ROI Acquisition Corp. II (ROIQ) 10-Q 16 Nov 15 2015 Q3 Quarterly report Financial data

Document And Entity Information

Document And Entity Information - shares	9 Months Ended
	Sep. 30, 2015	Nov. 06, 2015
Document Information [Line Items]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Sep. 30, 2015
Document Fiscal Year Focus	2,015
Document Fiscal Period Focus	Q3
Entity Registrant Name	ROI Acquisition Corp. II
Entity Central Index Key	1,581,607
Current Fiscal Year End Date	--12-31
Entity Filer Category	Accelerated Filer
Trading Symbol	ROIQ
Entity Common Stock, Shares Outstanding		3,125,000

Condensed Interim Balance Sheet

Condensed Interim Balance Sheets - USD ($)	Sep. 30, 2015	Dec. 31, 2014
Current assets:
Cash and cash equivalents	$ 142,267	$ 352,218
Investments and cash held in Trust Account	92,938,799	0
Total current assets	93,081,066	352,218
Noncurrent assets:
Investments and cash held in Trust Account	0	125,073,277
Total assets	93,081,066	125,425,495
Current liabilities:
Accounts payable and accrued expenses	1,631,988	152,227
Franchise tax accrual	293,862	158,862
Common stock to be redeemed, 9,284,472 shares at $10.00 as of September 30, 2015	92,844,720	0
Total current liabilities	94,770,570	311,089
Deferred underwriter fee	0	4,375,000
Total liabilities	$ 94,770,570	$ 4,686,089
Commitments and Contingencies
Common stock subject to possible redemption; 11,573,940 shares at $10.00 as of December 31, 2014	$ 0	$ 115,739,399
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; 3,125,000 and 4,051,060 shares issued and outstanding (excluding 9,284,472 and 11,573,940 shares subject to possible redemption) at September 30, 2015 and December 31, 2014, respectively	312	404
Additional paid-in capital	1,195,560	5,921,069
Accumulated deficit	(2,885,376)	(921,466)
Total stockholders’ equity (deficit)	(1,689,504)	5,000,007
Total liabilities and stockholders’ equity (deficit)	$ 93,081,066	$ 125,425,495

Condensed Interim Balance Shee3

Condensed Interim Balance Sheets (Parenthetical) - $ / shares	Sep. 30, 2015	Dec. 31, 2014
Common stock subject to possible redemption, shares	9,284,472	11,573,940
Common stock subject to possible redemption, redemption value per share	$ 10	$ 10
Temporary Equity, Shares Issued		11,573,940
Temporary Equity, Par or Stated Value Per Share		$ 10
Preferred stock, par value	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	1,000,000	1,000,000
Preferred stock, shares issued	0	0
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	400,000,000	400,000,000
Common stock, shares issued	3,125,000	4,051,060
Common stock, shares outstanding	3,125,000	4,051,060

Condensed Interim Statements of

Condensed Interim Statements of Operations - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2015	Sep. 30, 2014	Sep. 30, 2015	Sep. 30, 2014
Revenue	$ 0	$ 0	$ 0	$ 0
Formation and operating costs	994,746	112,357	1,849,712	439,646
State franchise taxes, other than income tax	45,000	45,000	135,000	136,894
Loss from operations	(1,039,746)	(157,357)	(1,984,712)	(576,540)
Other income - Interest income	3,997	16,432	20,802	49,289
Net loss attributed to common shares outstanding	$ (1,035,749)	$ (140,925)	$ (1,963,910)	$ (527,251)
Weighted average number of common shares outstanding, basic and diluted (excluding shares subject to possible redemption)	4,117,207	3,771,440	4,081,774	3,999,373
Net loss per common share outstanding, basic and diluted	$ (0.25)	$ (0.01)	$ (0.48)	$ (0.13)

Condensed Interim Statements o5

Condensed Interim Statements of Cash Flows - USD ($)	9 Months Ended
	Sep. 30, 2015	Sep. 30, 2014
Cash flows from operating activities
Net loss	$ (1,963,910)	$ (527,251)
Adjustment to reconcile net loss to net cash used in operating activities:
Share-based payment to employee by Initial Stockholders	160,000	0
Changes in operating assets and liabilities:
Accounts payable and accrued expenses	1,479,761	88,594
Franchise tax accrual	135,000	62,862
Net cash used in operating activities	(189,149)	(375,795)
Cash flows from investing activities
Interest on Trust Account	(20,802)	(47,294)
Proceeds released from Trust Account	32,155,280	0
Net cash provided by (used in) investing activities	32,134,478	(47,294)
Cash flows from financing activities
Payment of offering costs	0	(17,500)
Redemption of common stock, 3,215,528 shares	(32,155,280)	0
Net cash used in financing activities	(32,155,280)	(17,500)
Net decrease in cash and cash equivalents	(209,951)	(440,589)
Cash and cash equivalents, beginning of period	352,218	961,544
Cash and cash equivalents, end of period	$ 142,267	$ 520,955

Condensed Interim Statements o6

Condensed Interim Statements of Cash Flows (Parenthetical) - shares	1 Months Ended	3 Months Ended	9 Months Ended
	Sep. 18, 2015	Sep. 30, 2015	Sep. 30, 2015	Sep. 30, 2014
Stock Redeemed or Called During Period, Shares	3,215,528	3,215,528	3,215,528	3,215,528

Condensed Interim Statement of

Condensed Interim Statement of Changes in Stockholders’ Equity (Deficit) - 9 months ended Sep. 30, 2015 - USD ($)	Total	Common Stock [Member]	Additional Paid-in Capital [Member]	Accumulated Deficit [Member]
Beginning Balance at Dec. 31, 2014	$ 5,000,007	$ 404	$ 5,921,069	$ (921,466)
Beginning Balance (in shares) at Dec. 31, 2014		4,051,060
Change in shares subject to forfeiture	(9,260,601)	$ (92)	(9,260,509)
Change in shares subject to forfeiture (in shares)		(926,060)
Elimination of deferred underwriters’ fees	4,375,000		4,375,000
Share-based compensation	160,000		160,000
Net loss for the period ended September 30, 2015	(1,963,910)			(1,963,910)
Ending Balance at Sep. 30, 2015	$ (1,689,504)	$ 312	$ 1,195,560	$ (2,885,376)
Ending Balance (in shares) at Sep. 30, 2015		3,125,000

Interim Financial Information

Interim Financial Information	9 Months Ended
	Sep. 30, 2015
Quarterly Financial Information Disclosure [Abstract]
Interim Financial Information	Note 1. Interim Financial Information The accompanying unaudited condensed interim financial statements of ROI Acquisition Corp. II (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 United States Securities and Exchange Commission (the “SEC”) on March 16, 2015. The accompanying condensed interim 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 September 30, 2015, and the results of operations for the three- and nine-month periods ended September 30, 2015 and September 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 the 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 Opera

Organization and Business Operations	9 Months Ended
	Sep. 30, 2015
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 (“Business Combination”). The Company has neither engaged in any operations nor generated significant revenue to date. Pursuant to the Company’s amended and restated certificate of incorporation, the Company had until October 26, 2015 to complete a Business Combination. As more fully described in Note 11 – “Subsequent Events,” on November 2, 2015, the Company, Ascend Telecom Infrastructure Private Limited, Ascend Telecom Holdings Limited and NSR-PE Mauritius LLC terminated the Agreement and Plan of Merger, dated as of July 23, 2015 (the “Merger Agreement”), by and among the Company, Ascend Telecom Infrastructure Private Limited, Ascend Telecom Holdings Limited (“Ascend Holdings”) and NSR-PE Mauritius LLC pursuant to a Termination Agreement (the “Termination Agreement”). As a result, the Company did not complete a Business Combination before October 26, 2015 and was required to liquidate its Trust Account (as defined below). In connection with a shareholder meeting of stockholders held on September 18, 2015 to approve an extension request, 3,215,528 32,155,280 Financing On September 20, 2013, the Company consummated an initial public offering (the “Public Offering”) and a concurrent private placement. Approximately $ 125,000,000 Trust Account During the life of the Trust Account, the funds in the Trust Account could 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 October 26, 2015. The Company did not complete a Business Combination by October 26, 2015. As a result, the funds held in trust have been released in connection with the redemption of 100% of the shares of common stock included in the units sold in the Public Offering. Business Combination A Business Combination was subject to the following size, focus and stockholder approval provisions: Size/Control 80 Focus Tender Offer/Stockholder Approval 5,000,001 The Company initially intended to seek stockholder approval of its previously announced proposed business combination with Ascend Telecom Holdings Limited, but, in connection with the termination of the Merger Agreement, elected to cancel the special meeting of stockholders. Regardless of whether the Company held a stockholder vote or a tender offer in connection with a Business Combination, a public stockholder would have had 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 were recorded at conversion/tender value and prior to September 30, 2015 were classified as temporary equity upon the completion of the Public Offering, in accordance with Financial Accounting Standards Board Accounting Standards Codification (“FASB ASC”) 480, “Distinguishing Liabilities from Equity.” As of September 30, 2015, the amounts were reclassified from temporary equity to current liabilities as the underlying common stock was redeemed in October 2015, before the financial statements were available for issuance. Going Concern Consideration Since the Company did not complete a Business Combination by October 26, 2015, the Company was required to (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. This mandatory liquidation and subsequent dissolution requirement raises substantial doubt about the Company’s ability to continue as a going concern. As of September 30, 2015, the Company has a working capital deficit of $1,689,504 and will be in need of additional funds in order to meet its current obligations. As noted above, the Company liquidated the Trust Account on October 29, 2015. The per share value of the residual assets that were distributed in connection with this liquidation (including Trust Account assets) was approximately equal to the initial public offering price per share in the Public Offering. 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 Accounti

Summary of Significant Accounting Policies	9 Months Ended
	Sep. 30, 2015
Accounting Policies [Abstract]
Summary of Significant Accounting Policies	Note 3. Summary of Significant Accounting Policies The accompanying condensed interim financial statements of the Company are presented in U.S. dollars in conformity with GAAP and pursuant to the rules and regulations of the SEC. As discussed in Note 4, all of the 12,500,000 The Company recognizes changes in redemption value immediately as they occur and adjusts 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 December 31, 2014, 11,573,940 3,215,528 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 September 30, 2015 and December 31, 2014, the Company had outstanding warrants to purchase 10,250,000 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 condensed interim financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. 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 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 September 30, 2015 and December 31, 2014. 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 September 30, 2015 and December 31, 2014. 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. 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 condensed interim balance sheets. In June 2014, FASB issued Accounting Standards Update (“ASU”) No. 2014-10, which eliminated certain financial reporting requirements of companies previously identified as “Development Stage Entities” (Topic 915). The amendments in this ASU simplify accounting guidance by removing all incremental financial reporting requirements for development stage entities. The amendments also reduce data maintenance and, for those entities subject to audit, audit costs by eliminating the requirement for development stage entities to present inception-to-date information in the statements of income, cash flows, and stockholder equity. Early application of each of the amendments is permitted for any annual reporting period or interim period for which the entity’s balance sheet has not yet been issued (public business entities) or made available for issuance (other entities). Upon adoption, entities will no longer present or disclose any information required by Topic 915. For public business entities, those amendments are effective for annual reporting periods beginning after December 15, 2014, and interim periods therein. The Company adopted ASU 2014-10 effective January 1, 2015. Adoption of this standard had no impact on the Company's financial position, results of operations or cash flows; however, the presentation of the accompanying condensed interim financial statements does not present the disclosures that are no longer required. Management does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s condensed interim financial statements.

Public Offering

Public Offering	9 Months Ended
	Sep. 30, 2015
Public Offering [Abstract]
Public Offering	Note 4. Public Offering Public Units On September 20, 2013, the Company sold 12,500,000 10.00 0.0001 Under the terms of a warrant agreement relating to the Public Warrants (the “Warrant Agreement”), the Company 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 5.75 11.50 Each Public Warrant would have become exercisable 30 days after the completion of the Company’s Business Combination. since the Company did not complete a Business Combination on or prior to October 26, 2015, the Public Warrants have expired. Registration Risk Accounting Underwriting Agreement — The Company paid an upfront underwriting discount of $ 0.20 2,500,000 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).

Related Party Transactions

Related Party Transactions	9 Months Ended
	Sep. 30, 2015
Related Party Transactions [Abstract]
Related Party Transactions	Note 5. Related Party Transactions Founder Shares 3,593,750 25,000 0.007 171,875 Forfeiture 468,750 3,125,000 20 Rights Voting Liquidation Private Placement Warrants On September 20, 2013, the Sponsor purchased from the Company an aggregate of 8,000,000 0.50 4.0 5.75 11.50 4.0 The Private Placement Warrants (including the common stock issuable upon exercise of the Private Placement Warrants) were not transferable, assignable or salable until 30 days after the completion of the Business Combination, and they were non-redeemable so long as they were held by the initial purchasers of the Private Placement Warrants or their permitted transferees. If the Private Placement Warrants were held by someone other than the initial purchasers of the Private Placement Warrants or their permitted transferees, the Private Placement Warrants would have been redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants. Otherwise, the Private Placement Warrants had terms and provisions that were identical to those of the Public Warrants and had no net cash settlement provisions. Since the Company did not complete a Business Combination, the proceeds from the sale of the Private Placement Warrants were part of the liquidating distribution to the public stockholders, and the Private Placement Warrants have expired worthless.

Other Related Party Transaction

Other Related Party Transactions	9 Months Ended
	Sep. 30, 2015
Other Related Party Transactions [Abstract]
Other Related Party Transactions	Note 6. Other Related Party Transactions Administrative Services The Company entered into an Administrative Services Agreement with the Clinton Group, Inc., pursuant to which the Company paid the Clinton Group, Inc. a total of $ 10,000 30,000 90,000 80,000

Income Taxes

Income Taxes	9 Months Ended
	Sep. 30, 2015
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 September 30, 2015. 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 three and nine-month periods ended September 30, 2015 and September 30, 2014. The Company has been subject to income tax examinations by major taxing authorities since inception. At September 30, 2015 and December 31, 2014, the Company had approximately $ 1,010,000 323,000 129,000 82,000 2033 881,000 241,000 1,010,000 323,000 35 2,517,000 368,000 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 and Cash E

Investments and Cash and Cash Equivalents Held in Trust	9 Months Ended
	Sep. 30, 2015
Investments All Other Investments [Abstract]
Investments and Cash and Cash Equivalents Held in Trust	Note 8. Investments and Cash and Cash Equivalents Held in Trust As of September 30, 2015, the Company’s Trust Account consists of $ 92,938,799 125,071,039 2,238 Gross Carrying Unrealized Amount at Holding December 31, 2014 Gain Fair Value Held-to-maturity: U.S. Treasury Securities $ 125,071,039 $ 5,205 $ 125,076,244

Fair Value Measurements

Fair Value Measurements	9 Months Ended
	Sep. 30, 2015
Fair Value Disclosures [Abstract]
Fair Value Measurements	Note 9. Fair Value Measurements The Company has adopted FASB ASC 820 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. The adoption of FASB ASC 820 did not have an impact on the Company’s financial position or results of operations. The following tables present information about the Company’s assets that are measured at fair value on a recurring basis as of September 30, 2015 and December 31, 2014, 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. Significant Other Observable Inputs Significant Other Unobservable Inputs Description September 30, 2015 Quoted Prices in Active Markets (Level 1) (Level 2) (Level 3) Cash equivalents held in Trust Account $ 92,938,799 $ 92,938,799 $ — $ — Quoted Significant Significant Prices in Other Other Active Observable Unobservable December 31, Markets Inputs Inputs Description 2014 (Level 1) (Level 2) (Level 3) Investments and cash held in Trust Account $ 125,076,244 $ 125,076,244 $ — $ — 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	9 Months Ended
	Sep. 30, 2015
Equity [Abstract]
Stockholder's Equity	Note 10. Stockholders’ Equity Common Stock 400,000,000 12,409,472 9,284,472 3,215,528 9,284,472 15,625,000 11,573,940 Preferred Shares 1,000,000

Subsequent Events

Subsequent Events	9 Months Ended
	Sep. 30, 2015
Subsequent Events [Abstract]
Subsequent Events	Note 11. Subsequent Events On November 2, 2015, the Company, Ascend Telecom Infrastructure Private Limited, Ascend Holdings and NSR-PE Mauritius LLC terminated the Merger Agreement pursuant to the Termination Agreement. Since the Company did not complete a Business Combination before October 26, 2015, the funds held in the Trust Account were released in connection with the redemption of 100

Summary of Significant Accoun19

Summary of Significant Accounting Policies (Policies)	9 Months Ended
	Sep. 30, 2015
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 GAAP and pursuant to the rules and regulations of the SEC.
Redeemable Common Stock	Redeemable Common Stock As discussed in Note 4, all of the 12,500,000 The Company recognizes changes in redemption value immediately as they occur and adjusts 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 December 31, 2014, 11,573,940 3,215,528
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 September 30, 2015 and December 31, 2014, the Company had outstanding warrants to purchase 10,250,000
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 condensed interim 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
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 September 30, 2015 and December 31, 2014. 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 September 30, 2015 and December 31, 2014. 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.
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 condensed interim balance sheets.
Recent Accounting Pronouncements	Recent Accounting Pronouncements In June 2014, FASB issued Accounting Standards Update (“ASU”) No. 2014-10, which eliminated certain financial reporting requirements of companies previously identified as “Development Stage Entities” (Topic 915). The amendments in this ASU simplify accounting guidance by removing all incremental financial reporting requirements for development stage entities. The amendments also reduce data maintenance and, for those entities subject to audit, audit costs by eliminating the requirement for development stage entities to present inception-to-date information in the statements of income, cash flows, and stockholder equity. Early application of each of the amendments is permitted for any annual reporting period or interim period for which the entity’s balance sheet has not yet been issued (public business entities) or made available for issuance (other entities). Upon adoption, entities will no longer present or disclose any information required by Topic 915. For public business entities, those amendments are effective for annual reporting periods beginning after December 15, 2014, and interim periods therein. The Company adopted ASU 2014-10 effective January 1, 2015. Adoption of this standard had no impact on the Company's financial position, results of operations or cash flows; however, the presentation of the accompanying condensed interim financial statements does not present the disclosures that are no longer required. Management does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s condensed interim financial statements.

Investments and Cash and Cash20

Investments and Cash and Cash Equivalents Held in Trust (Tables)	9 Months Ended
	Sep. 30, 2015
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 December 31, 2014 is as follows: Gross Carrying Unrealized Amount at Holding December 31, 2014 Gain Fair Value Held-to-maturity: U.S. Treasury Securities $ 125,071,039 $ 5,205 $ 125,076,244

Fair Value Measurements (Tables

Fair Value Measurements (Tables)	9 Months Ended
	Sep. 30, 2015
Fair Value Disclosures [Abstract]
Schedule of Assets Measured at Fair Value on Recurring Basis	Significant Other Observable Inputs Significant Other Unobservable Inputs Description September 30, 2015 Quoted Prices in Active Markets (Level 1) (Level 2) (Level 3) Cash equivalents held in Trust Account $ 92,938,799 $ 92,938,799 $ — $ — Quoted Significant Significant Prices in Other Other Active Observable Unobservable December 31, Markets Inputs Inputs Description 2014 (Level 1) (Level 2) (Level 3) Investments and cash held in Trust Account $ 125,076,244 $ 125,076,244 $ — $ —

Organization and Business Ope22

Organization and Business Operations - Additional Information (Detail) - USD ($)	1 Months Ended	3 Months Ended	9 Months Ended
	Sep. 18, 2015	Sep. 30, 2015	Sep. 30, 2015	Sep. 30, 2014	Dec. 31, 2014	Sep. 20, 2013
Amount placed in Continental Stock Transfer & Trust Company account		$ 92,938,799	$ 92,938,799		$ 125,076,244	$ 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 Companys 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 October 26, 2015. The Company did not complete a Business Combination by October 26, 2015. As a result, the funds held in trust have been released in connection with the redemption of 100% of the shares of common stock included in the units sold in the Public Offering.
Minimum fair market value of target business as a percentage of assets held in Trust		80.00%	80.00%
Minimum value of net tangible assets, at which shares will be redeemed		$ 5,000,001	$ 5,000,001
Liquidation condition			Since the Company did not complete a Business Combination by October 26, 2015, the Company was required to (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 Companys remaining stockholders and the Companys board of directors, dissolve and liquidate, subject in each case to the Companys obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. This mandatory liquidation and subsequent dissolution requirement raises substantial doubt about the Companys ability to continue as a going concern. As of September 30, 2015, the Company has a working capital deficit of $1,689,504 and will be in need of additional funds in order to meet its current obligations.
Proceeds Released from Trust Account	$ 32,155,280		$ 32,155,280	$ 0
Stock Redeemed or Called During Period, Shares	3,215,528	3,215,528	3,215,528	3,215,528

Summary of Significant Accoun23

Summary of Significant Accounting Policies - Additional Information (Detail) - USD ($)	9 Months Ended
	Sep. 30, 2015	Dec. 31, 2014
Number of shares sold in Public Offering	12,500,000
Public shares classified outside of permanent equity	9,284,472	11,573,940
Outstanding warrants to purchase common stock, shares	10,250,000	10,250,000
Federal depository insurance coverage amount	$ 250,000
Financial Instruments Subject to Mandatory Redemption, Settlement Terms, Number of Shares	3,215,528

Public Offering - Additional In

Public Offering - Additional Information (Detail)	1 Months Ended	9 Months Ended
	Sep. 20, 2013$ / sharesshares	Sep. 30, 2015USD ($)$ / shares$ / HalfShare	Dec. 31, 2014$ / shares
Initial Public Offering [Line Items]
Number of shares sold in Public Offering | shares	12,500,000
Common stock, par value per share		$ 0.0001	$ 0.0001
Warrant, exercisable condition		Each Public Warrant would have become exercisable 30 days after the completion of the Companys Business Combination.
Warrant, expiration period		since the Company did not complete a Business Combination on or prior to October 26, 2015, the Public Warrants have expired.
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).
Share Price	$ 10
Public Shares [Member]
Initial Public Offering [Line Items]
Common stock, par value per share	$ 0.0001
Public Warrants [Member]
Initial Public Offering [Line Items]
One-half of one share of common stock price | $ / HalfShare		5.75
Price of per share for whole share		$ 11.50

Related Party Transactions - Ad

Related Party Transactions - Additional Information (Detail)	1 Months Ended	9 Months Ended
	Sep. 20, 2013USD ($)$ / sharesshares	Sep. 30, 2015USD ($)shares	Dec. 31, 2014USD ($)shares	Aug. 22, 2013$ / sharesshares	Jun. 28, 2013USD ($)$ / sharesshares
Related Party Transaction [Line Items]
Common stock, shares issued | shares		3,125,000	4,051,060
Common stock, value | $		$ 312	$ 404
Shares forfeited by Sponsor | shares	468,750
Number of shares held by the Stockholders after forfeiture | shares		3,125,000
Percentage of shares held by the Stockholders on issued and outstanding shares		20.00%
Private Placement Warrants [Member]
Related Party Transaction [Line Items]
Aggregate number of warrants purchased	8,000,000
Aggregate price of warrants | $	$ 4,000,000
Purchase one-half of one share of common stock	$ 5.75
Price of per share for whole share	11.50
Class of Warrant or Right, Exercise Price of Warrants or Rights	$ 0.50
Private Placement Warrants [Member] | Clinton Magnolia Master Fund Ltd., [Member]
Related Party Transaction [Line Items]
Aggregate price of warrants | $	$ 4,000,000
Founder Shares [Member]
Related Party Transaction [Line Items]
Common stock, shares issued | shares					3,593,750
Common stock, value | $					$ 25,000
Sale of common stock, price per share					$ 0.007
Thomas J. Baldwin [Member]
Related Party Transaction [Line Items]
Common stock, shares issued | shares				171,875
Sale of common stock, price per share				$ 1,195.65

Other Related Party Transacti26

Other Related Party Transactions - Additional Information (Detail) - USD ($)	3 Months Ended	9 Months Ended
	Sep. 30, 2015	Sep. 30, 2015	Sep. 30, 2014	Dec. 31, 2014
Related Party Transaction [Line Items]
Administrative services cost	$ 30,000		$ 90,000
Accounts payable and accrued expenses	1,631,988	$ 1,631,988		$ 152,227
Administrative Services Agreement [Member]
Related Party Transaction [Line Items]
Accounts payable and accrued expenses	$ 80,000	80,000
Clinton Group, Inc [Member]
Related Party Transaction [Line Items]
Administrative services cost		$ 10,000

Income Taxes - Additional Infor

Income Taxes - Additional Information (Detail) - USD ($)	9 Months Ended
	Sep. 30, 2015	Dec. 31, 2014
Income Taxes [Line Items]
Valuation allowance	$ 1,010,000	$ 323,000
Effective Income Tax Rate Reconciliation, State and Local Income Taxes, Percent	35.00%
Effective Income Tax Rate Reconciliation, State and Local Income Taxes, Amount	$ 2,517,000
Deferred Tax Assets, Operating Loss Carryforwards, Total	$ 129,000	82,000
Deferred Tax Assets Net Operating Loss Expiration Period	2,033
Deferred Tax Assets, Gross	$ 1,010,000	323,000
Deferred Tax Assets Amortizable Start Up Costs	881,000	$ 241,000
Deferred Tax Assets, Operating Loss Carryforwards, State and Local	$ 368,000

Investments and Cash and Cash28

Investments and Cash and Cash Equivalents Held in Trust - Additional Information (Detail) - USD ($)	Sep. 30, 2015	Dec. 31, 2014
Investment Holdings [Line Items]
Cash equivalents held in Trust Account		$ 2,238
U.S. Treasury Securities [Member]
Investment Holdings [Line Items]
Assets Held-in-trust, Current	$ 92,938,799
Assets Held-in-trust, Noncurrent		$ 125,071,039

Investments and Cash and Cash29

Investments and Cash and Cash Equivalents Held in Trust - Schedule of Held to Maturity Securities (Detail) - U.S. Treasury Securities [Member]	Dec. 31, 2014USD ($)
Schedule of Held-to-maturity Securities [Line Items]
Assets Held-in-trust, Noncurrent	$ 125,071,039
Gross Unrealized Holding Gain	5,205
Fair Value	$ 125,076,244

Fair Value Measurements - Sched

Fair Value Measurements - Schedule of Assets Measured at Fair Value on Recurring Basis (Detail) - USD ($)	Sep. 30, 2015	Dec. 31, 2014	Sep. 20, 2013
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash equivalents held in Trust Account	$ 92,938,799	$ 125,076,244	$ 125,000,000
Quoted Prices in Active Markets (Level 1)[Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash equivalents held in Trust Account	92,938,799	125,076,244
Significant Other Observable Inputs (Level 2)[Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash equivalents held in Trust Account	0	0
Significant Other Unobservable Inputs (Level 3)[Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Cash equivalents held in Trust Account	$ 0	$ 0

Stockholders' Equity - Addition

Stockholders' Equity - Additional Information (Detail) - USD ($)	1 Months Ended		3 Months Ended	9 Months Ended
	Oct. 31, 2015	Sep. 18, 2015	Sep. 30, 2015	Sep. 30, 2015	Sep. 30, 2014	Dec. 31, 2014
Class of Stock [Line Items]
Common stock, shares authorized			400,000,000	400,000,000		400,000,000
Preferred shares, authorized			1,000,000	1,000,000		1,000,000
Common Stock Outstanding Including Possible Redemption						11,573,940
Preferred Stock Shares Issued			0	0		0
Stock Redeemed or Called During Period, Shares		3,215,528	3,215,528	3,215,528	3,215,528
Temporary Equity Shares Outstanding			9,284,472	9,284,472		11,573,940
Common Stock Outstanding, Including Shares Subject To Possible Redemption				$ 12,409,472	$ 15,625,000
Subsequent Event [Member]
Class of Stock [Line Items]
Stock Redeemed or Called During Period, Shares	9,284,472

Subsequent Events - Additional

Subsequent Events - Additional Information (Detail)	Oct. 26, 2015
Subsequent Event [Member]
Subsequent Event [Line Items]
Common Stock redemption percentage	100.00%