |
Net cash used in investing activities | -14,366 | -177,111,405 |
Cash flows from financing activities: | ' | ' |
Proceeds from loan payable, affiliate | 344,149 | 576,288 |
Repayment of loan payable, affiliate | ' | -232,139 |
Proceeds from sale of common stock to initial stockholder | ' | 25,000 |
Proceeds from sale of Units to public stockholders | ' | 172,500,000 |
Proceeds from sale of placement units to initial stockholder | ' | 11,500,000 |
Payment of costs of Public Offering | ' | -5,644,071 |
Net cash provided by financing activities | 344,149 | 178,725,078 |
Net increase (decrease) in cash | -612,561 | 129,071 |
Cash at beginning of the period | 741,632 | ' |
Cash at end of the period | 129,071 | 129,071 |
Supplemental disclosure of non-cash financing activities: | ' | ' |
Deferred underwriters' compensation | ' | $5,175,000 |
Condensed_Interim_Financial_In
Condensed Interim Financial Information | 3 Months Ended |
Mar. 31, 2014 | |
Condensed Interim Financial Information [Abstract] | ' |
CONDENSED INTERIM FINANCIAL INFORMATION | ' |
1. CONDENSED INTERIM FINANCIAL INFORMATION | |
The accompanying condensed interim financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the accounting and disclosure rules and regulations of the Securities and Exchange Commission (“SEC”), and reflect all adjustments, consisting only of normal recurring adjustments, which are, in the opinion of management, necessary for a fair presentation of the financial position as of March 31, 2014 and the results of operations and cash flows for the periods presented. Certain information and disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. Interim results are not necessarily indicative of results for a full year. | |
The accompanying unaudited condensed interim financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Company’s Annual Report on Form 10-K filed with the SEC on March 7, 2014. |
Description_of_Organization_an
Description of Organization and Business Operations | 3 Months Ended |
Mar. 31, 2014 | |
Description of Organization and Business Operations [Abstract] | ' |
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | ' |
2. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | |
Quinpario Acquisition Corp. (“us”, “we”, “Company”, “our”, “Quinpario”), a development stage company, is a blank check company incorporated in Delaware on May 31, 2013. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination (“Business Combination”). As more fully described in Note 10 – Proposed Business Combination, the Company entered into a Business Combination and stock purchase agreement (the “Purchase Agreement”), by and between the Company, Jason Partners Holdings Inc. (“Jason”), JPHI Holdings Inc. (“Quinpario Sub”) and Jason Partners Holdings LLC (“Seller”), providing for the acquisition of all of the capital stock of Jason by Quinpario Sub from Seller and certain members of Seller (the “Jason Business Combination”). Quinpario Sub is an inactive wholly owned subsidiary of the Company with no assets or operations as of March 31, 2014. The Jason Business Combination is not final and subject to closing conditions in accordance with the terms of the Purchase Agreement. | |
The Company has neither engaged in any operations nor generated revenue to date. The Company is considered to be in the development stage as defined in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 915, “Development Stage Entities”, and is subject to the risks associated with activities of development stage companies. The Company has selected December 31 as its fiscal year end. | |
Quinpario Partners I, LLC (“Sponsor”), is a Delaware limited liability company formed for the express purpose of investing in and holding the securities of the Company. | |
The registration statement for the Company’s initial public offering was declared effective on August 8, 2013. On August 14, 2013, the Company consummated its initial public offering through the sale of 17,250,000 units (including 2,250,000 units sold pursuant to the underwriters’ exercise in full of their over-allotment option) at $10.00 per share (the “Public Offering”) and received gross proceeds of $172,500,000 (including $22,500,000 from the underwriters’ exercise in full of their over-allotment option) before deduction of the underwriters’ compensation of $5,175,000. Each unit consists of one share of the Company’s common stock (the “Public Shares”), and one redeemable common stock purchase warrant. Simultaneously with the consummation of the Public Offering, the Company sold 1,150,000 placement units to the Company’s Sponsor at $10.00 per unit in a private placement (the “Private Placement”) and raised $11,500,000. See Note 4 – Public Offering and Private Placement. | |
Upon the closing of the Public Offering and the Private Placement, $177,075,000 was placed into a trust account (“Trust Account”). The proceeds placed into the Trust Account may be invested only in U.S. government treasury bills with a maturity of 180 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act of 1940, as amended, and that invest solely in U.S. Treasuries. The Trust Account is held at UBS Financial Services Inc., and maintained by Continental Stock Transfer & Trust Company, acting as trustee. Such proceeds will only be released to the Company upon the earlier of: (1) the consummation of a Business Combination and (2) a redemption to public shareholders prior to any voluntary winding-up in the event the Company does not consummate a Business Combination. | |
The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Public Offering (see Note 4), although substantially all of the net proceeds of the Public Offering are intended to be generally applied toward consummating a Business Combination. Furthermore, there is no assurance that the Company will be able to successfully affect a Business Combination. An amount equal to 102.6% of the gross proceeds of the Public Offering will be held in the Trust Account until the earlier of: (i) the consummation of a Business Combination or (ii) the distribution of the Trust Account as described below. | |
The Company, after signing a definitive agreement for the acquisition of one or more target businesses or assets, is not required to submit the transaction for stockholder approval, unless otherwise required by law (or Nasdaq) and may proceed with a Business Combination if it is approved by the board of directors. Only in the event that the Company is required or elects to seek stockholder approval in connection with a Business Combination, the Company will proceed with such Business Combination if a majority of the holders of outstanding shares of common stock that are voted vote in favor of the Business Combination. In connection with such a vote, the Company will provide our stockholders with the opportunity to redeem their Public Shares upon the consummation of our Business Combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including any amounts representing interest earned on the Trust Account, less any interest released to us for working capital purposes or the payment of taxes, divided by the number of then outstanding Public Shares, subject to the limitations described within the registration statement and any limitations (including but not limited to cash requirements) agreed to in connection with the negotiation of terms of a proposed Business Combination. These shares of common stock have been recorded at redemption value and classified as temporary equity, in accordance with FASB ASC 480 “Distinguishing Liabilities from Equity”. However, in no event will the Company redeem its Public Shares in an amount that would cause its net tangible assets to be less than $5,000,001. The initial stockholders have agreed, in the event the Company is required or elects to seek stockholder approval of its Business Combination, to vote its Founder Shares, placement shares and any Public Shares held, in favor of approving a Business Combination. | |
Our Sponsor, officers and directors have agreed that the Company will have only 16 months from the consummation of the Public Offering to consummate a Business Combination. However, if we anticipate that we may not be able to consummate a Business Combination within 16 months, we may extend the period of time to consummate a Business Combination twice, each by an additional four months, for an aggregate of eight additional months. In order to extend the time available for us to consummate a Business Combination, our Sponsor, or its affiliates or designees, would deposit an aggregate of $1.125 million (or approximately $0.065 per Public Share) for each four month extension into the Trust Account prior to the applicable deadline. In return, they would receive 112,500 extension units ($10.00 per unit), on the same terms as in the private placement that occurred simultaneously with the consummation of the Public Offering. An aggregate of 225,000 extension units could be issued in connection with the two extensions. Neither our Sponsor, nor any of its affiliates or designees, is obligated to purchase such units in order to extend the time for us to complete a Business Combination. If we are unable to consummate a Business Combination within the above time periods, we will (i) cease all operations except for the purposes of winding up of our affairs; (ii) distribute the aggregate amount then on deposit in the Trust Account, including a portion of the interest earned thereon which was not previously used for working capital, but net of any taxes, pro rata to our public stockholders by way of redemption of our Public Shares (which redemption would completely extinguish such holders’ rights as stockholders, including the right to receive further liquidation distributions, if any); and (iii) as promptly as possible following such redemption, dissolve and liquidate the balance of our net assets to our remaining stockholders, as part of our plan of dissolution and liquidation. The mandatory liquidation and subsequent dissolution raises substantial doubt about the Company’s ability to continue as a going concern. | |
The initial stockholders have agreed to waive their redemption rights with respect to the Founder Shares and Private Placement shares (i) in connection with the consummation of a Business Combination, (ii) if we fail to consummate a Business Combination within 16 months from the consummation of the Public Offering (or up to 24 months in case of extensions), (iii) in connection with an expired or unwithdrawn tender offer, and (iv) upon our liquidation prior to the expiration of the 16 month period. However, if our initial stockholders acquire Public Shares during or after the Public Offering, they will be entitled to redemption rights with respect to such Public Shares if we fail to consummate a Business Combination within the required time period. The underwriters have agreed to waive their rights to their deferred underwriting commission held in the Trust Account in the event we do not consummate a Business Combination within 16 months from the consummation of the Public Offering (or up to 24 months in case of extensions) and, in such event, such amounts will be included with the funds held in the Trust Account that will be available to fund the redemption of our 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 less than the initial public offering price per Unit. |
Summary_of_Significant_Account
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2014 | |
Summary of Significant Accounting Policies [Abstract] | ' |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ' |
3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |
Basis of presentation | |
The accompanying condensed interim financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). | |
Development stage company | |
The Company complies with the reporting requirements of FASB ASC 915, “Development Stage Entities”. At March 31, 2014, the Company has not commenced any operations nor generated revenue to date. All activity through March 31, 2014 relates to the Company’s formation and the Public Offering, and since August 14, 2013, the identification of potential target businesses and assets. The Company will not generate any operating revenues until after completion of a Business Combination, at the earliest. The Company has generated non-operating income in the form of interest income on the designated Trust Account. | |
Net loss per common share | |
The Company complies with accounting and disclosure requirements of FASB ASC 260, “Earnings Per Share”. Basic net loss per common share is computed by dividing net loss applicable to common stockholders by the weighted average number of common shares outstanding for the period. Diluted loss per common share is computed by dividing net loss by the weighted average number of common shares outstanding, plus to the extent dilutive, the incremental number of shares of common stock to settle warrants issued in the Public Offering and Private Placement, as calculated using the treasury stock method. For the periods presented, the effect of the warrants have not been considered in the diluted loss per common share because their effect would be anti-dilutive. As a result, diluted loss per common share is the same as basic loss per common share for the periods. | |
Offering costs | |
Offering costs related to the Public Offering, totaling $10,819,071 (including $5,175,000 of underwriting fees paid at closing and $5,175,000 of deferred underwriting compensation) through the balance sheet date have been charged to stockholders’ equity upon the completion of the Public Offering. | |
Redeemable common stock | |
All of the 17,250,000 common shares sold as part of the Units in the Public Offering contain a redemption feature which allows for the redemption of common shares under the Company's liquidation or tender offer/stockholder approval provisions. In accordance with FASB ASC 480 “Distinguishing Liabilities from Equity”, redemption provisions not solely within the control of the Company require the security to be classified outside of permanent equity. Ordinary liquidation events, which involve the redemption and liquidation of all of the entity's equity instruments, are excluded from the provisions of FASB ASC 480 “Distinguishing Liabilities from Equity”. Although the Company does not specify a maximum redemption threshold, its amended and restated certificate of incorporation provides that in no event will the Company redeem its Public Shares in an amount that would cause its net tangible assets (stockholders' equity) to be less than $5,000,001. | |
The Company recognizes changes in redemption value immediately as they occur and will adjust the carrying value of the security to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable common stock shall be affected by charges against accumulated deficit and in the absence of accumulated deficit, by charges against paid-in capital. | |
Accordingly, at March 31, 2014 and December 31, 2013, 16,000,081 and 16,344,282, respectively of the 17,250,000 Public Shares are classified outside of permanent equity at their redemption value. The redemption value is equal to the pro rata share of the aggregate amount then on deposit in the Trust Account, including interest but less taxes payable and amounts released for working capital (approximately $10.26 per share at March 31, 2014 and December 31, 2013). | |
Fair value of financial instruments | |
The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC 820, “Fair Value Measurements and Disclosures”, approximates the carrying amounts represented in the balance sheet, primarily due to their short-term nature. | |
Use of estimates | |
The preparation of condensed interim financial statements in conformity with 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 condensed interim financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. | |
Income taxes | |
The Company complies with the accounting and reporting requirements of FASB ASC 740, “Income Taxes”, which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. | |
FASB ASC 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. Based on its analysis, the Company has determined that it has not incurred any liability for unrecognized tax benefits as of March 31, 2014 and December 31, 2013. This policy also provides guidance on thresholds, measurements, de recognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition that is intended to provide better financial statement comparability among different entities. Management’s conclusions regarding this policy may be subject to review and adjustment at a later date based on factors including, but not limited to, on-going analysis of and changes to tax laws, regulations and interpretations thereof. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties at March 31, 2014 and December 31, 2013. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. | |
The Company may be subject to potential examination by U.S. federal, U.S. states or foreign jurisdiction authorities in the areas 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. | |
Concentration of credit risk | |
Financial instruments that potentially subject the Company to concentration of credit risk consist of cash accounts in a financial institution which, at times may exceed the Federal depository insurance coverage of $250,000. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. | |
Recently issued accounting standards | |
Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements. |
Public_Offering_and_Private_Pl
Public Offering and Private Placement | 3 Months Ended |
Mar. 31, 2014 | |
Public Offering and Private Placement [Abstract] | ' |
PUBLIC OFFERING AND PRIVATE PLACEMENT | ' |
4. PUBLIC OFFERING AND PRIVATE PLACEMENT | |
On August 14, 2013, the Company sold 17,250,000 units (including 2,250,000 units sold pursuant to the underwriters’ exercise in full of their over-allotment option) at $10.00 per unit (“Units”) in the Public Offering. Each Unit consists of one share of the Company’s common stock, $0.0001 par value, and one redeemable common stock purchase warrant. We did not register the shares of common stock issuable upon exercise of the warrants. However, we have agreed to use our best efforts to file and have an effective registration statement covering the shares of common stock issuable upon exercise of the warrants, to maintain a current prospectus relating to those shares of common stock until the earlier of the date the warrants expire or are redeemed and, the date on which all of the warrants have been exercised and to qualify the resale of such shares under state blue sky laws, to the extent an exemption is not available. Each warrant will entitle the holder to purchase one share of common stock at an exercise price of $12.00 and will become exercisable on the later of (a) 30 days after the consummation of a Business Combination, or (b) 12 months from the closing of the Public Offering. The warrants will expire at 5:00 p.m., New York time, five years after the consummation of a Business Combination or earlier upon redemption or liquidation. On the exercise of any warrant, the warrant exercise price will be paid directly to us and not placed in the Trust Account. The warrants will be redeemable by the Company at a price of $0.01 per warrant upon 30 days prior written notice after the warrants become exercisable, only in the event that the last sale price of the common stock equals or exceeds $18.00 per share for any 20 trading days within a 30-trading day period ending on the third business day prior to the date on which notice of redemption is given. As more fully described in Note 11 – Subsequent Events, on May 6, 2014, the Company commenced a tender offer to purchase up to 9,200,000 of its outstanding warrants at a purchase price of $0.75 per warrant, in cash, without interest, for an aggregate purchase price of up to $6,900,000. The purpose of the tender offer is to provide warrant holders that may not wish to retain their warrants following the proposed Jason Business Combination, the possibility of receiving cash for their warrants. | |
In connection with the Public Offering, the Sponsor purchased 1,150,000 placement units, each consisting of one share of common stock and one warrant to purchase one share of our common stock exercisable at $12.00, at a price of $10.00 per unit ($11.5 million in the aggregate) in a private placement that occurred simultaneously with the consummation of the Public Offering. The purchase price of the placement units was added to the proceeds from the Public Offering and is being held in the Trust Account. If we do not complete a Business Combination within 16 months from the consummation of the Public Offering (or up to 24 months in case of extensions), the proceeds from the sale of the placement units held in the Trust Account will be used to fund the redemption of our Public Shares (subject to the requirements of applicable law). There will be no redemption rights or liquidating distributions with respect to the placement shares or warrants, which will expire worthless. | |
The placement units, the extension units and the component securities contained therein will not be transferable, assignable or salable until 30 days after the consummation of a Business Combination and the placement warrants and the extension warrants will be non-redeemable so long as they are held by our Sponsor or its affiliates or designees. If the placement units or extension units are held by someone other than the initial holders, or their respective permitted transferees, the placement warrants or extension warrants will be redeemable by us and exercisable by such holders on the same basis as the warrants included in the Units sold in the Public Offering. The Company classified the private placement warrants within permanent equity as additional paid-in capital in accordance with FASB ASC 815-40 Derivatives and Hedging. |
Related_Party_Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2014 | |
Related Party Transactions [Abstract] | ' |
RELATED PARTY TRANSACTIONS | ' |
5. RELATED PARTY TRANSACTIONS | |
In order to finance transaction costs in connection with an intended Business Combination, our Sponsor or an affiliate of our Sponsor or certain of our officers and directors may, but are not obligated to, loan us funds as may be required. If we consummate a Business Combination, we would repay such loaned amounts. In the event that the Business Combination does not close, we may use a portion of the working capital held outside the Trust Account to repay such loaned amounts but no proceeds from our Trust Account would be used for such repayment, other than the interest income earned thereon. Up to $750,000 of such loans may be convertible into warrants of the post business combination entity at a price of $0.75 per warrant at the option of the lender. The warrants would be identical to the placement warrants. | |
On March 14, 2014, our board of directors approved, in accordance with our amended and restated certificate of incorporation, any future advances by Quinpario Partners LLC, our Sponsor’s managing member, or one or more of its affiliates to the Company in order to finance transaction costs associated with any Business Combination, including the Jason Business Combination. As of March 31, 2014, we owed Quinpario Partners LLC $344,149 in transaction costs associated with the exploration of potential Business Combinations not related to the Jason Business Combination. On May 12, 2014, the Company issued an unsecured promissory note of up to $2,500,000, inclusive of the $344,149 previously advanced to the Company, to Quinpario Partners LLC. The promissory note is non-interest bearing and payable in full at the earlier of (i) December 31, 2014 or (ii) the consummation of a Business Combination. | |
After the Jason Business Combination, members of our management team who remain with us may be paid consulting, management or other fees from the Company. At this time, the amount of such compensation is not known. Our board of directors will determine such executive and director compensation after the consummation of the Jason Business Combination, if applicable. | |
On June 14, 2013, the Company issued an unsecured promissory note of up to $250,000 to Quinpario Partners LLC. The loans issued under this agreement were non-interest bearing and payable in full at the earlier of (i) December 31, 2013 or (ii) the closing of the Public Offering. All outstanding draws against the promissory note in the aggregate amount of $232,139 were repaid at the closing of the Public Offering. | |
The Company has reimbursed Quinpario Partners LLC $123,915 for expenses incurred on behalf of the Company for travel costs and other administrative expenses since inception. | |
On May 31, 2013, the Company issued 6,208,333 shares of common stock to the Sponsor (the “Founder Shares”) for an aggregate purchase price of $25,000. These shares include up to 75,000 shares of common stock which are subject to forfeiture in the event that the extension units are not purchased (or 37,500 Founder Shares per extension), so that the Sponsor and its permitted transferees will own 25% of the Company’s issued and outstanding common stock after the Public Offering. | |
The Founder Shares are identical to the shares of common stock included in the Units sold in the Public Offering, except that (1) the Founder Shares are subject to certain transfer restrictions, as described in more detail below, and (2) our initial stockholders have agreed: (i) to waive their redemption rights with respect to their Founder Shares, placement shares and Public Shares in connection with the consummation of a Business Combination and (ii) to waive their redemption rights with respect to their Founder Shares and placement shares if we fail to consummate a Business Combination within 16 months from the consummation of the Public Offering (or up to 24 months in case of extensions). However, our initial stockholders will be entitled to redemption rights with respect to any Public Shares held if we fail to consummate a Business Combination within such time period. If we submit our Business Combination to our public stockholders for a vote, our initial stockholders have agreed to vote their Founder Shares, placement shares and any Public Shares held in favor of our Business Combination. | |
The initial stockholders have agreed not to transfer, assign or sell any of their Founder Shares (except to permitted transferees) until (i) with respect to 20% of such shares, upon consummation of a Business Combination, (ii) with respect to 20% of such shares, when the closing price of our common stock exceeds $12.00 for any 20 trading days within a 30-trading day period following the consummation of our initial business combination, (iii) with respect to 20% of such shares, when the closing price of our common stock exceeds $13.50 for any 20 trading days within a 30-trading day period following the consummation of our initial business combination, (iv) with respect to 20% of such shares, when the closing price of our common stock exceeds $15.00 for any 20 trading days within a 30-trading day period following the consummation of our initial business combination and (v) with respect to 20% of such shares, when the closing price of our common stock exceeds $17.00 for any 20 trading days within a 30-trading day period following the consummation of our initial business combination or earlier, in any case, if, following a Business Combination, we engage in a subsequent transaction (1) resulting in our stockholders having the right to exchange their shares for cash or other securities or (2) involving a consolidation, merger or other change in the majority of our board of directors or management team in which the company is the surviving entity. | |
The initial stockholders will be entitled to registration rights pursuant to a registration rights agreement entered into in connection with the Public Offering. The initial stockholders will be entitled to demand registration rights and certain “piggy-back” registration rights with respect to their shares of common stock, the warrants and the common shares underlying the warrants, commencing on the date such common stock or warrants are released from applicable lockup periods, as described above. The Company will bear the expenses incurred in connection with the filing of any such registration statements. | |
Commencing on August 9, 2013, the date that our securities were first listed on NASDAQ, the Company agreed to pay Quinpario Partners LLC a total of $10,000 per month for office space, administrative services and secretarial support. Upon consummation of our Business Combination or our liquidation, we will cease paying these monthly fees. Under this agreement, the Company has incurred $30,000 for the three months ended March 31, 2014 and $80,000 for the period from May 31, 2013 (inception) to March 31, 2014. | |
Commitments_Contingencies
Commitments & Contingencies | 3 Months Ended |
Mar. 31, 2014 | |
Commitments & Contingencies [Abstract] | ' |
COMMITMENTS & CONTINGENCIES | ' |
6. COMMITMENTS & CONTINGENCIES | |
The Company paid an underwriting discount of three percent (3.0%) of the public unit offering price to the underwriters at the closing of the Public Offering. In addition, the underwriters will be entitled to a deferred fee of three percent (3.0%) of the Public Offering payable in cash upon the closing of a Business Combination, which is reflected in the accompanying balance sheets. The underwriters will not be entitled to any interest accrued on the deferred discount. |
Trust_Account
Trust Account | 3 Months Ended | ||||||||||||
Mar. 31, 2014 | |||||||||||||
Trust Account [Abstract] | ' | ||||||||||||
TRUST ACCOUNT | ' | ||||||||||||
7. TRUST ACCOUNT | |||||||||||||
Upon the closing of the Public Offering and the Private Placement of the placement units, a total of $177,075,000 was placed in the Trust Account. All proceeds in the Trust Account may be invested in either U.S. government treasury bills with a maturity of 180 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act of 1940, as amended, and that invest solely in U.S. Treasuries. | |||||||||||||
As of March 31, 2014 and December 31, 2013, the trust proceeds are invested directly in U.S. government securities with a maturity of 180 days or less, which consist of $177,110,472 and $177,096,391, respectively in U.S. Treasury Bills and $933 and $649, respectively of cash equivalents. The Company classifies its U.S. Treasury and equivalent securities as held-to-maturity in accordance with FASB ASC 320, “Investments – Debt and Equity Securities”. Held-to-maturity securities are those securities which the Company has the ability and intent to hold until maturity. Held-to-maturity treasury securities are recorded at amortized cost on the accompanying balance sheets and adjusted for the amortization or accretion of premiums or discounts. The carrying amount, gross unrealized holding gains and fair value of held-to-maturity securities at March 31, 2014 and December 31, 2013 are as follows: | |||||||||||||
Unrealized | |||||||||||||
Carrying | Holding | Fair | |||||||||||
Amount | Gain | Value | |||||||||||
Held-to-maturity | |||||||||||||
U.S. Treasury Securities – March 31, 2014 | $ | 177,110,472 | $ | 2,214 | $ | 177,112,686 | |||||||
Unrealized | |||||||||||||
Carrying | Holding | Fair | |||||||||||
Amount | Gain | Value | |||||||||||
Held-to-maturity | |||||||||||||
U.S. Treasury Securities – December 31, 2013 | $ | 177,096,391 | $ | 3,296 | $ | 177,099,687 | |||||||
Fair_Value_Measurement
Fair Value Measurement | 3 Months Ended | ||||||||||||||
Mar. 31, 2014 | |||||||||||||||
Fair Value Measurement [Abstract] | ' | ||||||||||||||
FAIR VALUE MEASUREMENT | ' | ||||||||||||||
8. FAIR VALUE MEASUREMENT | |||||||||||||||
The Company complies with FASB ASC 820, Fair Value Measurements, for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually. | |||||||||||||||
Cash Equivalents and Investments Held in Trust Account | |||||||||||||||
The fair values of the Company’s U.S. Treasury Bills and cash equivalents held in the Trust Account are determined through market, observable and corroborated sources. | |||||||||||||||
The following table presents information about the Company’s assets that are measured at fair value on a recurring basis as of March 31, 2014 and December 31, 2013, and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value. In general, fair values determined by Level 1 inputs utilize quoted prices (unadjusted) in active markets for identical assets or liabilities. Fair values determined by Level 2 inputs utilize data points that are observable such as quoted prices, interest rates and yield curves. Fair values determined by Level 3 inputs are unobservable data points for the asset or liability, and includes situations where there is little, if any, market activity for the asset or liability: | |||||||||||||||
Fair Value of Financial Assets as of March 31, 2014 | |||||||||||||||
Description | Balances, at | Quoted Prices in | Significant Other | Significant | |||||||||||
March 31, | Active Markets | Observable | Unobservable | ||||||||||||
2014 | (Level 1) | Inputs | Inputs | ||||||||||||
(Level 2) | (Level 3) | ||||||||||||||
Assets: | |||||||||||||||
U.S. Treasury Securities held in Trust | $ | 177,112,686 | $ | 177,112,686 | – | – | |||||||||
Total | $ | 177,112,686 | $ | 177,112,686 | – | – | |||||||||
Fair Value of Financial Assets as of December 31, 2013 | |||||||||||||||
Description | Balances, at | Quoted Prices in | Significant Other | Significant | |||||||||||
December 31, | Active Markets | Observable | Unobservable | ||||||||||||
2013 | (Level 1) | Inputs | Inputs | ||||||||||||
(Level 2) | (Level 3) | ||||||||||||||
Assets: | |||||||||||||||
U.S. Treasury Securities held in Trust | $ | 177,099,687 | $ | 177,099,687 | – | – | |||||||||
Total | $ | 177,099,687 | $ | 177,099,687 | – | – |
Stockholders_Equity
Stockholder's Equity | 3 Months Ended |
Mar. 31, 2014 | |
Stockholders' Equity [Abstract] | ' |
STOCKHOLDERS' EQUITY | ' |
9. STOCKHOLDERS’ EQUITY | |
Common Stock — The Company is authorized to issue 43,000,000 shares of common stock with a par value of $0.0001 per share. Holders of the Company’s common stock are entitled to one vote for each common share. At March 31, 2014 and December 31, 2013, there were 8,608,252 and 8,264,051 common shares outstanding, which excludes 16,000,081 and 16,344,282 shares of common stock subject to possible redemption, respectively. | |
Preferred Stock — The Company is authorized to issue 1,000,000 shares of preferred stock in one or more series with such designations, voting and other rights and preferences as may be determined from time to time by the Board of Directors. At March 31, 2014 and December 31, 2013, the Company has not issued any preferred shares. |
Proposed_Business_Combination
Proposed Business Combination | 3 Months Ended |
Mar. 31, 2014 | |
Proposed Business Combination [Abstract] | ' |
PROPOSED BUSINESS COMBINATION | ' |
10. PROPOSED BUSINESS COMBINATION | |
On March 16, 2014, we entered into the Purchase Agreement with Quinpario Sub, Jason and Seller pursuant to which, among other things and subject to the terms and conditions contained in the Purchase Agreement, we will effect an acquisition of Jason whereby Quinpario Sub will acquire all shares of common stock of Jason then outstanding from certain members of Seller and current and former management of Jason (collectively, with each other member of Seller and/or current and former management of Jason who after the date of the Purchase Agreement executes and delivers a commitment to effect the rollover, the “Rollover Participants”) and Seller. | |
As of the date of the Purchase Agreement, Seller owned all of the issued and outstanding capital stock of Jason, comprised solely of shares of Jason common stock. At the signing, certain of the Rollover Participants entered into binding commitments to effect, at the closing of the Jason Business Combination, the acquisition of Quinpario Sub shares through a contribution of shares of Jason common stock (of equal value held by them as of such time) to Quinpario Sub (the “rollover”). To facilitate the rollover, Seller has agreed that, immediately prior to the consummation of the Jason Business Combination, Seller shall distribute in-kind to each Rollover Participant (in exchange for the redemption of certain of each such person’s equity interests in Seller) a number of shares of Jason common stock equal in value to the aggregate amount committed by such person to be contributed to Quinpario Sub in connection with the rollover. | |
Pursuant to the terms of the Purchase Agreement, the purchase price of the Jason Business Combination is $538.65 million (the “Purchase Price”), subject to certain customary adjustments and escrow requirements in accordance with the terms of the Purchase Agreement. The consideration to be paid to the Rollover Participants and Seller for their respective shares of Jason common stock will be funded by a combination of the Cash Consideration and at least $35.0 million in common equity issued by Quinpario Sub in exchange for the rollover, subject to customary adjustments (including a working capital adjustment using a target working capital of $80.0 million) and escrow requirements as set forth in the Purchase Agreement. Quinpario intends to pay a portion of the Cash Consideration using proceeds held in the Trust Account maintained for the benefit of the Company’s public stockholders, if any, after giving effect to the exercise by Quinpario public stockholders of their redemption rights described below. The remainder of the Cash Consideration will be paid from the proceeds of our Debt Financing (as described below) and the anticipated proceeds from the sale of preferred stock in a private placement (the “PIPE Investment”), as more fully described in Note 11 – Subsequent Events. We have obtained a commitment letter from a syndicate of lenders to provide debt financing to Jason in the aggregate amount of approximately $460.0 million (the “Debt Financing”). Additionally, we have received commitments from certain investors pursuant to which they have collectively agreed to purchase shares of Quinpario common stock through open market or privately negotiated transactions, a private placement or a combination thereof, in order to ensure sufficient funds to consummate the Jason Business Combination (the “Backstop Commitment”). A portion of the proceeds from our Debt Financing will also be used to pay certain of Jason’s existing indebtedness. To the extent not utilized to consummate the Jason Business Combination, the proceeds from the Trust Account, Debt Financing, PIPE Investment and Backstop Commitment will be used for general corporate purposes, including, but not limited to, working capital for operations, capital expenditures and future acquisitions. | |
As promptly as practicable after the date of the Purchase Agreement described herein, Quinpario has agreed to provide its public stockholders with the opportunity to redeem shares of Quinpario common stock in conjunction with a stockholder vote on the transactions contemplated by the Purchase Agreement. Quinpario has further agreed (i) not to terminate or withdraw such redemption rights other than in connection with a valid termination of the Purchase Agreement and (ii) extend such period for public stockholders to exercise their redemption rights for any period required by any rule, regulation, interpretation or position of the SEC or NASDAQ. Unless waived by the Company, it is a condition to closing under the Purchase Agreement that at least $115.0 million remain in our Trust Account at the closing of the Jason Business Combination. Each redemption of shares of our common stock by our public stockholders will decrease the amount in our Trust Account, which holds approximately $177.1 million as of March 31, 2014. If, however, redemptions by our public stockholders cause us to have less than $115.0 million in our Trust Account at the closing of the Jason Business Combination, certain of the Rollover Participants will have the option (but not the obligation) to contribute in connection with the rollover an additional aggregate amount of their current equity in Jason to Quinpario Sub equal to the shortfall between the cash then in the Trust Account and $115.0 million. In no event, however, will we redeem public shares in an amount that would cause our net tangible assets to be less than $5,000,001. | |
Subsequent_Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2014 | |
Subsequent Events [Abstract] | ' |
SUBSEQUENT EVENTS | ' |
11. SUBSEQUENT EVENTS | |
Management has approved the condensed interim financial statements and performed an evaluation of subsequent events through May 15, 2014, the date the condensed interim financial statements were available for issuance, noting only the following items which require disclosure. | |
On May 6, 2014, the Company commenced a tender offer to purchase up to 9,200,000 of its outstanding warrants at a purchase price of $0.75 per warrant, in cash, without interest, for an aggregate purchase price of up to $6,900,000. The purpose of the tender offer is to provide warrant holders that may not wish to retain their warrants following the proposed Jason Business Combination, the possibility of receiving cash for their warrants. The tender offer is not conditioned on any financing or on any minimum number of warrants being tendered. However, the tender offer is subject to certain other conditions, including the acquisition of Jason. If the Purchase Agreement is terminated for any reason, or the tender offer would be reasonably likely to impair or delay the closing of the acquisition of Jason or the ability of the Company or its wholly-owned subsidiary to obtain any portion of the Debt Financing, the Company will terminate the tender offer. | |
On May 9, 2014, the Company executed a Backstop and Subscription Agreement with the investors named therein providing for the issuance by the Company of 45,000 shares of 8.0% Series A Convertible Perpetual Preferred Stock in a private placement (subject to certain conditions, including the closing of the Jason Business Combination) for gross proceeds to the Company of approximately $45 million. Each share of 8.0% Series A Convertible Perpetual Preferred Stock will be convertible, at the holder’s option at any time, initially into approximately 81.18 shares of the Company’s common stock (which is equivalent to an initial conversion price of approximately $12.32 per share), subject to specified adjustments as set forth in the Certificate of Designations. Based on the initial conversion rate, approximately 3,653,113 shares of the Company’s common stock would be issuable upon conversion of all 45,000 shares of Series A Convertible Perpetual Preferred Stock, when issued, assuming the absence of in-kind dividends. | |
Also pursuant to the Backstop and Subscription Agreement, investors have agreed to collectively purchase up to $17.5 million worth of shares of common stock of the Company at a purchase price of up to $10.255 per share through open market purchases, privately negotiated transactions, a private placement (subject to certain conditions, including the closing of the Jason Business Combination) or a combination thereof. The Backstop and Subscription Agreement has an effective date as of May 14, 2014. | |
The Company also entered into a Registration Rights Agreement, providing for the registration of any such private placement stock (including the common stock into which the 8.0% Series A Convertible Perpetual Preferred Stock may be converted). | |
The 8.0% Series A Convertible Perpetual Preferred Stock and the common stock issuable pursuant to the Backstop and Subscription Agreement are to be offered and sold pursuant to an exemption from the registration requirements of the Securities Act. Such common stock, preferred stock and the shares of the Company’s common stock into which the preferred stock is convertible have not been registered under the Securities Act, or any state securities laws, and unless so registered, may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws. The foregoing does not constitute an offer to sell or the solicitation of an offer to buy any security and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offering, solicitation or sale would be unlawful. The foregoing is being disclosed in accordance with Rule 135c under the Securities Act. |
Summary_of_Significant_Account1
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2014 | |
Summary of Significant Accounting Policies [Abstract] | ' |
Basis of presentation | ' |
Basis of presentation | |
The accompanying condensed interim financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). | |
Development stage company | ' |
Development stage company | |
The Company complies with the reporting requirements of FASB ASC 915, “Development Stage Entities”. At March 31, 2014, the Company has not commenced any operations nor generated revenue to date. All activity through March 31, 2014 relates to the Company’s formation and the Public Offering, and since August 14, 2013, the identification of potential target businesses and assets. The Company will not generate any operating revenues until after completion of a Business Combination, at the earliest. The Company has generated non-operating income in the form of interest income on the designated Trust Account. | |
Net loss per common share | ' |
Net loss per common share | |
The Company complies with accounting and disclosure requirements of FASB ASC 260, “Earnings Per Share”. Basic net loss per common share is computed by dividing net loss applicable to common stockholders by the weighted average number of common shares outstanding for the period. Diluted loss per common share is computed by dividing net loss by the weighted average number of common shares outstanding, plus to the extent dilutive, the incremental number of shares of common stock to settle warrants issued in the Public Offering and Private Placement, as calculated using the treasury stock method. For the periods presented, the effect of the warrants have not been considered in the diluted loss per common share because their effect would be anti-dilutive. As a result, diluted loss per common share is the same as basic loss per common share for the periods. | |
Offering costs | ' |
Offering costs | |
Offering costs related to the Public Offering, totaling $10,819,071 (including $5,175,000 of underwriting fees paid at closing and $5,175,000 of deferred underwriting compensation) through the balance sheet date have been charged to stockholders’ equity upon the completion of the Public Offering. | |
Redeemable common stock | ' |
Redeemable common stock | |
All of the 17,250,000 common shares sold as part of the Units in the Public Offering contain a redemption feature which allows for the redemption of common shares under the Company's liquidation or tender offer/stockholder approval provisions. In accordance with FASB ASC 480 “Distinguishing Liabilities from Equity”, redemption provisions not solely within the control of the Company require the security to be classified outside of permanent equity. Ordinary liquidation events, which involve the redemption and liquidation of all of the entity's equity instruments, are excluded from the provisions of FASB ASC 480 “Distinguishing Liabilities from Equity”. Although the Company does not specify a maximum redemption threshold, its amended and restated certificate of incorporation provides that in no event will the Company redeem its Public Shares in an amount that would cause its net tangible assets (stockholders' equity) to be less than $5,000,001. | |
The Company recognizes changes in redemption value immediately as they occur and will adjust the carrying value of the security to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable common stock shall be affected by charges against accumulated deficit and in the absence of accumulated deficit, by charges against paid-in capital. | |
Accordingly, at March 31, 2014 and December 31, 2013, 16,000,081 and 16,344,282, respectively of the 17,250,000 Public Shares are classified outside of permanent equity at their redemption value. The redemption value is equal to the pro rata share of the aggregate amount then on deposit in the Trust Account, including interest but less taxes payable and amounts released for working capital (approximately $10.26 per share at March 31, 2014 and December 31, 2013). | |
Fair value of financial instruments | ' |
Fair value of financial instruments | |
The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC 820, “Fair Value Measurements and Disclosures”, approximates the carrying amounts represented in the balance sheet, primarily due to their short-term nature. | |
Use of estimates | ' |
Use of estimates | |
The preparation of condensed interim financial statements in conformity with 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 condensed interim financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. | |
Income taxes | ' |
Income taxes | |
The Company complies with the accounting and reporting requirements of FASB ASC 740, “Income Taxes”, which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. | |
FASB ASC 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. Based on its analysis, the Company has determined that it has not incurred any liability for unrecognized tax benefits as of March 31, 2014 and December 31, 2013. This policy also provides guidance on thresholds, measurements, de recognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition that is intended to provide better financial statement comparability among different entities. Management’s conclusions regarding this policy may be subject to review and adjustment at a later date based on factors including, but not limited to, on-going analysis of and changes to tax laws, regulations and interpretations thereof. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties at March 31, 2014 and December 31, 2013. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. | |
The Company may be subject to potential examination by U.S. federal, U.S. states or foreign jurisdiction authorities in the areas 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. | |
Concentration of credit risk | ' |
Concentration of credit risk | |
Financial instruments that potentially subject the Company to concentration of credit risk consist of cash accounts in a financial institution which, at times may exceed the Federal depository insurance coverage of $250,000. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. | |
Recently issued accounting standards | ' |
Recently issued accounting standards | |
Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements. |
Trust_account_Tables
Trust account (Tables) | 3 Months Ended | ||||||||||||
Mar. 31, 2014 | |||||||||||||
Trust Account [Abstract] | ' | ||||||||||||
Schedule of carrying amount, gross unrealized holding gains and fair value of held-to-maturity securities | ' | ||||||||||||
Unrealized | |||||||||||||
Carrying | Holding | Fair | |||||||||||
Amount | Gain | Value | |||||||||||
Held-to-maturity | |||||||||||||
U.S. Treasury Securities – March 31, 2014 | $ | 177,110,472 | $ | 2,214 | $ | 177,112,686 | |||||||
Unrealized | |||||||||||||
Carrying | Holding | Fair | |||||||||||
Amount | Gain | Value | |||||||||||
Held-to-maturity | |||||||||||||
U.S. Treasury Securities – December 31, 2013 | $ | 177,096,391 | $ | 3,296 | $ | 177,099,687 | |||||||
Fair_Value_Measurement_Tables
Fair Value Measurement (Tables) | 3 Months Ended | ||||||||||||||
Mar. 31, 2014 | |||||||||||||||
Fair Value Measurement [Abstract] | ' | ||||||||||||||
Summary fair value of financial assets | ' | ||||||||||||||
Fair Value of Financial Assets as of March 31, 2014 | |||||||||||||||
Description | Balances, at | Quoted Prices in | Significant Other | Significant | |||||||||||
March 31, | Active Markets | Observable | Unobservable | ||||||||||||
2014 | (Level 1) | Inputs | Inputs | ||||||||||||
(Level 2) | (Level 3) | ||||||||||||||
Assets: | |||||||||||||||
U.S. Treasury Securities held in Trust | $ | 177,112,686 | $ | 177,112,686 | – | – | |||||||||
Total | $ | 177,112,686 | $ | 177,112,686 | – | – | |||||||||
Fair Value of Financial Assets as of December 31, 2013 | |||||||||||||||
Description | Balances, at | Quoted Prices in | Significant Other | Significant | |||||||||||
December 31, | Active Markets | Observable | Unobservable | ||||||||||||
2013 | (Level 1) | Inputs | Inputs | ||||||||||||
(Level 2) | (Level 3) | ||||||||||||||
Assets: | |||||||||||||||
U.S. Treasury Securities held in Trust | $ | 177,099,687 | $ | 177,099,687 | – | – | |||||||||
Total | $ | 177,099,687 | $ | 177,099,687 | – | – |
Description_of_Organization_an1
Description of Organization and Business Operations (Details) (USD $) | 3 Months Ended | 7 Months Ended | 10 Months Ended |
Mar. 31, 2014 | Dec. 31, 2013 | Mar. 31, 2014 | |
Description Of Organization And Business Operations Textual | ' | ' | ' |
Capital account, sale of units | ' | $172,500,000 | ' |
Deferred underwriters' compensation | ' | ' | 5,175,000 |
Sale of placement per units | $10 | ' | ' |
Sale of placement units value to stockholder | ' | 11,500,000 | ' |
Public Offering and the Private Placement of the placement units | 177,075,000 | ' | ' |
Securities maturity period | '180 days | ' | ' |
Gross proceeds percentage of public offering | 102.60% | ' | ' |
Net tangible assets | 5,000,001 | ' | 5,000,001 |
Extension deposits | 1,125,000 | ' | 1,125,000 |
Extension deposit per share value | $0.07 | ' | $0.07 |
Business combination extension period | '4 months | ' | ' |
Business combination shares description | 'In return, they would receive 112,500 extension units ($10.00 per unit), on the same terms as in the private placement that occurred simultaneously with the consummation of the Public Offering. An aggregate of 225,000 extension units could be issued in connection with the two extensions. | ' | ' |
Initial offering period description | 'The initial stockholders have agreed to waive their redemption rights with respect to the Founder Shares and Private Placement shares (i) in connection with the consummation of a Business Combination, (ii) if we fail to consummate our Business Combination within 16 months from the consummation of the Public Offering (or up to 24 months in case of extensions), (iii) in connection with an expired or unwithdrawn tender offer, and (iv) upon our liquidation prior to the expiration of the 16 month period. | ' | ' |
Over-Allotment Option [Member] | ' | ' | ' |
Description Of Organization And Business Operations Textual | ' | ' | ' |
Proposed offering, Units | 17,250,000 | ' | ' |
Underwriters' exercise Shares | 2,250,000 | ' | ' |
Sale of per units | $10 | ' | ' |
Capital account, sale of units | 172,500,000 | ' | ' |
Underwriters exercise value | 22,500,000 | ' | ' |
Deferred underwriters' compensation | $5,175,000 | ' | ' |
Summary_of_Significant_Account2
Summary of Significant Accounting Policies (Details) (USD $) | 3 Months Ended | 10 Months Ended | 3 Months Ended | 7 Months Ended | |
Mar. 31, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Mar. 31, 2014 | Dec. 31, 2013 | |
Common Stock [Member] | Common Stock [Member] | ||||
Summary Of Significant Accounting Policies Textual [Abstract] | ' | ' | ' | ' | ' |
Public Offering Costs | $10,819,071 | ' | ' | ' | ' |
Deferred Underwriters Fee | 5,175,000 | 5,175,000 | 5,175,000 | ' | ' |
Deferred Underwriters Compensation | ' | 5,175,000 | ' | ' | ' |
Partners' Capital Account, Units, Sale of Units | ' | ' | ' | ' | 17,250,000 |
Tangible Assets Net | 5,000,001 | 5,000,001 | ' | 5,000,001 | ' |
Common Stock Possible Redemption Shares | 16,000,081 | 16,000,081 | 16,344,282 | 16,000,081 | 16,344,282 |
Redemption Value Per Share | ' | ' | ' | $10.26 | ' |
Unrecognized tax benefits description | 'The total amount of unrecognized tax benefits will materially change over the next twelve months | ' | ' | ' | ' |
Federal depository insurance coverage | $250,000 | ' | ' | ' | ' |
Public_Offering_and_Private_Pl1
Public Offering and Private Placement (Details) (USD $) | 3 Months Ended | 0 Months Ended | 3 Months Ended | ||
Mar. 31, 2014 | Dec. 31, 2013 | 6-May-14 | Mar. 31, 2014 | Aug. 14, 2013 | |
Subsequent Event [Member] | Private Placement [Member] | Private Placement [Member] | |||
Public Offering And Private Placement Textual | ' | ' | ' | ' | ' |
Proposed offering, Units | ' | ' | ' | 17,250,000 | ' |
Underwriters' exercise Shares | ' | ' | ' | 2,250,000 | ' |
Proposed offering per unit | ' | ' | ' | $10 | ' |
Common stock, par value | $0.00 | $0.00 | ' | $0.00 | $10 |
Stock issued during period shares issued for cash details | 'Each warrant will entitle the holder to purchase one share of common stock at an exercise price of $12.00 and will become exercisable on the later of (a) 30 days after the consummation of our Business Combination, or (b) 12 months from the closing of the Public Offering. The warrants will expire at 5:00 p.m., New York time, five years after the consummation of our Business Combination or earlier upon redemption or liquidation. On the exercise of any warrant, the warrant exercise price will be paid directly to us and not placed in the Trust Account. The warrants will be redeemable by the Company at a price of $0.01 per warrant upon 30 days prior written notice after the warrants become exercisable, only in the event that the last sale price of the common stock equals or exceeds $18.00 per share for any 20 trading days within a 30-trading day period ending on the third business day prior to the date on which notice of redemption is given. | ' | ' | ' | ' |
Proposed offer in private placement, details | '(i) with respect to 20% of such shares, upon consummation of our initial business combination, (ii) with respect to 20% of such shares, when the closing price of our common stock exceeds $12.00 for any 20 trading days within a 30-trading day period following the consummation of our initial business combination, (iii) with respect to 20% of such shares, when the closing price of our common stock exceeds $13.50 for any 20 trading days within a 30-trading day period following the consummation of our initial business combination, (iv) with respect to 20% of such shares, when the closing price of our common stock exceeds $15.00 for any 20 trading days within a 30-trading day period following the consummation of our initial business combination and (v) with respect to 20% of such shares, when the closing price of our common stock exceeds $17.00 for any 20 trading days within a 30-trading day period following the consummation of our initial business combination or earlier | ' | ' | 'In connection with the Public Offering, the Sponsor purchased 1,150,000 placement units, each consisting of one share of common stock and one warrant to purchase one share of our common stock exercisable at $12.00, at a price of $10.00 per unit ($11.5 million in the aggregate) in a private placement that occurred simultaneously with the consummation of the Public Offering. | ' |
Maximum purchase of outstanding warrants | ' | ' | 9,200,000 | ' | ' |
Purchase price of outstanding warrants | ' | ' | $0.75 | ' | ' |
Proceeds from issuance of warrants at offering | ' | ' | $6,900,000 | ' | ' |
Related_Party_Transactions_Det
Related Party Transactions (Details) (USD $) | 1 Months Ended | 3 Months Ended | 10 Months Ended | 1 Months Ended | 0 Months Ended | 3 Months Ended | ||
31-May-13 | Mar. 31, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | 31-May-13 | Jun. 14, 2013 | Mar. 31, 2014 | 12-May-14 | |
Board of Directors Chairman [Member] | Quinpario Partners LLC [Member] | Quinpario Partners LLC [Member] | Quinpario Partners LLC [Member] | |||||
Loans convertible into Warrants | ' | $750,000 | ' | ' | ' | ' | ' | ' |
Price per warrants | ' | 0.75 | 0.75 | ' | ' | ' | ' | ' |
Unsecured promissory notes | ' | ' | ' | ' | ' | 250,000 | ' | 2,500,000 |
Operating expenses and costs pertaining to promissory note | ' | ' | ' | ' | ' | 232,139 | ' | ' |
General and Administrative Expense | ' | 3,545,867 | 4,081,494 | ' | ' | ' | 123,915 | ' |
Common stock issued to Founder, shares | ' | 8,608,252 | 8,608,252 | 8,264,051 | 6,208,333 | ' | ' | ' |
Aggregate purchase price | ' | ' | ' | ' | 25,000 | ' | ' | ' |
Common stock subject to forfeiture | ' | ' | ' | ' | 75,000 | ' | ' | ' |
Founder shares per extension | ' | ' | ' | ' | 37,500 | ' | ' | ' |
Founder percentage on common stock | ' | ' | ' | ' | 25.00% | ' | ' | ' |
sale of stock, description of transaction | ' | '(i) with respect to 20% of such shares, upon consummation of our initial business combination, (ii) with respect to 20% of such shares, when the closing price of our common stock exceeds $12.00 for any 20 trading days within a 30-trading day period following the consummation of our initial business combination, (iii) with respect to 20% of such shares, when the closing price of our common stock exceeds $13.50 for any 20 trading days within a 30-trading day period following the consummation of our initial business combination, (iv) with respect to 20% of such shares, when the closing price of our common stock exceeds $15.00 for any 20 trading days within a 30-trading day period following the consummation of our initial business combination and (v) with respect to 20% of such shares, when the closing price of our common stock exceeds $17.00 for any 20 trading days within a 30-trading day period following the consummation of our initial business combination or earlier | ' | ' | ' | ' | ' | ' |
Office space and administrative expenses per month | 10,000 | 30,000 | 80,000 | ' | ' | ' | ' | ' |
Advances from affiliate | ' | $344,149 | $344,149 | ' | ' | ' | ' | ' |
Commitments_and_Contingencies_
Commitments and Contingencies (Details) | 3 Months Ended |
Mar. 31, 2014 | |
Commitments And Contingencies Textual | ' |
Under writing discount percentage | -3.00% |
Deferred fee of percentage | -3.00% |
Trust_account_Details
Trust account (Details) (USD $) | 3 Months Ended | 7 Months Ended |
Mar. 31, 2014 | Dec. 31, 2013 | |
Schedule of held-to-maturity securities | ' | ' |
Carrying Amount | $177,110,472 | $177,096,391 |
US Treasury Securities [Member] | ' | ' |
Schedule of held-to-maturity securities | ' | ' |
Carrying Amount | 177,110,472 | 177,096,391 |
Unrealized Holding Gain | 2,214 | 3,296 |
Fair Value | $177,112,686 | $177,099,687 |
Trust_account_Details_Textual
Trust account (Details Textual) (USD $) | 3 Months Ended | |
Mar. 31, 2014 | Dec. 31, 2013 | |
Trust Account [Abstract] | ' | ' |
Public Offering and the Private Placement of the placement units | $177,075,000 | ' |
Securities maturity period | '180 days | ' |
Carrying Amount | 177,110,472 | 177,096,391 |
Cash equivalents | $933 | $649 |
Fair_Value_Measurement_Details
Fair Value Measurement (Details) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
Assets: | ' | ' |
Total | $177,112,686 | $177,099,687 |
U.S. Treasury Securities held in Trust [Member] | ' | ' |
Assets: | ' | ' |
Total | 177,112,686 | 177,099,687 |
Quoted Prices in Active Markets (Level 1) [Member] | ' | ' |
Assets: | ' | ' |
Total | 177,112,686 | 177,099,687 |
Quoted Prices in Active Markets (Level 1) [Member] | U.S. Treasury Securities held in Trust [Member] | ' | ' |
Assets: | ' | ' |
Total | 177,112,686 | 177,099,687 |
Significant Other Observable Inputs (Level 2) [Member] | ' | ' |
Assets: | ' | ' |
Total | ' | ' |
Significant Other Observable Inputs (Level 2) [Member] | U.S. Treasury Securities held in Trust [Member] | ' | ' |
Assets: | ' | ' |
Total | ' | ' |
Significant Other Observable Inputs (Level 3) [Member] | ' | ' |
Assets: | ' | ' |
Total | ' | ' |
Significant Other Observable Inputs (Level 3) [Member] | U.S. Treasury Securities held in Trust [Member] | ' | ' |
Assets: | ' | ' |
Total | ' | ' |
Stockholders_Equity_Details
Stockholder's Equity (Details) (USD $) | 3 Months Ended | |
Mar. 31, 2014 | Dec. 31, 2013 | |
Common stock, shares authorized | 43,000,000 | 43,000,000 |
Common stock, par value | $0.00 | $0.00 |
Common stock shares outstanding | 8,608,252 | 8,264,051 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Common stock possible redemption shares | 16,000,081 | 16,344,282 |
Common stock voting rights description | 'Holders of the Company's common stock are entitled to one vote for each common share. | ' |
Common Stock [Member] | ' | ' |
Common stock possible redemption shares | 16,000,081 | 16,344,282 |
Proposed_Business_Combination_
Proposed Business Combination (Details) (USD $) | 3 Months Ended |
Mar. 31, 2014 | |
Proposed Business Combination [Abstract] | ' |
Purchase price | $538,650,000 |
Value of common equity issued by Quinpario | 35,000,000 |
Working capital adjustment in business combination | 80,000,000 |
Costs directly related to the Business Combination | 1,700,000 |
Debt financing amount | 460,000,000 |
Business combination minimum balance held in trust | 115,000,000 |
Common stock held in trust | $177,100,000 |
Redeem public shares description | 'We redeem public shares in an amount that would cause our net tangible assets to be less than $5,000,001. |
Subsequent_Events_Details
Subsequent Events (Details) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 | 6-May-14 | 9-May-14 | 9-May-14 |
Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | |||
Backstop And Subscription Agreement [Member] | 8.0% Series A Convertible Perpetual Preferred Stock [Member] | ||||
Backstop And Subscription Agreement [Member] | |||||
Maximum purchase of outstanding warrants | ' | ' | 9,200,000 | ' | ' |
Purchase price of outstanding warrants | ' | ' | $0.75 | ' | ' |
Proceeds from issuance of warrants at offering | ' | ' | $6,900,000 | ' | ' |
8.0% Series A Convertible Perpetual Preferred Stock | ' | ' | ' | ' | 45,000 |
Series A Convertible Perpetual Preferred Stock, Dividend | ' | ' | ' | ' | 8.00% |
Proceeds from issuance of convertible preferred stock | ' | ' | ' | ' | 45,000,000 |
Convertible preferred shares, conversion description | ' | ' | ' | ' | 'Each share of 8.0% Series A Convertible Perpetual Preferred Stock will be convertible, at the holder's option at any time, initially into approximately 81.18 shares of the Company's common stock (which is equivalent to an initial conversion price of approximately $12.32 per share), subject to specified adjustments as set forth in the Certificate of Designations. Based on the initial conversion rate, approximately 3,653,113 shares of the Company's common stock would be issuable upon conversion of all 45,000 shares of Series A Convertible Perpetual Preferred Stock, when issued, assuming the absence of in-kind dividends. |
Number of share issued for each share of preferred stock | ' | ' | ' | ' | 81.18 |
Conversion of Stock, Shares Issued | ' | ' | ' | ' | 3,653,113 |
Sale of common stock | ' | ' | ' | $17,500,000 | ' |
Shares, slae price | ' | ' | ' | $10.26 | ' |