STG 10-Q 13 Nov 15 2015 Q3 Quarterly report Financial data

Document And Entity Information

Document And Entity Information - shares	9 Months Ended
	Sep. 30, 2015	Nov. 13, 2015
Document Information [Line Items]
Entity Registrant Name	Global Defense & National Security Systems, Inc.
Entity Central Index Key	1,583,513
Current Fiscal Year End Date	--12-31
Entity Filer Category	Smaller Reporting Company
Trading Symbol	GDEF
Entity Common Stock, Shares Outstanding		5,539,530
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Sep. 30, 2015
Document Fiscal Period Focus	Q3
Document Fiscal Year Focus	2,015

CONDENSED BALANCE SHEETS

CONDENSED BALANCE SHEETS - USD ($)	Sep. 30, 2015	Dec. 31, 2014
Current assets:
Cash	$ 226,141	$ 410,261
Prepaid insurance	20,000	44,884
Total current assets	246,141	455,145
Cash and investments held in Trust Account	63,913,876	72,833,815
Total assets	64,160,017	73,288,960
Current liabilities:
Accounts payable and accrued expenses	2,345,862	257,575
Convertible promissory note to affiliate	2,607,053	1,263,263
Due to affiliate	1,464,876	248,536
Total current liabilities	6,417,791	1,769,374
Deferred underwriters' fees	1,897,500	1,897,500
Total liabilities	8,315,291	3,666,874
Common stock subject to possible redemption: 4,792,150 shares (at redemption value) at September 30, 2015 (6,125,315 shares at December 31, 2014)	50,844,725	64,622,085
Stockholders' equity
Common stock, $.0001 par value, 100,000,000 shares authorized; 3,956,503 and 3,499,410 shares issued and outstanding (excluding 4,792,150 and 6,125,315 shares subject to possible redemption) at September 30, 2015 and December 31, 2014, respectively	396	350
Additional paid-in capital	11,742,179	7,207,424
Accumulated deficit	(6,742,574)	(2,207,773)
Total stockholders’ equity	5,000,001	5,000,001
Total liabilities and stockholders’ equity	$ 64,160,017	$ 73,288,960

CONDENSED BALANCE SHEETS _Paren

CONDENSED BALANCE SHEETS [Parenthetical] - $ / shares	Sep. 30, 2015	Dec. 31, 2014
Common stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Common Stock, Shares Authorized	100,000,000	100,000,000
Common Stock, Shares, Issued	3,956,503	3,499,410
Common Stock, Shares, Outstanding	3,956,503	3,499,410
Temporary Equity, Shares Outstanding	4,792,150	6,125,315

CONDENSED STATEMENTS OF OPERATI

CONDENSED 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
General and administrative expenses	1,736,996	364,069	4,536,207	1,727,124
Loss from operations	(1,736,996)	(364,069)	(4,536,207)	(1,727,124)
Interest income	0	112	1,406	23,492
Loss before provision for income taxes	(1,736,996)	(363,957)	(4,534,801)	(1,703,632)
Provision for income taxes	0	0	0	0
Net loss attributable to common stock not subject to possible redemption	$ (1,736,996)	$ (363,957)	$ (4,534,801)	$ (1,703,632)
Weighted average number of common shares, excluding shares subject to possible redemption - basic and diluted	3,806,603	3,445,303	3,601,641	3,378,610
Net loss per common share, excluding shares subject to possible redemption - basic and diluted	$ (0.46)	$ (0.11)	$ (1.20)	$ (0.50)

CONDENSED STATEMENT OF CHANGES

CONDENSED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY - USD ($)	Total	Common Stock [Member]	Additional Paid-in Capital [Member]	Accumulated Deficit [Member]
Balances at Dec. 31, 2013	$ 5,000,001	$ 329	$ 5,084,805	$ (85,133)
Balances (in shares) at Dec. 31, 2013		3,298,212
Decrease in carrying amount of redeemable shares subject to possible redemption	1,703,632	$ 17	1,703,615	0
Decrease in carrying amount of redeemable shares subject to possible redemption (in shares)		161,482
Net loss attributable to common stock not subject to possible redemption	(1,703,632)			(1,703,632)
Balances at Sep. 30, 2014	5,000,001	$ 346	6,788,420	(1,788,765)
Balances (in shares) at Sep. 30, 2014		3,459,694
Balances at Dec. 31, 2014	5,000,001	$ 350	7,207,424	(2,207,773)
Balances (in shares) at Dec. 31, 2014		3,499,410
Decrease in carrying amount of redeemable shares subject to possible redemption	4,534,801	$ 46	4,534,755	0
Decrease in carrying amount of redeemable shares subject to possible redemption (in shares)		457,093
Net loss attributable to common stock not subject to possible redemption	(4,534,801)			(4,534,801)
Balances at Sep. 30, 2015	$ 5,000,001	$ 396	$ 11,742,179	$ (6,742,574)
Balances (in shares) at Sep. 30, 2015		3,956,503

CONDENSED STATEMENT OF CHANGES6

CONDENSED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY [Parenthetical] - shares	Sep. 30, 2015	Dec. 31, 2014	Sep. 30, 2014
Temporary Equity, Shares Outstanding	4,792,150	6,125,315	6,199,529

CONDENSED STATEMENTS OF CASH FL

CONDENSED STATEMENTS OF CASH FLOWS - USD ($)	9 Months Ended
	Sep. 30, 2015	Sep. 30, 2014
Cash Flows From Operating Activities:
Net loss	$ (4,534,801)	$ (1,703,632)
Adjustments to reconcile net loss to net cash used in operating activities:
Interest on Trust Account	(1,406)	(23,492)
Change in operating assets and liabilities:
Prepaid insurance	24,884	114,491
Accounts payable and accrued expenses	2,088,288	185,248
Due to affiliate	1,216,340	63,268
Net cash used in operating activities	(1,206,695)	(1,364,117)
Cash Flows from Investing Activities:
Cash released from Trust Account for redemptions	9,242,560	0
Increase in cash and investments held in Trust Account	(361,436)	0
Interest released from Trust to pay Franchise taxes	40,221	0
Net cash provided by investing activities	8,921,345	0
Cash Flows from Financing Activities:
Redemptions paid	(9,242,560)
Proceeds from convertible promissory note to affiliate	1,343,790	1,263,263
Net cash provided by financing activities	(7,898,770)	1,263,263
Decrease in cash	(184,120)	(100,854)
Cash at beginning of period	410,261	827,541
Cash at end of period	226,141	726,687
Supplemental Disclosure of Cash Flow Information:
Cash paid for Franchise taxes	$ 109,080	$ 55,182

DESCRIPTION OF ORGANIZATION AND

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS	9 Months Ended
	Sep. 30, 2015
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Organization, Consolidation and Presentation of Financial Statements Disclosure [Text Block]	1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Global Defense & National Security Systems, Inc. (the “Company”) is an organized blank check company incorporated in Delaware on July 3, 2013. The Company was formed for the purpose of acquiring, through a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, exchangeable share transaction or other similar business transaction, one or more operating businesses or assets (“Business combination”). At September 30, 2015, the Company had not commenced any operations. All activity through September 30, 2015, relates to the Company’s formation, the initial public offering (“Public Offering”) described below in Note 3, activities relating to identifying and evaluating prospective Business Combination candidates and activities relating to general corporate matters. The registration statement for the Public Offering was declared effective on October 24, 2013. The Company consummated the Public Offering on October 29, 2013 and received net proceeds of approximately $ 73,545,000 7,215,000 721,500 The underwriters also exercised their over-allotment option on consummation of the Public Offering on October 29, 2013. The above net proceeds include $ 9,495,000 765,000 The Company’s management has broad discretion with respect to the specific application of the net proceeds of its Public Offering (as defined in Note 3 below), although substantially all of the net proceeds of the Public Offering are intended to be generally applied toward consummating a Business Combination. Furthermore, there is no assurance that the Company will be able to successfully effect a Business Combination. As of September 30, 2015, net proceeds of $ 63,913,876 On May 20, 2015, the Company received written notice from the Staff of the Listing Qualifications Department (the “Staff”) of NASDAQ that based on the Company’s continued non-compliance with the minimum round lot shareholder requirement set forth in NASDAQ Listing Rule 5550(a)(3), the Staff determined to delist the Company’s securities. Following a hearing on June 18, 2015, the NASDAQ Listing Qualifications Panel granted the Company an extension until November 16, 2015 to meet the minimum round lot share requirement. On July 17, 2015, the Company held a special meeting of stockholders (the “July Extension Meeting”). At the July Extension Meeting, the stockholders approved amendments to the Company’s amended and restated certificate of incorporation to extend the date by which the Company must consummate its initial business combination from July 24, 2015 to October 24, 2015. In accordance with our amended and restated certificate of incorporation, in connection with the July Extension Meeting and the approval of the amendments to the Company’s amended and restated certificate of incorporation, our public stockholders were entitled to redeem their Common Stock for cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account, including any amounts representing interest earned on the Trust Account, less any interest released to the Company to pay franchise or income taxes. Our stockholders redeemed 876,072 10.55 9,242,560 361,436 0.06 The note will be repaid on the earlier of (1) November 24, 2015 (or, if the proposal to amend and restate our amended and restated certificate of incorporation to extend the amount of time we have to complete our business combination, which will be considered at a special meeting of our stockholders to be held on November 23, 2015 (the “Extension Proposal”), is approved, December 24, 2015), or (2) immediately following consummation of the Company’s initial Business Combination. 63,913,876 10.61 On October 23, 2015, the Company held an additional special meeting of stockholders (the “October Extension Meeting”). At the October Extension Meeting, the stockholders approved amendments to the Company’s amended and restated certificate of incorporation to extend the date by which the Company must consummate its initial business combination from October 24, 2015 to November 24, 2015 (or, if the Extension Proposal is approved, December 24, 2015), and our public stockholders were entitled to redeem their Common Stock for cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account, including any amounts representing interest earned on the Trust Account, less any interest released to the Company to pay franchise or income taxes. Our stockholders redeemed 3,209,123 10.61 34,048,795 56,296 0.02 29,921,377 10.63 On June 8, 2015, we entered into a Stock Purchase Agreement (the “Business Combination Agreement”) by and among the Company, Global Defense & National Security Holdings LLC (“Sponsor’), STG Group, Inc. (“STG”), the STG stockholders thereto (the “STG Stockholders”), and Simon Lee, as Stockholders’ Representative, pursuant to which, in exchange for the transfer to the Company of 100 0.0001 75,000,000 8,578,199 10.55 445,161 80 The Company will proceed with a Business Combination only if a majority of the outstanding shares of Common Stock cast at the meeting to approve the Business Combination are voted for approval of such Business Combination. In connection with such a vote, the Company will provide our stockholders with the opportunity to have their shares of our Common Stock converted to cash upon the consummation of our initial Business Combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including any amounts representing interest earned on the Trust Account, less any interest released to us for the payment of taxes, divided by the number of then outstanding shares of Common Stock that were sold in the Public Offering, subject to the limitations described within the registration statement and any limitations (including but not limited to cash requirements) agreed to in connection with the negotiation of terms of a proposed Business Combination. These shares of Common Stock were recorded at a redemption value and classified as temporary equity prior to the Public Offering being closed, in accordance with ASC 480 “Distinguishing Liabilities from Equity”. However, in no event will the Company redeem its Public Shares in an amount that would cause its net tangible assets to be less than $ 5,000,001 The Company entered into an Amended and Restated Backstop Purchase Agreement, dated as of October 17, 2015, (the ‘‘Backstop Purchase Agreement’’) with the Sponsor. The Backstop Purchase Agreement grants the Sponsor the right to purchase shares of Common Stock, at a price of $ 10.61 20,000,000 (1) the Trust Account at the closing of the Business Combination following the payment in full to Public Stockholders who have requested to be redeemed in connection with the closing of the Business Combination, and (2) the payment of any aggregate purchase price for the Backstop Purchase. The Company has declared a dividend of one share of Common Stock for every 1.06 shares of Common Stock (the ‘‘Dividend Shares’’) payable to stockholders of record immediately following the consummation of the Business Combination with STG, which is expected to occur on November 13, 2015. Liquidation and going concern On October 23, 2015, the Company held a special meeting of the stockholders at which its stockholders approved proposals to amend and restate the Company’s amended and restated certificate of incorporation to extend the time that the Company has to complete its initial Business Combination until November 24, 2015 (the “October Extension Meeting”). If the Company is unable to consummate its initial Business Combination by November 24, 2015 (or, if the Extension Proposal is approved, December 24, 2015), the Company will (i) cease all operations except for the purposes of winding up of its affairs; (ii) distribute the aggregate amount then on deposit in the Trust Account, including a portion of the interest earned thereon which was not previously used for payment of franchise and income taxes, pro rata to its public stockholders by way of redemption of its Public Shares (which redemption would completely extinguish such holders’ rights as stockholders, including the right to receive further liquidation distributions, if any); and (iii) as promptly as possible following such redemption, dissolve and liquidate the balance of its net assets to its remaining stockholders, as part of its plan of dissolution and liquidation. The mandatory liquidation and subsequent dissolution raises substantial doubt about the Company’s ability to continue as a going concern. The Sponsor has agreed to waive its redemption rights with respect to the Sponsor’s Shares and Private Placement Shares (i) in connection with the consummation of a Business Combination, (ii) if the Company fails to consummate our initial Business Combination within 25 months from the date of its prospectus (October 24, 2013), (iii) in connection with an expired or unwithdrawn tender offer, and (iv) upon its liquidation prior to the expiration of the 25 month period. However, if its Sponsor should acquire Public Shares in or after the Public Offering, it will be entitled to receive its pro rata share of cash proceeds distributed by the Company with respect to such Public Shares if the Company fails to consummate a Business Combination within the required time period. The underwriters have agreed to waive their rights to their deferred underwriting commission held in the Trust Account in the event the Company does not consummate a Business Combination within 25 months from the date of its prospectus (October 24, 2013) and, in such event, such amounts will be included with the funds held in the Trust Account that will be available to fund the conversion of its Public Shares. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be less than the initial Public Offering price per share of Common Stock in the Public Offering.

SUMMARY OF SIGNIFICANT ACCOUNTI

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	9 Months Ended
	Sep. 30, 2015
Accounting Policies [Abstract]
Significant Accounting Policies [Text Block]	2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The accompanying financial statements are presented in U.S. dollars in conformity with U.S. generally accepted accounting principles (“GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). In July 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 period ended December 31, 2013. The Company determined that its changes in amounts subject to possible redemption should have been accounted for as an adjustment to additional paid-in capital instead of as an adjustment to accumulated deficit. There was no change in previously reported total assets, total liabilities, common stock subject to possible redemption or net loss attributable to common shares for any of the periods. The accompanying financial statements have been revised to reflect a balance in accumulated deficit with a corresponding increase of additional paid-in capital as of December 31, 2013. 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 form 10-Q or form 10-K reports with the SEC are required. The Company complied with the reporting requirements of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 915, “Development Stage Entities.” At December 31, 2014, the Company adopted 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 stockholders’ equity. As of September 30, 2015 and December 31, 2014, the Company’s financial statements have been presented to conform with the reporting and disclosure requirements of ASU No. 2014-10. The Company complies with accounting and disclosure requirements of FASB ASC 260, “Earnings Per Share.” Net loss per share of common share is computed by dividing net loss attributable to common stock not subject to possible redemption by the weighted average number of shares of common share outstanding for the period. Diluted net loss per share of common share is computed by dividing net loss applicable to common stockholders by the weighted average number of common shares outstanding, plus, to the extent dilutive, the incremental number of common shares to settle the convertible advance made by the Sponsor (see Note 5), as calculated using the treasury stock method. However, due to the losses presented for all periods, incremental common shares are not considered as they are antidilutive. As a result, diluted profit/loss per share of common share is the same as basic profit/loss per common share for the period. At September 30, 2015, the Company had an outstanding advance owing to Sponsor convertible into 245,254 Financial instruments that potentially subject the Company to concentration of credit risk consist of cash accounts in a financial institution which, at times may exceed the Federal depository insurance coverage of $ 250,000 The Company complies with ASC 820, “Fair Value Measurement”, 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 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 respectively, 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. Significant Other Quoted Prices in Significant Other Unobservable September 30, Active Markets Observable Inputs Description 2015 (Level 1) Inputs (Level 2) (Level 3) Assets: Cash held in Trust Account $ 63,913,876 $ 63,913,876 $ - $ - Significant Other Quoted Prices in Significant Other Unobservable Active Markets Observable Inputs Description December 31, 2014 (Level 1) Inputs (Level 2) (Level 3) Assets: Cash held in Trust Account $ 3,563 $ 3,563 $ - $ - Cash equivalents held in Trust Account: U.S. Government Treasury Bills $ 72,830,252 $ 72,830,252 $ - $ - In August 2014, FASB issued ASU No. 2014-15, “Presentation of Financial Statements – Going Concern (Subtopic 205-40), Disclosure of uncertainties about an entity’s ability to continue as a going concern”, which requires management to evaluate whether there is a substantial doubt about an entity’s ability to continue as a going concern. This ASU is effective for the annual reporting period ending after December 15, 2016, and for interim and annual reporting periods thereafter. Early adoption is permitted. The Company is currently evaluating the adoption of this ASU and its impact on the Company’s financial statements. 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 financial statements. 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 revenues and expenses during the reporting period. Actual results could differ from those estimates. 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. At September 30, 2015 and December 31, 2014, the Company has a net deferred tax asset, before valuation allowance, of approximately $ 2,619,981 856,000 FASB Interpretation No. 48, "Accounting for Uncertainty in Income Taxes" (FIN 48) (now incorporated into FASB ASC 740, Income Taxes), sets out a consistent framework to determine the appropriate level of tax reserves to maintain for uncertain tax positions. This interpretation uses a two-step approach wherein a tax benefit is recognized if a position is more-likely-than-not to be sustained upon examination by taxing authorities. The amount of the benefit is then measured to be the highest tax benefit that is greater than 50% likely to be realized. Based on its analysis, the Company has determined that it has no unrecognized tax benefits as of September 30, 2015. The Company's conclusion 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 liabilities in interest expense and other expenses, respectively. No interest expense or penalties have been recognized as of September 30, 2015. The Company files an income tax return in the U.S. federal jurisdiction, and may file income tax returns in various U.S. states. The Company may be subject to potential examination by U.S. federal or U.S. states 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 and U.S. state tax laws. U.S. federal statutory income tax rate 35 % Increase (decrease) in tax rate resulting from: State and local income taxes net of federal benefit 3.9 % Change in Valuation Allowance (38.9) % Effective tax rate 0 % All of the shares of Common Stock sold at the Public Offering contained 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 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 ASC 480. Although the Company does not specify a maximum redemption threshold, its amended and restated certificate of incorporation provides that a Business Combination shall not be consummated if the Company has net tangible assets less than $ 5,000,001 The Company recognizes changes in redemption value immediately as they occur and will adjust the carrying value of the security to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable Common Stock shall be affected by charges against paid-in capital. Accordingly, at September 30, 2015, 4,792,150 6,125,315 10.61 10.55

PUBLIC OFFERING

PUBLIC OFFERING	9 Months Ended
	Sep. 30, 2015
Public Offering [Abstract]
Public Offering Disclosure [Text Block]	3. PUBLIC OFFERING The Public Offering called for the Company to offer for sale 6,000,000 0.0001 10.00 6,900,000 45 900,000 The amount of proceeds not deposited in the Trust Account (after Public Offering expenses) was $ 1,082,434 The Company has its shares listed on the NASDAQ Capital Market (“NASDAQ”). Pursuant to the NASDAQ listing rules, the target business or businesses that the Company acquires must collectively have a fair market value equal to at least 80 In connection with the Public Offering, the Sponsor purchased shares of Common Stock at a price of $ 10.00 The Private Placement Shares will not be transferable, assignable or saleable until 30 days after the consummation of our initial Business Combination, subject to certain limited exceptions, including (i) to any member of our Sponsor (“Sponsor Member”), (ii) by gift to a member of the Sponsor Member’s immediate family for estate planning purposes or to a trust, the beneficiary of which is our Sponsor or a member of the Sponsor Member’s immediate family, (iii) if the Sponsor Member is not a natural person, by gift to a member of the immediate family of such Sponsor Member’s controlling person for estate planning purposes or to a trust, the beneficiary of which is our Sponsor’s controlling person or a member of the immediate family of such Sponsor Member’s controlling person, (iv) by virtue of the laws of descent and distribution upon death of the Sponsor Member, or (v) pursuant to a qualified domestic relations order; in each case where the transferee agrees to the terms of the private placement agreement governing such Private Placement Shares and the letter agreement signed by our Sponsor transferring such Private Placement Shares and such other documents as we may reasonably require. Until 30 days after the completion of the Business Combination, our Sponsor shall not pledge or grant a security interest in its Private Placement Shares or grant a security interest in our Sponsor’s rights under the private placement agreement governing such Private Placement Shares. The sale of the Private Placement Shares was made pursuant to the exemption from registration contained in Section 4(2) of the Securities Act.

OVER-ALLOTMENT OPTION EXERCISED

OVER-ALLOTMENT OPTION EXERCISED	9 Months Ended
	Sep. 30, 2015
Over Allotment Option Exercised [Abstract]
Over Allotment Option Exercised [Text Block]	4. OVER-ALLOTMENT OPTION EXERCISED The Company announced on October 28, 2013 that the over-allotment option for its initial Public Offering was exercised and consummated to the full extent of 900,000 6,900,000 10.00 69,000,000

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS	9 Months Ended
	Sep. 30, 2015
Related Party Transactions [Abstract]
Related Party Transactions Disclosure [Text Block]	5. RELATED PARTY TRANSACTIONS In order to finance transaction costs in connection with an intended initial Business Combination, our Sponsor, officers, directors or their affiliates may, but are not obligated to, loan us funds as may be required. If we consummate an initial Business Combination, we would repay such loaned amounts. In the event that the initial Business Combination does not close, we may use a portion of the working capital held outside the Trust Account to repay such loaned amounts, but no proceeds from our Trust Account would be used for such repayment. On May 15, 2014, the Company issued a non-interest bearing convertible promissory note to the Sponsor amounting to $ 1,263,263 1,000,000 263,263 1,343,790 As of September 30, 2015, the total amount owed to the Sponsor of $ 4,071,929 The convertible note is due on the earlier of (1) November 24, 2015 , and (2) immediately following the consummation of the initial Business Combination. At the Sponsor’s election, following the consummation of a Business Combination, the notes will convert into Common Stock at the greater of (1) $ 10.00 Effective October 8, 2015, the Company issued a non-interest bearing convertible promissory note to the Sponsor amounting to $ 1,250,000 3,857,053 In addition, in connection with the July Extension Meeting, on July 21, 2015, the Company issued a non-interest bearing promissory note to the Sponsor for an aggregate of approximately $ 361,436 0.06 The note will be repaid on the earlier of (1) November 24, 2015 (or, if the Extension Proposal is approved, December 24, 2015), or (2) immediately following consummation of the Company’s initial Business Combination. In July 2013, the Company issued 2,003,225 25,000 Simultaneously with the closing of the Public Offering, the Company completed the private sale of 721,500 10.00 76,500 7,215,000 76,500 The Sponsor’s Shares are identical to the Public Shares, except that (1) the Sponsor’s Shares are subject to certain transfer restrictions, as described in more detail below, and (2) our Sponsor has agreed: (i) to waive its redemption rights with respect to its Sponsor’s Shares, Private Placement Shares and Public Shares in connection with the consummation of a Business Combination and (ii) to waive its redemption rights with respect to its Sponsor’s Shares and Private Placement Shares if we fail to consummate a Business Combination within 25 months from the date of our prospectus (October 24, 2013). However, our Sponsor will be entitled to redemption rights with respect to any Public Shares it holds if we fail to consummate a Business Combination within such time period. If we submit our initial Business Combination to our public stockholders for a vote, our Sponsor has agreed to vote its Sponsor’s Shares, Private Placement Shares and any Public Shares held in favor of our initial Business Combination. All of the Sponsor’s Shares outstanding at the time of the Public Offering were placed in escrow with American Stock Transfer & Trust Company, as escrow agent. Of the total Sponsor’s Shares, 50% of such shares will be released from escrow six months after the closing of the Business Combination. The remaining 50% of the Sponsor’s Shares will be released from escrow one year after the closing of the Business Combination. On October 24, 2013, the date that its securities were first listed on the NASDAQ, the Company agreed to pay its Sponsor a total of $ 10,000 On March 12, 2015, the Company entered into compensation letter agreements with certain directors, contingent upon the consummation of a Business Combination. According to the terms of these compensation letter agreements, subject to the completion of the Company’s initial Business Combination, each of the Company’s directors who continue to serve in that capacity following the Business Combination will be entitled to receive a one-time cash retainer, in the amount of $60,000 for the inside directors and between $33,750-$86,250 for independent directors. As long as each such director continues to serve on the board of directors, such director will thereafter be eligible for an annual cash retainer of $60,000, and an additional $5,000 for each committee of the board of directors on which such director serves. 80,000 In addition, subject to consummation of the Company’s initial Business Combination and approval of a stock incentive plan by the Company’s stockholders, the Company’s independent directors who continue to serve on the board of directors following the Business Combination will be eligible to receive options to purchase a number of shares of the Company’s common stock equal to $ 60,000 80,000

TRUST ACCOUNT

TRUST ACCOUNT	9 Months Ended
	Sep. 30, 2015
Trust Account [Abstract]
Trust Account [Text Block]	6. TRUST ACCOUNT A total of $ 72,795,000 65,580,000 7,215,000 After giving effect to the redemptions and the incentive deposit in connection with the July Extension Meeting, as of September 30, 2015, the Company’s Trust Account consists of $ 63,913,876 72,833,815

COMMITMENT AND CONTINGENCIES

COMMITMENT AND CONTINGENCIES	9 Months Ended
	Sep. 30, 2015
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies Disclosure [Text Block]	7. COMMITMENT AND CONTINGENCIES The underwriters were entitled to an underwriting discount of three percent ( 3.0 2.75

STOCKHOLDERS' EQUITY

STOCKHOLDERS' EQUITY	9 Months Ended
	Sep. 30, 2015
Stockholders Equity Note [Abstract]
Stockholders Equity Note Disclosure [Text Block]	8. STOCKHOLDERS’ EQUITY Common Stock — The Company is authorized to issue 100,000,000 0.0001

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS	9 Months Ended
	Sep. 30, 2015
Subsequent Events [Abstract]
Subsequent Events [Text Block]	9. SUBSEQUENT EVENTS At the October Extension Meeting on October 23, 2015, the stockholders approved amendments to the Company’s amended and restated certificate of incorporation to extend the date by which the Company must consummate its initial business combination from October 24, 2015 to November 24, 2015 (or, if the Extension Proposal is approved, December 24, 2015). In accordance with our amended and restated certificate of incorporation, in connection with the October Extension Meeting and the approval of the amendments to the Company’s amended and restated certificate of incorporation, our public stockholders were entitled to redeem their Common Stock for cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account, including any amounts representing interest earned on the Trust Account, less any interest released to the Company to pay franchise or income taxes. Our stockholders redeemed 3,209,123 10.61 34,048,795 56,296 0.02 The note will be repaid on the earlier of (1) November 24, 2015 (or, if the Extension Proposal is approved, December 24, 2015), or (2) immediately following consummation of the Company’s initial Business Combination. 29,921,377 10.63 The Company entered into an Amended and Restated Backstop Purchase Agreement, dated as of October 17, 2015, (the ‘‘Backstop Purchase Agreement’’) with the Sponsor. The Backstop Purchase Agreement grants the Sponsor the right to purchase shares of Common Stock, at a price of $ 10.61 20,000,000 (1) the Trust Account at the closing of the Business Combination following the payment in full to Public Stockholders who have requested to be redeemed in connection with the closing of the Business Combination, and (2) the payment of any aggregate purchase price for the Backstop Purchase. On October 8, 2015, the Company declared a dividend of one share of Common Stock for every 1.06 shares of Common Stock (the ‘‘Dividend Shares’’) payable to stockholders of record immediately following the consummation of the Business Combination with STG, which is expected to occur on November 13, 2015. acquired by the Sponsor upon any conversion of the convertible promissory notes currently held by the Sponsor, and STG Stockholders have agreed to forfeit any Dividend Shares they would be entitled to in exchange for no consideration. The Sponsor has not forfeited any right to receive any Dividend Shares in respect of any of the shares it acquires pursuant to the Backstop Purchase. Payment of the Dividend Shares is contingent upon the closing of the Business Combination and will be made as soon as practicable after the closing of the Business Combination. On October 8, 2015, we issued a non-interest bearing convertible promissory note to the Sponsor amounting to $ 1,250,000 The convertible note is due on the earlier of (1) November 24, 2015 (or, if the Extension Proposal is approved, December 24, 2015), and (2) immediately following the consummation of the initial Business Combination. At the Sponsor’s election, following the consummation of a Business Combination, the note will convert into Common Stock at the greater of (1) $10.00 per share, and (2) the 30 day trailing average of the closing price per share.

SUMMARY OF SIGNIFICANT ACCOUN17

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	9 Months Ended
	Sep. 30, 2015
Accounting Policies [Abstract]
Basis of Accounting, Policy [Policy Text Block]	Basis of presentation The accompanying financial statements are presented in U.S. dollars in conformity with U.S. generally accepted accounting principles (“GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). In July 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 period ended December 31, 2013. The Company determined that its changes in amounts subject to possible redemption should have been accounted for as an adjustment to additional paid-in capital instead of as an adjustment to accumulated deficit. There was no change in previously reported total assets, total liabilities, common stock subject to possible redemption or net loss attributable to common shares for any of the periods. The accompanying financial statements have been revised to reflect a balance in accumulated deficit with a corresponding increase of additional paid-in capital as of December 31, 2013. 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 form 10-Q or form 10-K reports with the SEC are required.
Recently Adopted Accounting Standard [Policy Text Block]	Recently adopted accounting standard The Company complied with the reporting requirements of Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 915, “Development Stage Entities.” At December 31, 2014, the Company adopted 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 stockholders’ equity. As of September 30, 2015 and December 31, 2014, the Company’s financial statements have been presented to conform with the reporting and disclosure requirements of ASU No. 2014-10.
Earnings Per Share, Policy [Policy Text Block]	Net loss per common share The Company complies with accounting and disclosure requirements of FASB ASC 260, “Earnings Per Share.” Net loss per share of common share is computed by dividing net loss attributable to common stock not subject to possible redemption by the weighted average number of shares of common share outstanding for the period. Diluted net loss per share of common share is computed by dividing net loss applicable to common stockholders by the weighted average number of common shares outstanding, plus, to the extent dilutive, the incremental number of common shares to settle the convertible advance made by the Sponsor (see Note 5), as calculated using the treasury stock method. However, due to the losses presented for all periods, incremental common shares are not considered as they are antidilutive. As a result, diluted profit/loss per share of common share is the same as basic profit/loss per common share for the period. At September 30, 2015, the Company had an outstanding advance owing to Sponsor convertible into 245,254
Concentration Risk, Credit Risk, Policy [Policy Text Block]	Concentration of credit risk Financial instruments that potentially subject the Company to concentration of credit risk consist of cash accounts in a financial institution which, at times may exceed the Federal depository insurance coverage of $ 250,000
Fair Value of Financial Instruments, Policy [Policy Text Block]	Fair value of financial instruments The Company complies with ASC 820, “Fair Value Measurement”, 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 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 respectively, 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. Significant Other Quoted Prices in Significant Other Unobservable September 30, Active Markets Observable Inputs Description 2015 (Level 1) Inputs (Level 2) (Level 3) Assets: Cash held in Trust Account $ 63,913,876 $ 63,913,876 $ - $ - Significant Other Quoted Prices in Significant Other Unobservable Active Markets Observable Inputs Description December 31, 2014 (Level 1) Inputs (Level 2) (Level 3) Assets: Cash held in Trust Account $ 3,563 $ 3,563 $ - $ - Cash equivalents held in Trust Account: U.S. Government Treasury Bills $ 72,830,252 $ 72,830,252 $ - $ -
New Accounting Pronouncements, Policy [Policy Text Block]	Recent accounting pronouncement In August 2014, FASB issued ASU No. 2014-15, “Presentation of Financial Statements – Going Concern (Subtopic 205-40), Disclosure of uncertainties about an entity’s ability to continue as a going concern”, which requires management to evaluate whether there is a substantial doubt about an entity’s ability to continue as a going concern. This ASU is effective for the annual reporting period ending after December 15, 2016, and for interim and annual reporting periods thereafter. Early adoption is permitted. The Company is currently evaluating the adoption of this ASU and its impact on the Company’s financial statements. 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 financial statements.
Use of Estimates, Policy [Policy Text Block]	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 revenues and expenses during the reporting period. Actual results could differ from those estimates.
Income Tax, Policy [Policy Text Block]	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. At September 30, 2015 and December 31, 2014, the Company has a net deferred tax asset, before valuation allowance, of approximately $ 2,619,981 856,000 FASB Interpretation No. 48, "Accounting for Uncertainty in Income Taxes" (FIN 48) (now incorporated into FASB ASC 740, Income Taxes), sets out a consistent framework to determine the appropriate level of tax reserves to maintain for uncertain tax positions. This interpretation uses a two-step approach wherein a tax benefit is recognized if a position is more-likely-than-not to be sustained upon examination by taxing authorities. The amount of the benefit is then measured to be the highest tax benefit that is greater than 50% likely to be realized. Based on its analysis, the Company has determined that it has no unrecognized tax benefits as of September 30, 2015. The Company's conclusion 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 liabilities in interest expense and other expenses, respectively. No interest expense or penalties have been recognized as of September 30, 2015. The Company files an income tax return in the U.S. federal jurisdiction, and may file income tax returns in various U.S. states. The Company may be subject to potential examination by U.S. federal or U.S. states 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 and U.S. state tax laws. U.S. federal statutory income tax rate 35 % Increase (decrease) in tax rate resulting from: State and local income taxes net of federal benefit 3.9 % Change in Valuation Allowance (38.9) % Effective tax rate 0 %
Redeemable Common Stock [Policy Text Block]	Redeemable Common Stock All of the shares of Common Stock sold at the Public Offering contained 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 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 ASC 480. Although the Company does not specify a maximum redemption threshold, its amended and restated certificate of incorporation provides that a Business Combination shall not be consummated if the Company has net tangible assets less than $ 5,000,001 The Company recognizes changes in redemption value immediately as they occur and will adjust the carrying value of the security to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable Common Stock shall be affected by charges against paid-in capital. Accordingly, at September 30, 2015, 4,792,150 6,125,315 10.61 10.55

SUMMARY OF SIGNIFICANT ACCOUN18

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)	9 Months Ended
	Sep. 30, 2015
Accounting Policies [Abstract]
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis [Table Text Block]	Fair values determined by Level 3 inputs are unobservable data points for the asset or liability, and include situations where there is little, if any, market activity for the asset or liability: Significant Other Quoted Prices in Significant Other Unobservable September 30, Active Markets Observable Inputs Description 2015 (Level 1) Inputs (Level 2) (Level 3) Assets: Cash held in Trust Account $ 63,913,876 $ 63,913,876 $ - $ - Significant Other Quoted Prices in Significant Other Unobservable Active Markets Observable Inputs Description December 31, 2014 (Level 1) Inputs (Level 2) (Level 3) Assets: Cash held in Trust Account $ 3,563 $ 3,563 $ - $ - Cash equivalents held in Trust Account: U.S. Government Treasury Bills $ 72,830,252 $ 72,830,252 $ - $ -
Schedule of Effective Income Tax Rate Reconciliation [Table Text Block]	The reconciliation of the U.S. federal statutory income tax rate to the Company's effective tax rate for the three and nine months ended September 30, 2015 was as follows: U.S. federal statutory income tax rate 35 % Increase (decrease) in tax rate resulting from: State and local income taxes net of federal benefit 3.9 % Change in Valuation Allowance (38.9) % Effective tax rate 0 %

DESCRIPTION OF ORGANIZATION A19

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS (Details Textual) - USD ($)	Oct. 08, 2015	Oct. 23, 2015	Oct. 17, 2015	Jul. 17, 2015	Jun. 08, 2015	Oct. 29, 2013	Sep. 30, 2015	Nov. 13, 2015	Oct. 30, 2015	Jul. 24, 2015	Dec. 31, 2014
Description Of Organization And Business Operations [Line Items]
Proceeds Deposited In Trust Account							$ 63,913,876
Public Shares Redemption Limit On Net Tangible Assets							$ 5,000,001
Common Stock, Par or Stated Value Per Share							$ 0.0001				$ 0.0001
July Extension Meeting [Member]
Description Of Organization And Business Operations [Line Items]
Redemption Of Common Stock Shares				876,072
Common Stock Redemption Price Per Share				$ 10.55
Redemption Of Common Stock Value				$ 9,242,560
STG Group, Inc [Member]
Description Of Organization And Business Operations [Line Items]
Percentage Of Outstanding Shares Of Capital Stock					100.00%
Common Stock, Par or Stated Value Per Share					$ 0.0001
Payments to Acquire Businesses, Gross					$ 75,000,000
Business Combination, Consideration Transferred, Equity Interests Issued and Issuable					$ 8,578,199
Business Acquisition, Share Price					$ 10.55
Stock Issued During Period, Shares, Acquisitions					445,161
Business Combination Description Of Transactions					In the event that, immediately following the closing, the share consideration would, in the aggregate, be less than 56.7% of the outstanding shares of Common Stock, the Stockholders’ Representative may elect to exchange a portion of the cash consideration for additional shares of Common Stock at a price of $10.55 per share, so that the STG Stockholders will own, in the aggregate, 56.7% of the outstanding shares of Common Stock following the closing.
Percentage Of Common Stock Outstanding Shares					80.00%
Deposits [Member]
Description Of Organization And Business Operations [Line Items]
Assets Held-in-trust, Current										$ 63,913,876
Trust Equities [Member]
Description Of Organization And Business Operations [Line Items]
Share Price										$ 10.61
Commercial Paper [Member]
Description Of Organization And Business Operations [Line Items]
Debt Instrument Not Redemeed In Trust Account Price Per Share				$ 0.06
Debt Instrument, Face Amount				$ 361,436
Debt Instrument, Payment Terms				The note will be repaid on the earlier of (1) November 24, 2015 (or, if the proposal to amend and restate our amended and restated certificate of incorporation to extend the amount of time we have to complete our business combination, which will be considered at a special meeting of our stockholders to be held on November 23, 2015 (the Extension Proposal), is approved, December 24, 2015), or (2) immediately following consummation of the Companys initial Business Combination.
Subsequent Event [Member]
Description Of Organization And Business Operations [Line Items]
Redemption Of Common Stock Shares		3,209,123
Common Stock Redemption Price Per Share		$ 10.61
Redemption Of Common Stock Value		$ 34,048,795
Subsequent Event [Member] | Dividend Declared [Member]
Description Of Organization And Business Operations [Line Items]
Dividends Payable, Nature	The Company has declared a dividend of one share of Common Stock for every 1.06 shares of Common Stock (the Dividend Shares) payable to stockholders of record immediately following the consummation of the Business Combination with STG, which is expected to occur on November 13, 2015.
Subsequent Event [Member] | Backstop Purchase Agreement [Member]
Description Of Organization And Business Operations [Line Items]
Common Stock, Par or Stated Value Per Share			$ 10.61
Threshold Cash Amount			$ 20,000,000
Threshold Cash, Description			(1) the Trust Account at the closing of the Business Combination following the payment in full to Public Stockholders who have requested to be redeemed in connection with the closing of the Business Combination, and (2) the payment of any aggregate purchase price for the Backstop Purchase.
Subsequent Event [Member] | Deposits [Member]
Description Of Organization And Business Operations [Line Items]
Assets Held-in-trust, Current								$ 29,921,377	$ 29,921,377
Subsequent Event [Member] | Trust Equities [Member]
Description Of Organization And Business Operations [Line Items]
Share Price								$ 10.63	$ 10.63
Subsequent Event [Member] | Commercial Paper [Member]
Description Of Organization And Business Operations [Line Items]
Debt Instrument Not Redemeed In Trust Account Price Per Share		$ 0.02
Debt Instrument, Face Amount	$ 1,250,000	$ 56,296
Debt Instrument, Payment Terms	The convertible note is due on the earlier of (1) November 24, 2015 (or, if the Extension Proposal is approved, December 24, 2015), and (2) immediately following the consummation of the initial Business Combination.	The note will be repaid on the earlier of (1) November 24, 2015 (or, if the Extension Proposal is approved, December 24, 2015), or (2) immediately following consummation of the Companys initial Business Combination.
Business Combination Description Of Transactions	At the Sponsors election, following the consummation of a Business Combination, the note will convert into Common Stock at the greater of (1) $10.00 per share, and (2) the 30 day trailing average of the closing price per share.
Underwriter [Member]
Description Of Organization And Business Operations [Line Items]
Proceeds from Issuance Initial Public Offering						$ 9,495,000
Proceeds from Issuance of Private Placement						765,000
Private Placement [Member]
Description Of Organization And Business Operations [Line Items]
Proceeds from Issuance Initial Public Offering						73,545,000
Proceeds from Issuance of Private Placement						$ 7,215,000	$ 7,215,000
Stock Issued During Period Shares Private Placement						721,500

SUMMARY OF SIGNIFICANT ACCOUN20

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($)	Sep. 30, 2015	Dec. 31, 2014
Cash equivalents held in Trust Account:
Cash equivalents held in Trust Account	$ 63,913,876	$ 72,833,815
U.S. Government Treasury Bills [Member]
Cash equivalents held in Trust Account:
Cash equivalents held in Trust Account	63,913,876	72,830,252
Cash Held In Trust Account [Member]
Cash equivalents held in Trust Account:
Cash equivalents held in Trust Account		3,563
Fair Value, Inputs, Level 1 [Member] | U.S. Government Treasury Bills [Member]
Cash equivalents held in Trust Account:
Cash equivalents held in Trust Account	63,913,876	72,830,252
Fair Value, Inputs, Level 1 [Member] | Cash Held In Trust Account [Member]
Cash equivalents held in Trust Account:
Cash equivalents held in Trust Account		3,563
Fair Value, Inputs, Level 2 [Member] | U.S. Government Treasury Bills [Member]
Cash equivalents held in Trust Account:
Cash equivalents held in Trust Account	0	0
Fair Value, Inputs, Level 2 [Member] | Cash Held In Trust Account [Member]
Cash equivalents held in Trust Account:
Cash equivalents held in Trust Account		0
Fair Value, Inputs, Level 3 [Member] | U.S. Government Treasury Bills [Member]
Cash equivalents held in Trust Account:
Cash equivalents held in Trust Account	$ 0	0
Fair Value, Inputs, Level 3 [Member] | Cash Held In Trust Account [Member]
Cash equivalents held in Trust Account:
Cash equivalents held in Trust Account		$ 0

SUMMARY OF SIGNIFICANT ACCOUN21

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details 1)	9 Months Ended
	Sep. 30, 2015
Schedule Of Effective Income Tax Rate Reconciliation [Line Items]
U.S. federal statutory income tax rate	35.00%
Increase (decrease) in tax rate resulting from:
State and local income taxes net of federal benefit	3.90%
Change in Valuation Allowance	(38.90%)
Effective tax rate	0.00%

SUMMARY OF SIGNIFICANT ACCOUN22

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Textual) - USD ($)	9 Months Ended
	Sep. 30, 2015	Dec. 31, 2014	Sep. 30, 2014
Summary Of Significant Accounting Policies [Line Items]
Concentration Risk, Credit Risk, Financial Instrument, Maximum Exposure	$ 250,000
Public Shares Redemption Limit On Net Tangible Assets	$ 5,000,001
Temporary Equity, Shares Outstanding	4,792,150	6,125,315	6,199,529
Temporary Equity, Redemption Price Per Share	$ 10.61	$ 10.55
Deferred Tax Assets, Operating Loss Carryforwards, Total	$ 2,619,981	$ 856,000
Incremental Common Shares Attributable to Dilutive Effect of Conversion of Debt Securities	245,254

PUBLIC OFFERING (Details Textua

PUBLIC OFFERING (Details Textual) - USD ($)	9 Months Ended
	Sep. 30, 2015	Dec. 31, 2014
Subsidiary, Sale of Stock [Line Items]
Common Stock, Par or Stated Value Per Share	$ 0.0001	$ 0.0001
Shares Issued, Price Per Share	$ 10
Amount Not Placed In Trust Account	$ 1,082,434
Business Acquisition, Percentage of Voting Interests Acquired	80.00%
Underwriter [Member]
Subsidiary, Sale of Stock [Line Items]
Stock Issued During Period, Shares, New Issues	900,000
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period	45 days
Private Placement [Member]
Subsidiary, Sale of Stock [Line Items]
Stock Issued During Period, Shares, New Issues	721,500
Shares Issued, Price Per Share	$ 10
Over-Allotment Option [Member]
Subsidiary, Sale of Stock [Line Items]
Stock Issued During Period, Shares, New Issues	6,900,000
Common Stock [Member] | IPO [Member]
Subsidiary, Sale of Stock [Line Items]
Stock Issued During Period, Shares, New Issues	6,000,000

OVER-ALLOTMENT OPTION EXERCIS24

OVER-ALLOTMENT OPTION EXERCISED (Details Textual) - USD ($)	1 Months Ended	9 Months Ended
	Oct. 29, 2013	Sep. 30, 2015
Over Allotment Option Exercised [Line Items]
Stock Issued During Period Public Offering Shares		6,900,000
IPO [Member]
Over Allotment Option Exercised [Line Items]
Shares Exercised From Over Allotment	900,000	900,000
Sale of Stock, Price Per Share		$ 10
Proceeds from Issuance Initial Public Offering		$ 69,000,000

RELATED PARTY TRANSACTIONS (Det

RELATED PARTY TRANSACTIONS (Details Textual) - USD ($)	1 Months Ended				9 Months Ended	18 Months Ended
	Jul. 21, 2015	Oct. 29, 2013	Oct. 24, 2013	Jul. 31, 2013	Sep. 30, 2015	Dec. 31, 2014	Oct. 08, 2015	May. 12, 2015
Related Party Transaction [Line Items]
Due to Affiliate, Current					$ 1,464,876	$ 248,536
Notes Payable, Related Parties, Current					$ 2,607,053	1,263,263
Sponsor Fees			$ 10,000
Business Combination Description OF Share Issued					50% of such shares will be released from escrow six months after the closing of the Business Combination. The remaining 50% of the Sponsors Shares will be released from escrow one year after the closing of the Business Combination.
Shares Issued, Price Per Share					$ 10
Description Of Letter Agreement For Director Compensation					According to the terms of these compensation letter agreements, subject to the completion of the Companys initial Business Combination, each of the Companys directors who continue to serve in that capacity following the Business Combination will be entitled to receive a one-time cash retainer, in the amount of $60,000 for the inside directors and between $33,750-$86,250 for independent directors. As long as each such director continues to serve on the board of directors, such director will thereafter be eligible for an annual cash retainer of $60,000, and an additional $5,000 for each committee of the board of directors on which such director serves.
Commercial Paper [Member]
Related Party Transaction [Line Items]
Debt Instrument, Face Amount	$ 361,436
Debt Instrument Not Redemeed In Trust Account Price Per Share	$ 0.06
Debt Instrument, Payment Terms	The note will be repaid on the earlier of (1) November 24, 2015 (or, if the Extension Proposal is approved, December 24, 2015), or (2) immediately following consummation of the Companys initial Business Combination.
Director [Member]
Related Party Transaction [Line Items]
Eligible To Receive Options To Purchase Of Common Stock					$ 60,000
Board of Directors Chairman [Member]
Related Party Transaction [Line Items]
Eligible For Annual Cash Retainer					80,000
Eligible To Receive Options To Purchase Of Common Stock					$ 80,000
Private Placement [Member]
Related Party Transaction [Line Items]
Stock Issued During Period, Shares, New Issues					721,500
Stock Issued During Period, Shares, Issued for Overallotment					76,500
Proceeds from Issuance of Private Placement		$ 7,215,000			$ 7,215,000
Proceeds From Issuance Of Private Placement Included In Overallotment					$ 76,500
Shares Issued, Price Per Share					$ 10
Sponsor [Member]
Related Party Transaction [Line Items]
Due to Affiliate, Current						263,263
Notes Payable, Related Parties, Current						1,263,263		$ 1,343,790
Additional Working Capital In Advance						$ 1,000,000
Stock Issued During Period, Shares, New Issues				2,003,225
Stock Issued During Period, Value, New Issues				$ 25,000
Sponsor [Member] | Convertible Debt [Member]
Related Party Transaction [Line Items]
Notes Payable, Related Parties, Current					$ 4,071,929
Sponsor [Member] | Subsequent Event [Member]
Related Party Transaction [Line Items]
Notes Payable, Related Parties, Current							$ 1,250,000
Sponsor [Member] | Subsequent Event [Member] | Convertible Debt [Member]
Related Party Transaction [Line Items]
Notes Payable, Related Parties, Current							$ 3,857,053

TRUST ACCOUNT (Details Textual)

TRUST ACCOUNT (Details Textual) - USD ($)	9 Months Ended
	Sep. 30, 2015	Dec. 31, 2014
Trust Account [Member]
Trust Account [Line Items]
Proceeds from Issuance or Sale of Equity	$ 72,795,000
Proceeds from Issuance Initial Public Offering	65,580,000
Proceeds from Issuance of Private Placement	7,215,000
Wells Fargo Money Market Mutual Fund [Member]
Trust Account [Line Items]
Assets Held-in-trust, Current	$ 63,913,876	$ 72,833,815

COMMITMENT AND CONTINGENCIES (D

COMMITMENT AND CONTINGENCIES (Details Textual)	9 Months Ended
	Sep. 30, 2015
Commitments And Contingencies [Line Items]
Percentage Of Underwriting Discount	3.00%
Underwriter [Member]
Commitments And Contingencies [Line Items]
Deferred Fees Percentage	2.75%

STOCKHOLDERS' EQUITY (Details T

STOCKHOLDERS' EQUITY (Details Textual) - $ / shares	Sep. 30, 2015	Dec. 31, 2014
Stockholders Equity [Line Items]
Common Stock, Shares Authorized	100,000,000	100,000,000
Common Stock, Par or Stated Value Per Share	$ 0.0001	$ 0.0001

SUBSEQUENT EVENTS (Details Text

SUBSEQUENT EVENTS (Details Textual) - USD ($)	Oct. 08, 2015	Oct. 23, 2015	Oct. 17, 2015	Jul. 17, 2015	Nov. 13, 2015	Oct. 30, 2015	Sep. 30, 2015	Jul. 24, 2015	Dec. 31, 2014
Subsequent Event [Line Items]
Common Stock, Par or Stated Value Per Share							$ 0.0001		$ 0.0001
Trust Equities [Member]
Subsequent Event [Line Items]
Share Price								$ 10.61
Deposits [Member]
Subsequent Event [Line Items]
Assets Held-in-trust, Current								$ 63,913,876
Commercial Paper [Member]
Subsequent Event [Line Items]
Debt Instrument, Face Amount				$ 361,436
Debt Instrument Not Redemeed In Trust Account Price Per Share				$ 0.06
Debt Instrument, Payment Terms				The note will be repaid on the earlier of (1) November 24, 2015 (or, if the proposal to amend and restate our amended and restated certificate of incorporation to extend the amount of time we have to complete our business combination, which will be considered at a special meeting of our stockholders to be held on November 23, 2015 (the Extension Proposal), is approved, December 24, 2015), or (2) immediately following consummation of the Companys initial Business Combination.
Subsequent Event [Member]
Subsequent Event [Line Items]
Redemption Of Common Stock Shares		3,209,123
Common Stock Redemption Price Per Share		$ 10.61
Redemption Of Common Stock Value		$ 34,048,795
Subsequent Event [Member] | Dividend Declared [Member]
Subsequent Event [Line Items]
Dividends Payable, Nature	The Company has declared a dividend of one share of Common Stock for every 1.06 shares of Common Stock (the Dividend Shares) payable to stockholders of record immediately following the consummation of the Business Combination with STG, which is expected to occur on November 13, 2015.
Subsequent Event [Member] | Backstop Purchase Agreement [Member]
Subsequent Event [Line Items]
Common Stock, Par or Stated Value Per Share			$ 10.61
Threshold Cash Amount			$ 20,000,000
Threshold Cash, Description			(1) the Trust Account at the closing of the Business Combination following the payment in full to Public Stockholders who have requested to be redeemed in connection with the closing of the Business Combination, and (2) the payment of any aggregate purchase price for the Backstop Purchase.
Subsequent Event [Member] | Trust Equities [Member]
Subsequent Event [Line Items]
Share Price					$ 10.63	$ 10.63
Subsequent Event [Member] | Deposits [Member]
Subsequent Event [Line Items]
Assets Held-in-trust, Current					$ 29,921,377	$ 29,921,377
Subsequent Event [Member] | Commercial Paper [Member]
Subsequent Event [Line Items]
Debt Instrument, Face Amount	$ 1,250,000	$ 56,296
Debt Instrument Not Redemeed In Trust Account Price Per Share		$ 0.02
Debt Instrument, Payment Terms	The convertible note is due on the earlier of (1) November 24, 2015 (or, if the Extension Proposal is approved, December 24, 2015), and (2) immediately following the consummation of the initial Business Combination.	The note will be repaid on the earlier of (1) November 24, 2015 (or, if the Extension Proposal is approved, December 24, 2015), or (2) immediately following consummation of the Companys initial Business Combination.
Business Combination Description Of Transactions	At the Sponsors election, following the consummation of a Business Combination, the note will convert into Common Stock at the greater of (1) $10.00 per share, and (2) the 30 day trailing average of the closing price per share.