Document_And_Entity_Informatio
| Document And Entity Information | 6 Months Ended | |
| Jun. 30, 2014 | Aug. 13, 2014 | |
| Document Information [Line Items] | ' | ' |
| Document Type | '10-Q | ' |
| Amendment Flag | 'false | ' |
| Document Period End Date | 30-Jun-14 | ' |
| Document Fiscal Year Focus | '2014 | ' |
| Document Fiscal Period Focus | 'Q2 | ' |
| Entity Registrant Name | 'ROI Acquisition Corp. II | ' |
| Entity Central Index Key | '0001581607 | ' |
| Current Fiscal Year End Date | '--12-31 | ' |
| Entity Filer Category | 'Non-accelerated Filer | ' |
| Trading Symbol | 'ROIQU | ' |
| Entity Common Stock, Shares Outstanding | ' | 15,625,000 |
Condensed_Interim_Balance_Shee
| Condensed Interim Balance Sheets (USD $) | Jun. 30, 2014 | Dec. 31, 2013 |
| Current assets: | ' | ' |
| Cash and cash equivalents | $594,740 | $961,544 |
| Noncurrent assets: | ' | ' |
| Investments and cash held in trust | 125,046,022 | 125,015,160 |
| Total assets | 125,640,762 | 125,976,704 |
| Current liabilities: | ' | ' |
| Accounts payable and accrued expenses | 114,173 | 64,157 |
| Franchise tax accrual | 68,862 | 51,000 |
| Accrued offering costs | 0 | 17,500 |
| Total current liabilities | 183,035 | 132,657 |
| Deferred underwriter fee | 4,375,000 | 4,375,000 |
| Total liabilities | 4,558,035 | 4,507,657 |
| Commitments and Contingencies | ' | ' |
| Common stock subject to possible redemption; 11,608,272 and 11,646,904 shares (at redemption value of approximately $10.00 per share) at June 30, 2014 and December 31, 2013, respectively | 116,082,720 | 116,469,040 |
| Stockholders' equity: | ' | ' |
| Preferred stock, $.0001 par value; 1,000,000 shares authorized; none issued | 0 | 0 |
| Common stock, $.0001 par value, authorized 400,000,000 shares; 4,016,728 and 3,978,096 shares issued and outstanding (excluding 11,608,272 and 11,646,904 shares subject to possible redemption) at June 30, 2014 and December 31, 2013, respectively | 401 | 397 |
| Additional paid-in capital | 5,577,757 | 5,191,435 |
| Deficit accumulated during the development stage | -578,151 | -191,825 |
| Total stockholders’ equity | 5,000,007 | 5,000,007 |
| Total liabilities and stockholders' equity | $125,640,762 | $125,976,704 |
Condensed_Interim_Balance_Shee1
| Condensed Interim Balance Sheets (Parenthetical) (USD $) | Jun. 30, 2014 | Dec. 31, 2013 |
| Common stock subject to possible redemption, shares | 11,608,272 | 11,646,904 |
| Common stock subject to possible redemption, redemption value per share | $10 | $10 |
| Preferred stock, par value | $0.00 | $0.00 |
| Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
| Preferred stock, shares issued | 0 | 0 |
| Common stock, par value | $0.00 | $0.00 |
| Common stock, shares authorized | 400,000,000 | 400,000,000 |
| Common stock, shares issued | 4,016,728 | 3,978,096 |
| Common stock, shares outstanding | 4,016,728 | 3,978,096 |
Condensed_Interim_Statements_o
| Condensed Interim Statements of Operations (USD $) | 0 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended |
| Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | |
| Revenue | $0 | $0 | $0 | $0 |
| Formation and operating costs | 2,000 | 114,689 | 327,289 | 485,930 |
| State franchise taxes, other than income tax | 0 | 45,000 | 91,894 | 142,894 |
| Loss from operations | -2,000 | -159,689 | -419,183 | -628,824 |
| Other income - Interest income | 0 | 17,658 | 32,857 | 50,673 |
| Net loss attributed to common stockholders | ($2,000) | ($142,031) | ($386,326) | ($578,151) |
| Weighted average number of common shares outstanding, basic and diluted (excluding shares subject to possible redemption) | 3,593,750 | 4,002,679 | 3,990,523 | 3,925,229 |
| Loss per common share, basic and diluted | $0 | ($0.04) | ($0.10) | ($0.15) |
Condensed_Interim_Statement_of
| Condensed Interim Statement of Stockholders' Equity (USD $) | Total | Common Stock [Member] | Additional Paid-in Capital [Member] | Deficit Accumulated During the Development Stage [Member] |
| Beginning Balance at Jun. 27, 2013 | $25,000 | $359 | $24,641 | $0 |
| Beginning Balance (in shares) at Jun. 27, 2013 | ' | 3,593,750 | ' | ' |
| Sale of common stock through public offering on September 20, 2013 at $10.00 per unit | 125,000,000 | 1,250 | 124,998,750 | ' |
| Sale of common stock through public offering (in shares) | ' | 12,500,000 | ' | ' |
| Underwriters' fees and offering expenses | -7,364,128 | ' | -7,364,128 | ' |
| Proceeds from private placement of 8,000,000 warrants | 4,000,000 | ' | 4,000,000 | ' |
| Forfeiture of common stock by Sponsor on September 20, 2013 | 0 | -47 | 47 | ' |
| Forfeiture of common stock by Sponsor on September 20, 2013 (in shares) | ' | -468,750 | ' | ' |
| Proceeds from the sale of common stock subject to possible redemption of 11,646,904 shares at December 31, 2013 | -116,469,040 | -1,165 | -116,467,875 | 0 |
| Proceeds from the sale of common stock subject to possible redemption (in shares) | ' | -11,646,904 | ' | ' |
| Net loss for the period ended | -191,825 | ' | ' | -191,825 |
| Ending Balance at Dec. 31, 2013 | 5,000,007 | 397 | 5,191,435 | -191,825 |
| Ending Balance (in shares) at Dec. 31, 2013 | ' | 3,978,096 | ' | ' |
| Change in shares subject to possible redemption | 386,326 | 4 | 386,322 | 0 |
| Change in shares subject to possible redemption (in shares) | ' | 38,632 | ' | ' |
| Net loss for the period ended | -386,326 | ' | ' | -386,326 |
| Ending Balance at Jun. 30, 2014 | $5,000,007 | $401 | $5,577,757 | ($578,151) |
| Ending Balance (in shares) at Jun. 30, 2014 | ' | 4,016,728 | ' | ' |
Condensed_Interim_Statement_of1
| Condensed Interim Statement of Stockholders' Equity (Parenthetical) (USD $) | 6 Months Ended |
| Dec. 31, 2013 | |
| Sale of common stock through public offering, price per unit | $10 |
| Proceeds from private placement, warrants | 8,000,000 |
| Common Stock [Member] | ' |
| Sale of common stock to Sponsor, price per share | $0.01 |
Condensed_Interim_Statements_o1
| Condensed Interim Statements of Cash Flows (USD $) | 0 Months Ended | 6 Months Ended | 12 Months Ended |
| Jun. 30, 2013 | Jun. 30, 2014 | Jun. 30, 2014 | |
| Cash flows from operating activities | ' | ' | ' |
| Net loss | ($2,000) | ($386,326) | ($578,151) |
| Change in operating assets and liabilities: | ' | ' | ' |
| Accounts payable and accrued expenses | 2,000 | 50,022 | 114,179 |
| Franchise tax accrual | 0 | 17,862 | 68,862 |
| Net cash used in operating activities | 0 | -318,442 | -395,110 |
| Cash flows from investing activities | ' | ' | ' |
| Proceeds deposited into Trust Account | 0 | 0 | -125,000,000 |
| Interest on Trust Account | 0 | -30,862 | -46,022 |
| Net cash used in investing activities | 0 | -30,862 | -125,046,022 |
| Cash flows from financing activities | ' | ' | ' |
| Proceeds from sale of common stock through public offering | 0 | 0 | 125,000,000 |
| Proceeds from sale of common stock to Sponsor | 0 | 0 | 25,000 |
| Proceeds from unsecured promissory note payable to Sponsor | 0 | 0 | 100,000 |
| Proceeds from sale of private placement warrants | 0 | 0 | 4,000,000 |
| Repayment of unsecured promissory note payable to Sponsor | 0 | 0 | -100,000 |
| Payment of offering costs | 0 | -17,500 | -2,989,128 |
| Net cash provided by (used in) financing activities | 0 | -17,500 | 126,035,872 |
| Net increase (decrease) in cash | 0 | -366,804 | 594,740 |
| Cash and cash equivalents, beginning of period | 0 | 961,544 | 0 |
| Cash and cash equivalents, end of period | 0 | 594,740 | 594,740 |
| Supplemental schedule of non-cash financing activities: | ' | ' | ' |
| Deferred underwriter fee payable | 0 | 0 | 4,375,000 |
| Common stock subscribed | $25,000 | $0 | $0 |
Interim_Financial_Information
| Interim Financial Information | 6 Months Ended |
| Jun. 30, 2014 | |
| Quarterly Financial Information Disclosure [Abstract] | ' |
| Interim Financial Information | ' |
| Note 1. Interim Financial Information | |
| The accompanying unaudited interim financial statements of ROI Acquisition Corp. II (a corporation in the development stage) (the “Company”) 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 Securities and Exchange Commission (the “SEC”) on March 7, 2014. The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 and Article 10 of Regulation S-X, 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 June 30, 2014, and the results of operations for the three-month and six-month periods ended June 30, 2014, and for the periods from June 28, 2013 (date of inception) to June 30, 2013 and from June 28, 2013 (date of inception) to June 30, 2014. Since they are interim statements, the accompanying condensed interim financial statements do not include all of the information and notes required by GAAP for a complete financial statement presentation. In the opinion of management, the condensed interim financial statements reflect all adjustments (consisting of normal, recurring adjustments) that are necessary for a fair presentation of the financial position, results of operations and cash flows for the condensed interim periods presented. Interim results are not necessarily indicative of results for a full year. | |
Organization_and_Business_Oper
| Organization and Business Operations | 6 Months Ended |
| Jun. 30, 2014 | |
| Accounting Policies [Abstract] | ' |
| Organization and Business Operations | ' |
| Note 2. Organization and Business Operations | |
| Incorporation | |
| The Company was incorporated in Delaware on June 28, 2013. | |
| Sponsor | |
| The Company’s sponsor is GEH Capital, Inc. (the “Sponsor”), a Delaware corporation. The Sponsor is owned and controlled by George E. Hall, the Company’s Chief Investment Officer and a member of its board of directors. | |
| Fiscal Year End | |
| The Company has selected December 31 as its fiscal year end. | |
| Business Purpose | |
| The Company was formed for the purpose of acquiring, through a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination, one or more operating businesses or assets that the Company has not yet identified (“Business Combination”). The Company has neither engaged in any operations nor generated significant revenue to date. The Company is considered to be in the development stage as defined in Financial Accounting Standards Board Accounting Standards Codification (“FASB ASC”) 915, “Development Stage Entities,” and is subject to the risks associated with activities of development stage companies. | |
| The Company’s management has broad discretion with respect to the Business Combination. However, there is no assurance that the Company will be able to successfully effect a Business Combination. | |
| Financing | |
| On September 20, 2013, the Company consummated an initial public offering (the "Public Offering") and a concurrent private placement. Approximately $125,000,000 of the proceeds of the Public Offering and the private placement was placed in a trust account with Continental Stock Transfer & Trust Company acting as trustee (the "Trust Account"). The Company intends to finance a Business Combination in part with proceeds from the Public Offering and private placement that are held in the Trust Account. See Notes 4 and 5 below. | |
| Trust Account | |
| The Trust Account can be invested in permitted United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), having a maturity of 180 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations. | |
| The Company’s amended and restated certificate of incorporation provides that, other than the withdrawal of interest to pay income taxes and franchise taxes, none of the funds held in trust will be released until the earlier of: (i) the completion of the Business Combination; or (ii) the redemption of 100% of the shares of common stock included in the units sold in the Public Offering if the Company is unable to complete a Business Combination by June 20, 2015, or September 20, 2015 if the Company has executed a letter of intent, agreement in principle or definitive agreement for a Business Combination within 21 months from the closing of the Public Offering but has not completed the Business Combination within such 21-month period. | |
| Business Combination | |
| A Business Combination is subject to the following size, focus and stockholder approval provisions: | |
| Size/Control — The Company’s Business Combination must occur with one or more target businesses that together have a fair market value of at least 80% of the assets held in the Trust Account (excluding the deferred underwriting commissions and taxes payable on the income earned on the Trust Account) at the time of the agreement to enter into the Business Combination. The Company will not complete a Business Combination unless it acquires a controlling interest in a target company or is otherwise not required to register as an investment company under the Investment Company Act. | |
| Focus — The Company’s efforts in identifying prospective target businesses will initially be focused on businesses in the consumer sector, and in particular the consumer products, retail, and restaurant industries, and the financial services sector, and in particular the asset management industry, but the Company may pursue opportunities in other business sectors. | |
| Tender Offer/Stockholder Approval — The Company, after signing a definitive agreement for a Business Combination, will either (i) seek stockholder approval of the Business Combination at a meeting called for such purpose in connection with which stockholders may seek to redeem their shares, regardless of whether they vote for or against the Business Combination, for cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account, including interest (which interest shall be net of franchise and income taxes payable), or (ii) provide stockholders with the opportunity to sell their shares to the Company by means of a tender offer (and thereby avoid the need for a stockholder vote) for an amount in cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account, including interest (which interest shall be net of franchise and income taxes payable). The decision as to whether the Company will seek stockholder approval of the Business Combination or will allow stockholders to sell their shares in a tender offer will be made by the Company, solely in its discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would otherwise require the Company to seek stockholder approval. If the Company seeks stockholder approval, it will complete its Business Combination only if a majority of the outstanding shares of common stock voted are voted in favor of the Business Combination. 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. In such case, the Company would not proceed with the redemption of its public shares and the related Business Combination, and instead may search for an alternate Business Combination. | |
| Regardless of whether the Company holds a stockholder vote or a tender offer in connection with a Business Combination, a public stockholder will have the right to redeem its shares for an amount in cash equal to its pro rata share of the aggregate amount then on deposit in the Trust Account, including interest (which interest shall be net of franchise and income taxes payable). As a result, such shares of common stock are recorded at conversion/tender value and classified as temporary equity upon the completion of the Public Offering, in accordance with FASB ASC 480, “Distinguishing Liabilities from Equity.” | |
| Liquidation | |
| If the Company does not complete a Business Combination by June 20, 2015, or September 20, 2015 if the Company has executed a letter of intent, agreement in principle or definitive agreement for a Business Combination on or prior to June 20, 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 common stock sold as part of the units in the Public Offering, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (which interest shall be net of franchise and income taxes payable and less up to $50,000 of such net interest which may be distributed to the Company to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. | |
| In the event of liquidation, it is likely that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be approximately equal to the initial public offering price per share in the Public Offering (assuming no value is attributed to the warrants contained in the units to be offered in the Public Offering discussed in Note 4). | |
| Emerging Growth Company | |
| Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a registration statement under the Securities Act of 1933, as amended (the “Securities Act”) declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies, but any such an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. | |
Summary_of_Significant_Account
| Summary of Significant Accounting Policies | 6 Months Ended | |||||||||||||||||||
| Jun. 30, 2014 | ||||||||||||||||||||
| Accounting Policies [Abstract] | ' | |||||||||||||||||||
| Summary of Significant Accounting Policies | ' | |||||||||||||||||||
| Note 3. Summary of Significant Accounting Policies | ||||||||||||||||||||
| Basis of Presentation | ||||||||||||||||||||
| The accompanying condensed interim financial statements of the Company are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America and pursuant to the rules and regulations of the SEC. | ||||||||||||||||||||
| Development Stage Company | ||||||||||||||||||||
| The Company complies with the reporting requirements of FASB ASC 915, “Development Stage Entities.” At June 30, 2014, the Company had not generated revenue to date. The Company’s activities through the date the financial statements were issued consist of organizational activities, activities relating to the Public Offering, activities relating to identifying and evaluating prospective acquisition candidates and activities relating to general corporate matters. The Company will not generate any operating revenues until after completion of a Business Combination, at the earliest. The Company generates non-operating income in the form of interest income on the assets held in the Trust Account after the Public Offering. | ||||||||||||||||||||
| Redeemable Common Stock | ||||||||||||||||||||
| As discussed in Note 4, all of the 12,500,000 shares of common stock sold as part of the Public Offering contain a redemption feature which allows for the redemption of shares of common stock under the Company’s liquidation or tender offer/stockholder approval provisions. In accordance with FASB ASC 480, 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. Although the Company does not specify a maximum redemption threshold, its charter provides that in no event will the Company redeem its Public Shares (as defined below) in an amount that would cause its net tangible assets (stockholders’ equity) to be less than $5,000,001. In such case, the Company would not proceed with the redemption of its Public Shares (as defined below) and the related Business Combination, and instead may search for an alternate Business Combination. | ||||||||||||||||||||
| 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 retained earnings, or in the absence of retained earnings, by charges against paid-in capital in accordance with FASB ASC 480-10-S99. Accordingly, at June 30, 2014 and December 31, 2013, 11,608,272 and 11,646,904, respectively, Public Shares (as defined below) are classified outside of permanent equity at its redemption value. | ||||||||||||||||||||
| Net Loss Per Share | ||||||||||||||||||||
| Basic net loss per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period. Diluted net loss per share is computed by dividing net loss per share by the weighted average number of shares of common stock outstanding, plus, to the extent dilutive, the incremental number of shares of common stock to settle warrants held by the Sponsor (see Note 5), as calculated using the treasury stock method. At June 30, 2014 and December 31, 2013, the Company had outstanding warrants to purchase 10,250,000 shares of common stock. For all periods presented, the weighted average of these shares was excluded from the calculation of diluted income (loss) per share of common stock because their inclusion would have been anti-dilutive. As a result, dilutive income (loss) per share of common stock is equal to basic income (loss) per share of common share. | ||||||||||||||||||||
| Use of Estimates | ||||||||||||||||||||
| The preparation of 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 financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. | ||||||||||||||||||||
| Concentration of Credit Risk | ||||||||||||||||||||
| Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal depository insurance coverage of $250,000. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. | ||||||||||||||||||||
| 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. | ||||||||||||||||||||
| There were no unrecognized tax benefits as of June 30, 2014 and December 31, 2013. 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. 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 June 30, 2014 and December 31, 2013. The Company is currently not aware of any issues under review that could result in significant payments, accruals or a material deviation from its position. Since inception, the Company has been subject to income tax examinations by major taxing authorities. | ||||||||||||||||||||
| Offering Costs | ||||||||||||||||||||
| The Company complies with the requirements of the SEC Staff Accounting Bulletin Topic 5A, “Expenses of Offering.” Offering costs consist principally of professional and registration fees incurred through the Public Offering and that were charged to stockholders’ equity upon the completion of the Public Offering. Accordingly, on September 20, 2013, offering costs totaling approximately $7,364,128 (including $6,875,000 in underwriters fees) have been charged to stockholders’ equity. | ||||||||||||||||||||
| 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 Measurement,” approximates the carrying amounts represented in the balance sheets. | ||||||||||||||||||||
| Recent Accounting Pronouncements | ||||||||||||||||||||
| Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements. | ||||||||||||||||||||
| Restated Prior Period Amounts | ||||||||||||||||||||
| While preparing its financial statements for the three months ended June 30, 2014, the Company identified and corrected an error related to the accounting for the Company’s changes in amounts subject to possible redemption for the periods ended September 30, 2013, December 31, 2013 and March 31, 2014. The Company determined that its changes in amounts subject to possible redemption should have been accounted for in accordance with the accounting treatment described in FASB ASC 480-10-S99 with changes against additional paid-in capital in the absence of retained earnings and not as a decrease in accumulated deficit. There was no change in previously reported net loss for any of the periods. The balance sheets for the periods ended September 30, 2013, December 31, 2013 and March 31, 2014, have been revised to reflect a balance in accumulated deficit with corresponding increase of additional paid-in capital. | ||||||||||||||||||||
| The adjustments for balances at September 30, 2013, December 31, 2013 and March 31, 2014 are as follows: | ||||||||||||||||||||
| September 30, 2013 | December 31, 2013 | March 31, 2014 | ||||||||||||||||||
| As Reported | As Restated | As Reported | As Restated | As Reported | As Restated | |||||||||||||||
| Additional paid-in capital | $ | 4,999,608 | $ | 5,040,496 | $ | 4,999,610 | $ | 5,191,435 | $ | 4,999,602 | $ | 5,435,722 | ||||||||
| Deficit accumulated during the development stage | - | -40,888 | - | -191,825 | - | -436,120 | ||||||||||||||
| In accordance with Securities and Exchange Commission ("SEC") Staff Accounting Bulletin Nos. 99 and 108 (“SAB 99” and “SAB 108”), the Company has evaluated these errors and, based on an analysis of quantitative and qualitative factors, has determined that they were not material to each of the prior reporting periods affected and no amendments of previously filed 10-Q or 10-K reports with the SEC are required. | ||||||||||||||||||||
Public_Offering
| Public Offering | 6 Months Ended |
| Jun. 30, 2014 | |
| Public Offering [Abstract] | ' |
| Public Offering | ' |
| Note 4. Public Offering | |
| Public Units | |
| On September 20, 2013, the Company sold 12,500,000 units at a price of $10.00 per unit (the “Public Units”) in the Public Offering. Each unit consists of one share of common stock of the Company, $0.0001 par value per share (the “Public Shares”), and one warrant to purchase one-half of one share of common stock of the Company (the “Public Warrants”). | |
| Under the terms of a warrant agreement relating to the Public Warrants (the “Warrant Agreement”), the Company has agreed to use its best efforts to file a new registration statement under the Securities Act for the shares of common stock issuable upon exercise of the Public Warrants as soon as practicable, but in no event later than fifteen (15) business days after the closing of the Company’s Business Combination. | |
| Public Warrant Terms and Conditions | |
| Exercise Conditions— Each Public Warrant entitles the holder to purchase one-half of one share of common stock at a price of $5.75 per half share ($11.50 per whole share). No fractional shares will be issued upon exercise of the Public Warrants. If, upon exercise of the Public Warrants, a holder would be entitled to receive a fractional interest in a share, the Company will, upon exercise, round down to the nearest whole number the number of shares of common stock to be issued to the warrant holder. Each Public Warrant will become exercisable on the later of 30 days after the completion of the Company’s Business Combination or 12 months from the closing of the Public Offering. However, if the Company does not complete a Business Combination on or prior to the expiration of the 21-month (or 24-month) period allotted to complete the Business Combination, the Public Warrants will expire at the end of such period. If the Company is unable to deliver registered shares of common stock to the holder upon exercise of Public Warrants during the exercise period, there will be no net cash settlement of the Public Warrants and the Public Warrants will expire worthless, unless they may be exercised on a cashless basis in the circumstances described in the Warrant Agreement. | |
| Registration Risk— Under the terms of the Warrant Agreement, the Company has agreed to use its best efforts to file a registration statement under the Securities Act covering the shares of Common Stock issuable upon exercise of the Public Warrants and the Private Placement Warrants (as defined below)(the Public Warrants and Private Placement Warrants, collectively, the “Warrants”) and maintain a current prospectus relating to the common stock issuable upon exercise of the Warrants, until the expiration of the Warrants in accordance with the provisions of the Warrant Agreement. If the shares issuable upon exercise of the Warrants are not registered under the Securities Act, the Company will be required to permit holders to exercise their Warrants on a cashless basis. However, no Warrant will be exercisable for cash or on a cashless basis, and the Company will not be obligated to issue any shares to holders seeking to exercise their Warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of the exercising holder, unless an exemption is available. Notwithstanding the above, if the Company’s common stock is at the time of any exercise of a Warrant not listed on a national securities exchange such that it satisfies the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Warrants who exercise their Warrants to do so a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement or register or qualify the shares under blue sky laws. In no event will the Company be required to net cash settle any Warrant, or issue securities or other compensation in exchange for the Warrants in the event that the Company is unable to register or qualify the shares underlying the Warrants under the Securities Act or applicable state securities laws. If the issuance of the shares upon exercise of the Warrants is not so registered or qualified or exempt from registration or qualification, the holder of such Warrant shall not be entitled to exercise such Warrant and such Warrant may have no value and expire worthless. In such event, holders who acquired their Public Warrants as part of a purchase of Public Units will have paid the full Public Unit purchase price solely for the shares of common stock included in the Public Units. If and when the Public Warrants become redeemable by the Company, the Company may exercise its redemption right even if it is are unable to register or qualify the underlying shares of common stock for sale under all applicable state securities laws. | |
| Accounting— Because the Company is not required to net cash settle the Public Warrants, the Public Warrants are recorded at fair value and classified within stockholders’ equity as “Additional paid-in capital” upon their issuance in accordance with FASB ASC 815-40. | |
| Underwriting Agreement— The Company paid an upfront underwriting discount of $0.20 per unit ($2,500,000 in the aggregate) to the underwriters at the closing of the Public Offering, with an additional fee (the “Deferred Discount”) equal to the difference between (a) the product of the number of shares of common stock sold as part of the units and $0.55 and (b) the upfront underwriting discount paid at the closing of $2,500,000, or a total Deferred Discount of $4,375,000 ($0.35 per unit sold). The Deferred Discount will become payable to the underwriters from the amounts held in the Trust Account solely in the event the Company completes a Business Combination. The underwriters are not entitled to any interest accrued on the Deferred Discount. | |
Related_Party_Transactions
| Related Party Transactions | 6 Months Ended |
| Jun. 30, 2014 | |
| Related Party Transactions [Abstract] | ' |
| Related Party Transactions | ' |
| Note 5. Related Party Transactions | |
| Founder Shares — On June 28, 2013, the Sponsor purchased 3,593,750 shares of common stock (the “Founder Shares”) for $25,000, or approximately $0.007 per share. On August 22, 2013, the Sponsor transferred 171,875 Founder Shares to each of Thomas J. Baldwin and Joseph A. De Perio (collectively with the Sponsor, the “Initial Stockholders”), each of whom paid a purchase price of $1,195.65 for their respective shares (the same per-share purchase price initially paid by the Sponsor). | |
| The Founder Shares are identical to the common stock included in the Public Units except that the Founder Shares are subject to certain transfer restrictions. The Initial Stockholders have agreed not to transfer, assign or sell any of their Founder Shares until the earlier of (A) one year after the completion of the Company’s Business Combination, or earlier if, subsequent to the Company’s Business Combination, the last sales price of the Company’s common stock (i) equals or exceeds $12.50 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period after the Company’s Business Combination, in which case fifty percent (50%) of the Founder Shares will be transferable, assignable or salable or (ii) equals or exceeds $15.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period after the Company’s Business Combination in which case the remaining fifty percent (50%) of the Founder Shares will be transferable, assignable or salable or (B) the date on which the Company completes a liquidation, merger, stock exchange or other similar transaction after the Business Combination that results in all of the Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property. | |
| Forfeiture —As a result of the underwriters’ election not to exercise their over-allotment option for the Public Offering, the Sponsor forfeited an aggregate of 468,750 Founder Shares on September 20, 2013, which the Company has cancelled. After giving effect to the forfeitures, the Initial Stockholders owned 3,125,000 shares, or 20% of the Company’s issued and outstanding shares (including those subject to possible redemption). | |
| In addition, a portion of the Founder Shares in an amount equal to 25% of the Founders Shares, or 5% of the Company’s issued and outstanding shares after the Public Offering (the “Founder Earnout Shares”), will be subject to forfeiture by the Sponsor (or its permitted transferees) on the fifth anniversary of the Business Combination unless following the Business Combination the last sale price of the Company’s common stock equals or exceeds $13.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period or the Company completes a liquidation, merger, stock exchange or other similar transaction that results in all of its stockholders having the right to exchange their shares of common stock for consideration in cash, securities or other property which equals or exceeds $13.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like). The number of Founder Earnout Shares is 781,250. | |
| Rights — The Founder Shares are identical to the Public Shares except that (i) the Founder Shares are subject to certain transfer restrictions, as described above, and (ii) the Initial Stockholders have agreed to waive their redemption rights in connection with the Business Combination with respect to the Founder Shares and any Public Shares they may purchase, and to waive their redemption rights with respect to the Founder Shares if the Company fails to complete a Business Combination within 21 months (or 24 months, as applicable) from the closing of the Public Offering. | |
| Voting — If the Company seeks stockholder approval of a Business Combination, the Initial Stockholders have agreed to vote their Founder Shares and any Public Shares purchased during or after the Public Offering in favor of the Business Combination. | |
| Liquidation — Although the Initial Stockholders and their permitted transferees have agreed to waive their rights to liquidating distributions with respect to the Founder Shares if the Company fails to complete a Business Combination within the prescribed time frame, they will be entitled to receive liquidating distributions with respect to any Public Shares they may own. | |
| Private Placement Warrants | |
| On September 20, 2013, the Sponsor purchased from the Company an aggregate of 8,000,000 warrants at a price of $0.50 per warrant (a purchase price of $4.0 million) in a private placement that occurred simultaneously with the completion of the Public Offering (the “Private Placement Warrants”). Each Private Placement Warrant entitles the holder to purchase one-half of one share of common stock at $5.75 per half share ($11.50 per whole share). The purchase price of the Private Placement Warrants was added to the proceeds from the Public Offering held in the Trust Account pending completion of the Company’s Business Combination. Immediately after the closing of the private placement, the Sponsor transferred the Private Placement Warrants to Clinton Magnolia Master Fund Ltd., an affiliate of the Sponsor, which paid a purchase price of $4.0 million for the Private Placement Warrants. | |
| The Private Placement Warrants (including the common stock issuable upon exercise of the Private Placement Warrants) will not be transferable, assignable or salable until 30 days after the completion of the Business Combination, and they will be non-redeemable so long as they are held by the initial purchasers of the Private Placement Warrants or their permitted transferees. If the Private Placement Warrants are held by someone other than the initial purchasers of the Private Placement Warrants or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants. Otherwise, the Private Placement Warrants have terms and provisions that are identical to those of the Public Warrants and have no net cash settlement provisions. | |
| If the Company does not complete a Business Combination, then the proceeds will be part of the liquidating distribution to the public stockholders and the Private Placement Warrants will expire worthless. | |
| Registration Rights | |
| The holders of the Founder Shares and Private Placement Warrants will hold registration rights to require the Company to register the sale of any of the securities held by them pursuant to a registration rights agreement. The holders of these securities will be entitled to make up to three demands, excluding short form demands, that the Company register such securities for sale under the Securities Act. In addition, these stockholders will have “piggy-back” registration rights to include their securities in other registration statements filed by the Company. The Company will bear the costs and expenses of filing any such registration statements. | |
Other_Related_Party_Transactio
| Other Related Party Transactions | 6 Months Ended |
| Jun. 30, 2014 | |
| Other Related Party Transactions [Abstract] | ' |
| Other Related Party Transactions | ' |
| Note 6. Other Related Party Transactions | |
| Administrative Services | |
| The Company has entered into an Administrative Services Agreement with the Clinton Group, Inc., pursuant to which the Company will pay the Clinton Group, Inc. a total of $10,000 per month for office space, utilities and secretarial support. Upon completion of the Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees. | |
| Note Payable | |
| Prior to the closing of the Public Offering, the Sponsor agreed to loan the Company up to an aggregate of $100,000 by the issuance of an unsecured promissory note (the “Note”) to cover expenses related to the Public Offering. These loans were payable without interest on the completion of the Public Offering. From inception through September 20, 2013, the Sponsor loaned a total of $100,000 to the Company. The Note was repaid in full on September 23, 2013. | |
Income_Taxes
| Income Taxes | 6 Months Ended |
| Jun. 30, 2014 | |
| Income Tax Disclosure [Abstract] | ' |
| Income Taxes | ' |
| Note 7. Income Taxes | |
| Deferred income taxes are provided for the differences between the bases of assets and liabilities for financial reporting and income tax purposes. A valuation allowance is established when necessary to reduce deferred tax assets to the amount expected to be realized. | |
| The Company is required to determine whether its tax positions are more likely than not to be sustained upon examination by the applicable taxing authority, including resolution of any related appeals or litigation processes, based on the technical merits of the position. The tax benefit recognized is measured as the largest amount of benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement with the relevant taxing authority. De-recognition of a tax benefit previously recognized results in the Company recording a tax liability that reduces ending retained earnings. Based on its analysis, the Company has determined that it has not incurred any liability for unrecognized tax benefits as of June 30, 2014. The Company’s conclusions may be subject to review and adjustment at a later date based on factors including, but not limited to, on-going analyses of and changes to tax laws, regulations and interpretations thereof. | |
| The Company recognizes interest and penalties related to unrecognized tax benefits in interest expense and other expenses, respectively. No interest expense or penalties have been recognized for the period from June 28, 2013 (date of inception) to June 30, 2014. 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. | |
| The Company is incorporated in the State of Delaware and is required to pay franchise taxes to the State of Delaware on an annual basis. | |
Investments_and_Cash_Held_in_T
| Investments and Cash Held in Trust | 6 Months Ended | ||||||||||
| Jun. 30, 2014 | |||||||||||
| Investments All Other Investments [Abstract] | ' | ||||||||||
| Investments and Cash Held in Trust | ' | ||||||||||
| Note 8. Investments and Cash Held in Trust | |||||||||||
| As of June 30, 2014, investment securities in the Company’s Trust Account consist of $125,045,968 in United States Treasury Bills and $54 of cash equivalents. The Company classifies its United States 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, excluding accrued interest income, gross unrealized holding gains and fair value of held to maturity securities at June 30, 2014 and December 31, 2013 are as follows: | |||||||||||
| Gross | |||||||||||
| Carrying | Unrealized | ||||||||||
| Amount at | Holding | Fair Value | |||||||||
| June 30, 2014 | Gain | ||||||||||
| Held-to-maturity: | |||||||||||
| U.S. Treasury Securities | $ | 125,045,968 | $ | 8,962 | $ | 125,054,930 | |||||
| Carrying | Gross | Fair Value | |||||||||
| Amount at | Unrealized | ||||||||||
| December 31, 2013 | Holding | ||||||||||
| Loss | |||||||||||
| Held-to-maturity: | |||||||||||
| U.S. Treasury Securities | $ | 125,015,116 | $ | 4,950 | $ | 125,010,166 | |||||
Fair_Value_Measurements
| Fair Value Measurements | 6 Months Ended | |||||||||||||
| Jun. 30, 2014 | ||||||||||||||
| Fair Value Disclosures [Abstract] | ' | |||||||||||||
| Fair Value Measurements | ' | |||||||||||||
| Note 9. Fair Value Measurements | ||||||||||||||
| The following tables present information about the Company’s assets that are measured at fair value on a recurring basis as of June 30, 2014 and December 31, 2013, and indicate 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: | ||||||||||||||
| Description | June 30, 2014 | Quoted Prices in Active Markets | Significant Other Observable | Significant Other Unobservable | ||||||||||
| (Level 1) | Inputs | Inputs | ||||||||||||
| (Level 2) | (Level 3) | |||||||||||||
| Investments and cash held in Trust Account | $ | 125,054,930 | $ | 125,054,930 | $ | — | $ | — | ||||||
| December 31, | Quoted Prices in Active Markets | Significant Other Observable | Significant Other Unobservable | |||||||||||
| Inputs | Inputs | |||||||||||||
| Description | 2013 | (Level 1) | (Level 2) | (Level 3) | ||||||||||
| Investments and cash held in Trust Account | $ | 125,010,166 | $ | 125,010,166 | $ | — | $ | — | ||||||
| United States Treasury Securities: The Company used Level 1 inputs to value the U.S. Treasury securities in the Trust Account for disclosure purposes. | ||||||||||||||
Stockholders_Equity
| Stockholders' Equity | 6 Months Ended |
| Jun. 30, 2014 | |
| Equity [Abstract] | ' |
| Stockholders' Equity | ' |
| Note 10. Stockholders’ Equity | |
| Common Stock — The authorized common stock of the Company includes up to 400,000,000 shares. Holders of the Company’s common stock are entitled to one vote for each share of common stock. At June 30, 2014, there were 15,625,000 shares of common stock outstanding, including 11,608,272 shares subject to possible redemption. At December 31, 2013, there were 15,625,000 shares of common stock outstanding, including 11,646,904 shares subject to possible redemption. | |
| Preferred Shares — The Company is authorized to issue 1,000,000 preferred shares with such designations, voting and other rights and preferences as may be determined from time to time by the Board of Directors. As of June 30, 2014 and December 31, 2013, no preferred shares have been issued. | |
Summary_of_Significant_Account1
| Summary of Significant Accounting Policies (Policies) | 6 Months Ended | |||||||||||||||||||
| Jun. 30, 2014 | ||||||||||||||||||||
| Accounting Policies [Abstract] | ' | |||||||||||||||||||
| Basis of Presentation | ' | |||||||||||||||||||
| Basis of Presentation | ||||||||||||||||||||
| The accompanying condensed interim financial statements of the Company are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America and pursuant to the rules and regulations of the SEC. | ||||||||||||||||||||
| Development Stage Company | ' | |||||||||||||||||||
| Development Stage Company | ||||||||||||||||||||
| The Company complies with the reporting requirements of FASB ASC 915, “Development Stage Entities.” At June 30, 2014, the Company had not generated revenue to date. The Company’s activities through the date the financial statements were issued consist of organizational activities, activities relating to the Public Offering, activities relating to identifying and evaluating prospective acquisition candidates and activities relating to general corporate matters. The Company will not generate any operating revenues until after completion of a Business Combination, at the earliest. The Company generates non-operating income in the form of interest income on the assets held in the Trust Account after the Public Offering. | ||||||||||||||||||||
| Redeemable Common Stock | ' | |||||||||||||||||||
| Redeemable Common Stock | ||||||||||||||||||||
| As discussed in Note 4, all of the 12,500,000 shares of common stock sold as part of the Public Offering contain a redemption feature which allows for the redemption of shares of common stock under the Company’s liquidation or tender offer/stockholder approval provisions. In accordance with FASB ASC 480, 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. Although the Company does not specify a maximum redemption threshold, its charter provides that in no event will the Company redeem its Public Shares (as defined below) in an amount that would cause its net tangible assets (stockholders’ equity) to be less than $5,000,001. In such case, the Company would not proceed with the redemption of its Public Shares (as defined below) and the related Business Combination, and instead may search for an alternate Business Combination. | ||||||||||||||||||||
| 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 retained earnings, or in the absence of retained earnings, by charges against paid-in capital in accordance with FASB ASC 480-10-S99. Accordingly, at June 30, 2014 and December 31, 2013, 11,608,272 and 11,646,904, respectively, Public Shares (as defined below) are classified outside of permanent equity at its redemption value. | ||||||||||||||||||||
| Net Loss Per Share | ' | |||||||||||||||||||
| Net Loss Per Share | ||||||||||||||||||||
| Basic net loss per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period. Diluted net loss per share is computed by dividing net loss per share by the weighted average number of shares of common stock outstanding, plus, to the extent dilutive, the incremental number of shares of common stock to settle warrants held by the Sponsor (see Note 5), as calculated using the treasury stock method. At June 30, 2014 and December 31, 2013, the Company had outstanding warrants to purchase 10,250,000 shares of common stock. For all periods presented, the weighted average of these shares was excluded from the calculation of diluted income (loss) per share of common stock because their inclusion would have been anti-dilutive. As a result, dilutive income (loss) per share of common stock is equal to basic income (loss) per share of common share. | ||||||||||||||||||||
| Use of Estimates | ' | |||||||||||||||||||
| Use of Estimates | ||||||||||||||||||||
| The preparation of 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 financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. | ||||||||||||||||||||
| Concentration of Credit Risk | ' | |||||||||||||||||||
| Concentration of Credit Risk | ||||||||||||||||||||
| Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal depository insurance coverage of $250,000. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. | ||||||||||||||||||||
| 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. | ||||||||||||||||||||
| There were no unrecognized tax benefits as of June 30, 2014 and December 31, 2013. 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. 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 June 30, 2014 and December 31, 2013. The Company is currently not aware of any issues under review that could result in significant payments, accruals or a material deviation from its position. Since inception, the Company has been subject to income tax examinations by major taxing authorities. | ||||||||||||||||||||
| Offering Costs | ' | |||||||||||||||||||
| Offering Costs | ||||||||||||||||||||
| The Company complies with the requirements of the SEC Staff Accounting Bulletin Topic 5A, “Expenses of Offering.” Offering costs consist principally of professional and registration fees incurred through the Public Offering and that were charged to stockholders’ equity upon the completion of the Public Offering. Accordingly, on September 20, 2013, offering costs totaling approximately $7,364,128 (including $6,875,000 in underwriters fees) have been charged to stockholders’ equity. | ||||||||||||||||||||
| 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 Measurement,” approximates the carrying amounts represented in the balance sheets. | ||||||||||||||||||||
| Recent Accounting Pronouncements | ' | |||||||||||||||||||
| Recent Accounting Pronouncements | ||||||||||||||||||||
| Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements. | ||||||||||||||||||||
| Restated Prior Period Amounts | ' | |||||||||||||||||||
| Restated Prior Period Amounts | ||||||||||||||||||||
| While preparing its financial statements for the three months ended June 30, 2014, the Company identified and corrected an error related to the accounting for the Company’s changes in amounts subject to possible redemption for the periods ended September 30, 2013, December 31, 2013 and March 31, 2014. The Company determined that its changes in amounts subject to possible redemption should have been accounted for in accordance with the accounting treatment described in FASB ASC 480-10-S99 with changes against additional paid-in capital in the absence of retained earnings and not as a decrease in accumulated deficit. There was no change in previously reported net loss for any of the periods. The balance sheets for the periods ended September 30, 2013, December 31, 2013 and March 31, 2014, have been revised to reflect a balance in accumulated deficit with corresponding increase of additional paid-in capital. | ||||||||||||||||||||
| The adjustments for balances at September 30, 2013, December 31, 2013 and March 31, 2014 are as follows: | ||||||||||||||||||||
| September 30, 2013 | December 31, 2013 | March 31, 2014 | ||||||||||||||||||
| As Reported | As Restated | As Reported | As Restated | As Reported | As Restated | |||||||||||||||
| Additional paid-in capital | $ | 4,999,608 | $ | 5,040,496 | $ | 4,999,610 | $ | 5,191,435 | $ | 4,999,602 | $ | 5,435,722 | ||||||||
| Deficit accumulated during the development stage | - | -40,888 | - | -191,825 | - | -436,120 | ||||||||||||||
| In accordance with Securities and Exchange Commission ("SEC") Staff Accounting Bulletin Nos. 99 and 108 (“SAB 99” and “SAB 108”), the Company has evaluated these errors and, based on an analysis of quantitative and qualitative factors, has determined that they were not material to each of the prior reporting periods affected and no amendments of previously filed 10-Q or 10-K reports with the SEC are required. | ||||||||||||||||||||
Summary_of_Significant_Account2
| Summary of Significant Accounting Policies (Tables) | 6 Months Ended | |||||||||||||||||||
| Jun. 30, 2014 | ||||||||||||||||||||
| Accounting Policies [Abstract] | ' | |||||||||||||||||||
| Schedule of Error Corrections and Prior Period Adjustments | ' | |||||||||||||||||||
| The adjustments for balances at September 30, 2013, December 31, 2013 and March 31, 2014 are as follows: | ||||||||||||||||||||
| September 30, 2013 | December 31, 2013 | March 31, 2014 | ||||||||||||||||||
| As Reported | As Restated | As Reported | As Restated | As Reported | As Restated | |||||||||||||||
| Additional paid-in capital | $ | 4,999,608 | $ | 5,040,496 | $ | 4,999,610 | $ | 5,191,435 | $ | 4,999,602 | $ | 5,435,722 | ||||||||
| Deficit accumulated during the development stage | - | -40,888 | - | -191,825 | - | -436,120 | ||||||||||||||
Investments_and_Cash_Held_in_T1
| Investments and Cash Held in Trust (Tables) | 6 Months Ended | ||||||||||
| Jun. 30, 2014 | |||||||||||
| Investments All Other Investments [Abstract] | ' | ||||||||||
| Schedule of Held to Maturity Securities | ' | ||||||||||
| The carrying amount, excluding accrued interest income, gross unrealized holding gains and fair value of held to maturity securities at June 30, 2014 and December 31, 2013 are as follows: | |||||||||||
| Gross | |||||||||||
| Carrying | Unrealized | ||||||||||
| Amount at | Holding | Fair Value | |||||||||
| June 30, 2014 | Gain | ||||||||||
| Held-to-maturity: | |||||||||||
| U.S. Treasury Securities | $ | 125,045,968 | $ | 8,962 | $ | 125,054,930 | |||||
| Carrying | Gross | Fair Value | |||||||||
| Amount at | Unrealized | ||||||||||
| December 31, 2013 | Holding | ||||||||||
| Loss | |||||||||||
| Held-to-maturity: | |||||||||||
| U.S. Treasury Securities | $ | 125,015,116 | $ | 4,950 | $ | 125,010,166 | |||||
Fair_Value_Measurements_Tables
| Fair Value Measurements (Tables) | 6 Months Ended | |||||||||||||
| Jun. 30, 2014 | ||||||||||||||
| Fair Value Disclosures [Abstract] | ' | |||||||||||||
| Schedule of Assets Measured at Fair Value on Recurring Basis | ' | |||||||||||||
| 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: | ||||||||||||||
| Description | June 30, 2014 | Quoted Prices in Active Markets | Significant Other Observable | Significant Other Unobservable | ||||||||||
| (Level 1) | Inputs | Inputs | ||||||||||||
| (Level 2) | (Level 3) | |||||||||||||
| Investments and cash held in Trust Account | $ | 125,054,930 | $ | 125,054,930 | $ | — | $ | — | ||||||
| December 31, | Quoted Prices in Active Markets | Significant Other Observable | Significant Other Unobservable | |||||||||||
| Inputs | Inputs | |||||||||||||
| Description | 2013 | (Level 1) | (Level 2) | (Level 3) | ||||||||||
| Investments and cash held in Trust Account | $ | 125,010,166 | $ | 125,010,166 | $ | — | $ | — | ||||||
Organization_and_Business_Oper1
| Organization and Business Operations - Additional Information (Detail) (USD $) | 6 Months Ended | |
| Jun. 30, 2014 | Sep. 20, 2013 | |
| Amount placed in Continental Stock Transfer & Trust Company account | ' | $125,000,000 |
| Maturity period of securities in which Trust Account can be invested | '180 days or less | ' |
| Eligibility to release fund from Trust Account | 'The Company's amended and restated certificate of incorporation provides that, other than the withdrawal of interest to pay income taxes and franchise taxes, none of the funds held in trust will be released until the earlier of: (i) the completion of the Business Combination; or (ii) the redemption of 100% of the shares of common stock included in the units sold in the Public Offering if the Company is unable to complete a Business Combination by June 20, 2015, or September 20, 2015 if the Company has executed a letter of intent, agreement in principle or definitive agreement for a Business Combination within 21 months from the closing of the Public Offering but has not completed the Business Combination within such 21-month period. | ' |
| Minimum fair market value of target business as a percentage of assets held in Trust | 80.00% | ' |
| Minimum value of net tangible assets, at which shares will be redeemed | $5,000,001 | ' |
| Liquidation condition | 'If the Company does not complete a Business Combination by June 20, 2015, or September 20, 2015 if the Company has executed a letter of intent, agreement in principle or definitive agreement for a Business Combination on or prior to June 20, 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 common stock sold as part of the units in the Public Offering, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (which interest shall be net of franchise and income taxes payable and less up to $50,000 of such net interest which may be distributed to the Company to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders' rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company's remaining stockholders and the Company's board of directors, dissolve and liquidate, subject in each case to the Company's obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. | ' |
Summary_of_Significant_Account3
| Summary of Significant Accounting Policies (Details) (USD $) | Jun. 30, 2014 | Dec. 31, 2013 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 |
| As Reported | As Reported | As Reported | As Restated | As Restated | As Restated | |||
| Additional Paid In Capital | $5,577,757 | $5,191,435 | $4,999,602 | $4,999,610 | $4,999,608 | $5,435,722 | $5,191,435 | $5,040,496 |
| Development Stage Enterprise, Deficit Accumulated During Development Stage | ' | ' | $0 | $0 | $0 | ($436,120) | ($191,825) | ($40,888) |
Summary_of_Significant_Account4
| Summary of Significant Accounting Policies - Additional Information (Detail) (USD $) | 1 Months Ended | 6 Months Ended | |
| Sep. 20, 2013 | Jun. 30, 2014 | Dec. 31, 2013 | |
| Number of shares sold in Public Offering | ' | 12,500,000 | ' |
| Minimum value of net tangible assets, at which shares will be redeemed | ' | $5,000,001 | ' |
| Public shares classified outside of permanent equity | ' | 11,608,272 | 11,646,904 |
| Outstanding warrants to purchase common stock, shares | ' | 10,250,000 | ' |
| Federal depository insurance coverage amount | ' | 250,000 | ' |
| Offering Costs | 7,364,128 | ' | ' |
| Underwriters fees | $6,875,000 | ' | ' |
Public_Offering_Additional_Inf
| Public Offering - Additional Information (Detail) (USD $) | 1 Months Ended | 6 Months Ended | |
| Sep. 20, 2013 | Jun. 30, 2014 | Dec. 31, 2013 | |
| Initial Public Offering [Line Items] | ' | ' | ' |
| Number of shares sold in Public Offering | 12,500,000 | ' | ' |
| Public Units, price per unit | $10 | ' | $10 |
| Common stock, par value per share | ' | $0.00 | $0.00 |
| Warrant, exercisable condition | ' | 'Each Public Warrant will become exercisable on the later of 30 days after the completion of the Companys Business Combination or 12 months from the closing of the Public Offering. | ' |
| Warrant, expiration period | ' | 'if the Company does not complete a Business Combination on or prior to the expiration of the 21-month (or 24-month) period allotted to complete the Business Combination, the Public Warrants will expire at the end of such period. | ' |
| Underwriting discount, aggregate | ' | $2,500,000 | ' |
| Underwriting discount, per unit | ' | $0.20 | ' |
| Deferred underwriting discount calculation | ' | 'equal to the difference between (a) the product of the number of shares of common stock sold as part of the units and $0.55 and (b) the upfront underwriting discount paid at the closing of $2,500,000, or a total Deferred Discount of $4,375,000 ($0.35 per unit sold). | ' |
| Public Shares [Member] | ' | ' | ' |
| Initial Public Offering [Line Items] | ' | ' | ' |
| Common stock, par value per share | $0.00 | ' | ' |
| Public Warrants [Member] | ' | ' | ' |
| Initial Public Offering [Line Items] | ' | ' | ' |
| One-half of one share of common stock price | ' | 5.75 | ' |
| Price of per share for whole share | ' | $11.50 | ' |
Related_Party_Transactions_Add
| Related Party Transactions - Additional Information (Detail) (USD $) | 6 Months Ended | 6 Months Ended | 12 Months Ended | 1 Months Ended | 6 Months Ended | |||||
| Jun. 30, 2014 | Dec. 31, 2013 | Jun. 30, 2014 | Dec. 31, 2013 | Sep. 20, 2013 | Sep. 20, 2013 | Jun. 30, 2014 | Jun. 27, 2013 | Aug. 22, 2013 | Aug. 22, 2013 | |
| Forfeiture [Member] | Forfeiture [Member] | Private Placement Warrants [Member] | Private Placement Warrants [Member] | Rights [Member] | Founder Shares [Member] | Thomas J. Baldwin [Member] | Joseph A. De Perio [Member] | |||
| Clinton Magnolia Master Fund Ltd., [Member] | ||||||||||
| Related Party Transaction [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
| Common stock, shares issued | 4,016,728 | 3,978,096 | ' | ' | ' | ' | ' | 3,593,750 | 171,875 | 171,875 |
| Common stock, value | $401 | $397 | ' | ' | ' | ' | ' | $25,000 | $1,195.65 | $1,195.65 |
| Sale of common stock, price per share | ' | ' | ' | ' | ' | ' | ' | $0.01 | ' | ' |
| Related party transaction description | 'The Founder Shares are identical to the common stock included in the Public Units except that the Founder Shares are subject to certain transfer restrictions. The Initial Stockholders have agreed not to transfer, assign or sell any of their Founder Shares until the earlier of (A) one year after the completion of the Companys Business Combination, or earlier if, subsequent to the Companys Business Combination, the last sales price of the Companys common stock (i) equals or exceeds $12.50 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period after the Companys Business Combination, in which case fifty percent (50%) of the Founder Shares will be transferable, assignable or salable or (ii) equals or exceeds $15.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period after the Companys Business Combination in which case the remaining fifty percent (50%) of the Founder Shares will be transferable, assignable or salable or (B) the date on which the Company completes a liquidation, merger, stock exchange or other similar transaction after the Business Combination that results in all of the Companys stockholders having the right to exchange their shares of common stock for cash, securities or other property. | ' | 'In addition, a portion of the Founder Shares in an amount equal to 25% of the Founders Shares, or 5% of the Companys issued and outstanding shares after the Public Offering (the Founder Earnout Shares), will be subject to forfeiture by the Sponsor (or its permitted transferees) on the fifth anniversary of the Business Combination unless following the Business Combination the last sale price of the Companys common stock equals or exceeds $13.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period or the Company completes a liquidation, merger, stock exchange or other similar transaction that results in all of its stockholders having the right to exchange their shares of common stock for consideration in cash, securities or other property which equals or exceeds $13.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like). The number of Founder Earnout Shares is 781,250. | ' | ' | ' | 'The Founder Shares are identical to the Public Shares except that (i) the Founder Shares are subject to certain transfer restrictions, as described above, and (ii) the Initial Stockholders have agreed to waive their redemption rights in connection with the Business Combination with respect to the Founder Shares and any Public Shares they may purchase, and to waive their redemption rights with respect to the Founder Shares if the Company fails to complete a Business Combination within 21 months (or 24 months, as applicable) from the closing of the Public Offering. | ' | ' | ' |
| Shares forfeited by Sponsor | ' | ' | ' | 468,750 | ' | ' | ' | ' | ' | ' |
| Number of shares held by the Stockholders after forfeiture | ' | ' | ' | 3,125,000 | ' | ' | ' | ' | ' | ' |
| Percentage of shares held by the Stockholders on issued and outstanding shares | ' | ' | ' | 20.00% | ' | ' | ' | ' | ' | ' |
| Date of warrants purchase by Sponsor | ' | ' | ' | ' | 20-Sep-13 | ' | ' | ' | ' | ' |
| Aggregate number of warrants purchased | ' | ' | ' | ' | 8,000,000 | ' | ' | ' | ' | ' |
| Purchase price per warrant | ' | ' | ' | ' | $0.50 | ' | ' | ' | ' | ' |
| Aggregate price of warrants | ' | ' | ' | ' | $4,000,000 | $4,000,000 | ' | ' | ' | ' |
| Purchase one-half of one share of common stock | ' | ' | ' | ' | $5.75 | ' | ' | ' | ' | ' |
| Price of per share for whole share | ' | ' | ' | ' | $11.50 | ' | ' | ' | ' | ' |
Other_Related_Party_Transactio1
| Other Related Party Transactions - Additional Information (Detail) (USD $) | 6 Months Ended | |
| Jun. 30, 2014 | Sep. 20, 2013 | |
| Public Offering [Member] | ||
| Related Party Transaction [Line Items] | ' | ' |
| Administrative services cost, per month | $10,000 | ' |
| Notes payable to stock holders | ' | $100,000 |
Income_Taxes_Additional_Inform
| Income Taxes - Additional Information (Detail) | 6 Months Ended |
| Jun. 30, 2014 | |
| Income Taxes [Line Items] | ' |
| Minimum percentage of likelihood of tax benefits recognized | 50.00% |
Investments_and_Cash_Held_in_T2
| Investments and Cash Held in Trust - Additional Information (Detail) (USD $) | Jun. 30, 2014 | Dec. 31, 2013 |
| Investment Holdings [Line Items] | ' | ' |
| Cash equivalents held in Trust Account | $54 | ' |
| U.S. Treasury Securities [Member] | ' | ' |
| Investment Holdings [Line Items] | ' | ' |
| Carrying amount | $125,045,968 | $125,015,116 |
Investments_and_Cash_Held_in_T3
| Investments and Cash Held in Trust - Schedule of Held to Maturity Securities (Detail) (USD $) | Jun. 30, 2014 | Dec. 31, 2013 |
| Schedule of Held-to-maturity Securities [Line Items] | ' | ' |
| Fair Value | $125,054,930 | $125,010,166 |
| U.S. Treasury Securities [Member] | ' | ' |
| Schedule of Held-to-maturity Securities [Line Items] | ' | ' |
| Carrying Amount | 125,045,968 | 125,015,116 |
| Gross Unrealized Holding Gain | 8,962 | ' |
| Gross Unrealized Holding Loss | ' | 4,950 |
| Fair Value | $125,054,930 | $125,010,166 |
Fair_Value_Measurements_Schedu
| Fair Value Measurements - Schedule of Assets Measured at Fair Value on Recurring Basis (Detail) (USD $) | Jun. 30, 2014 | Dec. 31, 2013 |
| Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
| Investments and cash held in Trust Account | $125,054,930 | $125,010,166 |
| Quoted Prices in Active Markets (Level 1)[Member] | ' | ' |
| Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
| Investments and cash held in Trust Account | 125,054,930 | 125,010,166 |
| Significant Other Observable Inputs (Level 2)[Member] | ' | ' |
| Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
| Investments and cash held in Trust Account | 0 | 0 |
| Significant Other Unobservable Inputs (Level 3)[Member] | ' | ' |
| Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' |
| Investments and cash held in Trust Account | $0 | $0 |
Stockholders_Equity_Additional
| Stockholders' Equity - Additional Information (Detail) | Jun. 30, 2014 | Dec. 31, 2013 |
| Class of Stock [Line Items] | ' | ' |
| Common stock, shares authorized | 400,000,000 | 400,000,000 |
| Common Stock, Shares, Outstanding | 4,016,728 | 3,978,096 |
| Common stock, shares subject to redemption | 11,608,272 | 11,646,904 |
| Preferred shares, authorized | 1,000,000 | 1,000,000 |
| Common Stock [Member] | ' | ' |
| Class of Stock [Line Items] | ' | ' |
| Common Stock, Shares, Outstanding | 15,625,000 | 15,625,000 |