Document And Entity Information
Document And Entity Information - shares | 6 Months Ended | |
Jun. 16, 2015 | Jul. 27, 2015 | |
Document Information [Line Items] | ||
Entity Registrant Name | Del Taco Restaurants, Inc. | |
Entity Central Index Key | 1,585,583 | |
Current Fiscal Year End Date | --12-29 | |
Entity Filer Category | Accelerated Filer | |
Trading Symbol | TACO | |
Entity Common Stock, Shares Outstanding | 38,802,425 | |
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Jun. 16, 2015 | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2,015 |
Condensed Consolidated Interim
Condensed Consolidated Interim Balance Sheets - USD ($) | Jun. 16, 2015 | Dec. 30, 2014 |
Current assets: | ||
Cash | $ 0 | $ 230,467 |
Prepaid expenses | 29,643 | 0 |
Income tax receivable | 0 | 545 |
Prepaid insurance | 12,685 | 59,200 |
Total current assets | 42,328 | 290,212 |
Noncurrent assets: | ||
Investments held in trust | 150,000,330 | 150,056,895 |
Total assets | 150,042,658 | 150,347,107 |
Current liabilities: | ||
Franchise tax payable | 10,500 | 159,641 |
Accrued operating expenses and accounts payable | 3,302,745 | 500,759 |
Notes payable-related party | 255,467 | 0 |
Total current liabilities | 3,568,712 | 660,400 |
Deferred underwriter compensation | 5,250,000 | 5,250,000 |
Total liabilities | $ 8,818,712 | $ 5,910,400 |
Commitment and contingencies: | ||
Common stock subject to possible redemption: 13,622,394 and 13,943,670 shares (at redemption value) as of June 16, 2015 and December 30, 2014, respectively | $ 136,223,936 | $ 139,436,697 |
Stockholders' equity: | ||
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding | 0 | 0 |
Common stock, $0.0001 par value; 400,000,000 shares authorized; 5,127,606 and 4,806,330 shares issued and outstanding as of June 16, 2015 and December 30, 2014, respectively | 512 | 480 |
Additional paid-in capital | 9,856,519 | 6,643,790 |
Accumulated deficit | (4,857,021) | (1,644,260) |
Total stockholders' equity | 5,000,010 | 5,000,010 |
Total liabilities and stockholders’ equity | $ 150,042,658 | $ 150,347,107 |
Condensed Consolidated Interim3
Condensed Consolidated Interim Balance Sheets (Parenthetical) - $ / shares | Jun. 16, 2015 | Dec. 30, 2014 |
Temporary Equity, Shares Issued | 13,622,394 | 13,943,670 |
Preferred Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 |
Preferred Stock, Shares Authorized | 1,000,000 | 1,000,000 |
Preferred Stock, Shares Issued | 0 | 0 |
Preferred Stock, Shares Outstanding | 0 | 0 |
Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 |
Common Stock, Shares Authorized | 400,000,000 | 400,000,000 |
Common Stock, Shares, Issued | 5,127,606 | 4,806,330 |
Common Stock, Shares, Outstanding | 5,127,606 | 4,806,330 |
Condensed Consolidated Interim4
Condensed Consolidated Interim Statements of Operations - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 16, 2015 | Jun. 17, 2014 | Jun. 16, 2015 | Jun. 17, 2014 | |
Revenue | $ 0 | $ 0 | $ 0 | $ 0 |
Transaction costs | 2,074,276 | 0 | 2,850,943 | 0 |
Formation, general & administrative costs | 669,352 | 213,676 | 812,056 | 361,145 |
Loss from operations | (2,743,628) | (213,676) | (3,662,999) | (361,145) |
Other income (expense): | ||||
Transaction reimbursement income | 0 | 0 | 536,218 | 0 |
Interest income | 0 | 27,945 | 7,793 | 38,142 |
State franchise taxes, other than income taxes | (37,500) | (40,919) | (82,500) | (83,500) |
Total other income | (37,500) | (12,974) | 461,511 | (45,358) |
Loss before income tax expense | (2,781,128) | (226,650) | (3,201,488) | (406,503) |
Income tax expense | (5,364) | (9,518) | (11,273) | (9,518) |
Net loss attributable to common shares | $ (2,786,492) | $ (236,168) | $ (3,212,761) | $ (416,021) |
Weighted average number of common shares outstanding, excludes shares subject to possible redemption - basic and diluted (in shares) | 5,127,606 | 4,701,776 | 5,127,606 | 4,701,776 |
Net loss per common share, excludes shares subject to possible redemption - basic and diluted (in dollars per share) | $ (0.54) | $ (0.05) | $ (0.63) | $ (0.09) |
Condensed Consolidated Interim5
Condensed Consolidated Interim Statement of Stockholders’ Equity - USD ($) | Total | Common Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] |
Balance at Dec. 31, 2013 | $ 5,000,010 | $ 465 | $ 5,118,936 | $ (119,391) |
Balance (in shares) at Dec. 31, 2013 | 4,653,843 | |||
Change in proceeds subject to possible redemption of ordinary shares at redemption value | 1,524,869 | $ 15 | 1,524,854 | 0 |
Change in proceeds subject to possible redemption of ordinary shares at redemption value (in shares) | 152,487 | |||
Net loss attributable to ordinary shares not subject to possible redemption | (1,524,869) | $ 0 | 0 | (1,524,869) |
Balance at Dec. 30, 2014 | 5,000,010 | $ 480 | 6,643,790 | (1,644,260) |
Balance (in shares) at Dec. 30, 2014 | 4,806,330 | |||
Change in proceeds subject to possible redemption of ordinary shares at redemption value | 3,212,761 | $ 32 | 3,212,729 | 0 |
Change in proceeds subject to possible redemption of ordinary shares at redemption value (in shares) | 321,276 | |||
Net loss attributable to ordinary shares not subject to possible redemption | (3,212,761) | $ 0 | 0 | (3,212,761) |
Balance at Jun. 16, 2015 | $ 5,000,010 | $ 512 | $ 9,856,519 | $ (4,857,021) |
Balance (in shares) at Jun. 16, 2015 | 5,127,606 |
Condensed Consolidated Interim6
Condensed Consolidated Interim Statement of Stockholders’ Equity (Parenthetical) - shares | 6 Months Ended | 12 Months Ended |
Jun. 16, 2015 | Dec. 30, 2014 | |
Common Stock [Member] | ||
Ordinary Shares Subject To Possible Redemption | 321,276 | 152,487 |
Condensed Consolidated Interim7
Condensed Consolidated Interim Statements of Cash Flows - USD ($) | 6 Months Ended | |
Jun. 16, 2015 | Jun. 17, 2014 | |
Cash flows from operating activities: | ||
Net loss attributable to common shares | $ (3,212,761) | $ (416,021) |
Changes in operating assets and liabilities | ||
Accrued interest income | 56,565 | (2,465) |
Accrued operating expenses and accounts payable | 2,801,986 | (14,342) |
Income tax receivable | 545 | 0 |
Prepaid insurance | 46,515 | 47,078 |
Prepaid expenses | (29,643) | (18,862) |
Franchise tax payable | (149,141) | 47,872 |
Net cash used in operating activities | (485,934) | (356,740) |
Cash flow from financing activities: | ||
Notes payable-related party | 255,467 | 0 |
Net cash provided by financing activities | 255,467 | 0 |
Net decrease in cash | (230,467) | (356,740) |
Cash at beginning of the period | 230,467 | 1,078,466 |
Cash at end of the period | $ 0 | $ 721,726 |
Basis of Presentation of Interi
Basis of Presentation of Interim Financial Information | 6 Months Ended |
Jun. 16, 2015 | |
Accounting Policies [Abstract] | |
Business Description and Basis of Presentation [Text Block] | 1. Basis of Presentation of Consolidated Interim Financial Information The accompanying unaudited consolidated interim financial statements of Levy Acquisition Corp. and its wholly-owned, Levy Merger Sub, LLC (“Merger Sub”), (the “Company”) should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K filed with the U.S. Securities and Exchange Commission (the “SEC”) on March 5, 2015. The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 and Article 10 of Regulation S-X. Accordingly, since they are interim statements, the accompanying consolidated 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 consolidated interim financial statements reflect all adjustments (consisting of normal, recurring adjustments) that are necessary for a fair presentation of the consolidated financial position, results of operations and cash flows for the interim periods presented. Interim results are not necessarily indicative of results for a full year. |
Organization and Business Opera
Organization and Business Operations | 6 Months Ended |
Jun. 16, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization, Consolidation and Presentation of Financial Statements Disclosure [Text Block] | 2. Organization and Business Operations Incorporation The Company was incorporated under the name Levy Acquisition Corp. in Delaware on August 2, 2013 and, in connection with the closing of a business combination between the Company and Del Taco Holdings, Inc. (see Note 10), the Company changed its name to Del Taco Restaurants, Inc. by filing a Second Amended and Restated Certificate of Incorporation on June 30, 2015. Sponsor The Company’s sponsor was Levy Acquisition Sponsor, LLC, a Delaware limited liability company (the “Sponsor”). Members of the Sponsor include Sophia Stratton, the Company’s former Chief Financial Officer and Treasurer; Claire P. Murphy, the Company’s former General Counsel and Corporate Secretary; Michael R. Wallach, the Company’s former Vice President of Acquisitions; and Adam Cummis, the Company’s former Vice President of Restaurants and Hospitality. In addition, Ari B. Levy, the Company’s former President and Chief Investment Officer and a member of the Company’s Board of Directors, and Steven C. Florsheim, the Company’s former Executive Vice President and Chief Acquisitions Officer and a former member of the Company’s Board of Directors, are beneficiaries of trusts that are members of the Sponsor. The managing member of the Sponsor is Levy Family Partners, LLC (“Levy Family Partners”). Lawrence F. Levy, the Company’s former Chief Executive Officer and the Chairman of the Company’s Board of Directors, Steven C. Florsheim, Ari B. Levy and Sophia Stratton are the managers of Levy Family Partners. Fiscal Year End On June 3, 2015, prior to the closing of a business combination with Del Taco Holdings, Inc., the Company changed its fiscal year to correspond with the fiscal year of Del Taco Holdings, Inc. so that it now operates on a 52- or 53-week fiscal year ending on the Tuesday closest to December 31 for financial reporting purposes. Fiscal year 2015 will be a 52-week period. In a 52-week fiscal year, the first, second and third quarters each include 12 weeks of operations and the fourth quarter includes 16 weeks of operations. Fiscal 2015 commenced on December 31, 2014 and will end December 29, 2015. For fiscal 2015, the fiscal quarters are as follows: First Fiscal Quarter 2015: December 31, 2014 March 24, 2015 Second Fiscal Quarter 2015: March 25, 2015 June 16, 2015 Third Fiscal Quarter 2015: June 17, 2015 September 8, 2015 Fourth Fiscal Quarter 2015: September 9, 2015 December 29, 2015 Fiscal 2014 commenced on January 1, 2014 and ended December 30, 2014. For fiscal 2014, the fiscal quarters were as follows: First Fiscal Quarter 2014: January 1, 2014 March 25, 2014 Second Fiscal Quarter 2014: March 26, 2014 June 17, 2014 Third Fiscal Quarter 2014: June 18, 2014 September 9, 2014 Fourth Fiscal Quarter 2014: September 10, 2014 December 30, 2014 Business Purpose The Company was formed as a blank check company with no operations and as a vehicle to effect an initial business combination (a “Business Combination”) with one or more operating businesses. After the closing of the Company’s business combination on June 30, 2015, the Company became a holding company whose assets primarily consist of shares of its wholly owned subsidiary, Del Taco Holdings, Inc., a Delaware corporation (“DTH”). Financing The registration statement for the Company’s initial public offering (the “Public Offering”) (as described in Note 4) was declared effective by the SEC on November 13, 2013. On August 5, 2013, the Sponsor agreed to purchase simultaneously with the closing of the Public Offering $ 4,750,000 A total of approximately $ 150,000,000 147,000,000 2,652,900 347,100 Trust Account As of June 16, 2015, 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. Other than the withdrawal of interest to pay income taxes and franchise taxes, none of the funds held in trust could be released until the earlier of: (i) the completion of the Business Combination; or (ii) the redemption of 100 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 Regardless of whether the Company held a stockholder vote or a tender offer in connection with a Business Combination, a public stockholder had the right to redeem their shares for an amount in cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its franchise and income taxes. As a result, such shares of common stock were recorded at conversion/tender value and classified as temporary equity upon the completion of the Public Offering, in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 480, “Distinguishing Liabilities from Equity.” Liquidation If the Company did not complete a Business Combination by November 19, 2015, the Company would have been 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 not previously released to the Company to pay its franchise and income taxes (less up to $ 100,000 In the event of such a liquidation, it is likely that the per share value of the residual assets remaining available for distribution (including Trust Account assets) would have been approximately equal to the initial public offering price per share in the Public Offering (assuming no value is attributed to the warrants contained in the units offered in the Public Offering discussed in Note 4). Emerging Growth Company Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a registration statement under the Securities Act of 1933, as amended (the “Securities Act”) declared effective or do not have a class of securities registered under the Securities Exchange Act of 1934, as amended) 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 consolidated 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 accountant standards used. |
Significant Accounting Policies
Significant Accounting Policies | 6 Months Ended |
Jun. 16, 2015 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies [Text Block] | 3. Significant Accounting Policies 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 in accordance with FASB ASC 260, “Earnings Per Share.” 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 issued in the Public Offering and private placement, as calculated using the treasury stock method. As the Company reported a net loss for the period from August 2, 2013 (inception) to June 16, 2015, the effect of the 7,500,000 4,750,000 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 fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet. The Company complies with the requirements of the SEC Staff Accounting Bulletin (SAB) Topic 5A, “Expenses of Offering.” Deferred offering costs consist principally of professional and registration fees incurred through the balance sheet date that are related to the Public Offering and that were charged to stockholders’ equity upon the completion of the Public Offering. Accordingly, at June 16, 2015, offering costs totaling approximately $ 8,694,000 7,903,000 In June 2014, the Financial Accounting Standards Board 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 shareholder equity. Early application of each of the amendments is permitted for any annual reporting period or interim period for which the entity's financial statements have 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 has decided to adopt this standard for its reporting for the year ended December 30, 2014 and for subsequent reporting periods. As discussed in Note 2, all of the 15,000,000 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 retained earnings. Accordingly, at June 16, 2015, 13,622,394 15,000,000 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 financial statements and the reported amounts of revenue 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. There were no unrecognized tax benefits as of June 16, 2015. FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties at June 16, 2015. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities and has been since inception. In June 2014, FASB issued 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 has decided to adopt this standard for its reporting for the year ended December 30, 2014 and for subsequent reporting periods. 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 consolidated financial statements. |
Public Offering
Public Offering | 6 Months Ended |
Jun. 16, 2015 | |
Public offering Disclosure [Abstract] | |
Public offering Disclosure [Text Block] | Public Offering Public Units On November 19, 2013, the Company sold 15,000,000 10.00 Under the terms of the warrant agreement, the Company has agreed to use its best efforts to file a new registration statement under the Securities Act for the shares of common stock issuable upon exercise of the Public Warrants as soon as practicable, but in no event later than 15 business days after the closing of the Company’s Business Combination. Each whole Public Warrant entitles the holder to purchase one share of common stock at a price of $ 11.50 The Company paid an upfront underwriting discount of $ 0.20 3,000,000 0.55 5,250,000 0.35 The underwriters paid the Company $ 347,100 Public Warrant Terms and Conditions Exercise Conditions Registration Risk Accounting |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jun. 16, 2015 | |
Related Party Transactions [Abstract] | |
Related Party Transactions Disclosure [Text Block] | 5. Related Party Transactions Del Taco Merger On March 12, 2015, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) by and among the Company, its wholly-owned subsidiary, Levy Merger Sub, LLC (“Merger Sub”), and DTH, providing for the merger of Merger Sub with and into DTH (the “Merger”), with DTH surviving the Merger as a wholly-owned subsidiary of the Company. Concurrent with the execution of the Merger Agreement, Levy Epic Acquisition Company, LLC (“Levy Newco”), Levy Epic Acquisition Company II, LLC (“Levy Newco II” and with Levy Newco, the “Levy Newco Parties”), DTH and the DTH stockholders entered into a Stock Purchase Agreement (the “Stock Purchase Agreement”). Pursuant to the Stock Purchase Agreement, the Levy Newco Parties purchased 2,348,968 91.2 740,564 28.8 3,089,532 120.0 Although the parties to the Merger Agreement were not related parties prior to entering into the Merger Agreement, the Merger may be considered a Related Party Transaction after March 20, 2015, because, on that date, the Levy Newco Parties, which were managed by the same manager as the Sponsor and had some common members with the Sponsor, invested in DTH. On June 30, 2015, the Company consummated the transactions contemplated by the Merger Agreement. In connection with the closing of the transactions contemplated by the Merger Agreement (the “Closing”), the Company changed its name from Levy Acquisition Corp. to Del Taco Restaurants, Inc. After the Closing, the Company became a holding company whose assets primarily consist of interests in its wholly owned subsidiary, DTH. In connection with the Closing, the Company redeemed a total of 1,115 11,150 16,553,540 95 Founder Shares On August 5, 2013, the Sponsor purchased 4,312,500 25,000 0.006 17,250 100 The Founder Shares are identical to the common stock included in the units sold in the Public Offering, except that the Founder Shares are subject to certain transfer restrictions, as described in more detail below. On November 19, 2013, the Company’s initial stockholders forfeited an aggregate of 562,500 20.8 In connection with the Step 1 Investment, the Sponsor agreed to assign over 50 At the Closing, a total of 1,906,219 An aggregate of 937,500 5.0 The Founder Shares have been placed into an escrow account maintained in New York, New York by Continental Stock Transfer & Trust Company, acting as escrow agent. Subject to certain limited exceptions discussed in the Prospectus, the Founder Shares may not be transferred, assigned, sold or released from escrow until one year after the date of the consummation of the Business Combination or earlier if, subsequent to the Business Combination, (i) the last sale price of the Company’s common stock equals or exceeds $ 12.00 Rights Voting Private Placement Warrants The Sponsor purchased from the Company an aggregate of 4,750,000 1.00 4.75 11.50 15,000 30,000 The Private Placement Warrants (including the common stock issuable upon exercise of the Private Placement Warrants) will not be transferable, assignable or salable until 30 days after the completion of the Business Combination, and they will be non-redeemable so long as they are held by the initial purchasers of the Private Placement Warrants or their permitted transferees. If the Private Placement Warrants are held by someone other than the initial purchasers of the Private Placement Warrants or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants. Otherwise, the Private Placement Warrants have terms and provisions that are identical to those of the Public Warrants and have no net cash settlement provisions. Registration Rights The Company has entered into a stockholders agreement with respect to the Founder Shares, shares of common stock underlying the Private Placement Warrants, the shares of common stock that the Company will issue under the Merger Agreement or in the Step 2 Co-Investment (as defined below) and all shares issued to a holder with respect to the securities referred to above by way of any stock split, stock dividend, recapitalization, combination of shares, acquisition, consolidation, reorganization, share exchange, or similar event, which securities are collectively referred to herein as “registrable securities.” Under the stockholders agreement, the Company has registered for resale under a shelf registration statement all of the unregistered shares held by former DTH stockholders, the Levy Family (as defined below), and holders of Founder Shares and the Company’s warrants. The Levy Family and certain former DTH stockholders are also entitled to a number of demand registration rights. Holders of registrable securities will also have certain “piggyback” registration rights with respect to registration statements filed subsequent to the Merger. Directed Unit Program The Company’s independent directors also purchased an aggregate of 150,000 Sponsor Loans The Sponsor agreed to loan the Company up to an aggregate of $ 200,000 254,388 255,000 After the Public Offering but prior to the Closing, the Sponsor advanced to the Company a total of $ 912,451 255,467 389,623 389,623 Administrative Services The Company previously entered into an Amended and Restated Administrative Services Agreement with Levy Family Partners, pursuant to which the Company paid Levy Family Partners a total of (i) $ 10,000 15,000 15,000 850,000 |
Trust Account
Trust Account | 6 Months Ended |
Jun. 16, 2015 | |
Investments, All Other Investments [Abstract] | |
Investments and Other Noncurrent Assets [Text Block] | 6. Trust Account A total of $ 150,000,000 147,000,000 2,652,900 347,100 150,000,330 As of June 16, 2015, investment securities in the Company’s Trust Account consist of $ 150,000,000 330 Held-to-maturity: Carrying Amount Gross Unrealized Fair Value U.S. Treasury Securities June 16, 2015 $ 150,000,000 $ - $ 150,000,000 U.S. Treasury Securities December 30, 2014 149,992,538 1,462 149,994,000 The Trust Account assets were distributed in connection with the Closing. |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Jun. 16, 2015 | |
Fair Value Disclosures [Abstract] | |
Fair Value Disclosures [Text Block] | 7. Fair Value Measurements The Company has adopted FASB 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 adoption of FASB ASC 820 did not have an impact on the Company’s financial position or results of operations. The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis as of June 16, 2015, and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value. In general, fair values determined by Level 1 inputs utilize quoted prices (unadjusted) in active markets for identical assets or liabilities. Fair values determined by Level 2 inputs utilize data points that are observable such as quoted prices, interest rates and yield curves. Fair values determined by Level 3 inputs are unobservable data points for the asset or liability, and includes situations where there is little, if any, market activity for the asset or liability: Description June 16, Quoted Prices in Significant Significant Assets: Investments held in Trust: $ 150,000,000 $ 150,000,000 $ - $ - |
Stockholders' Equity
Stockholders' Equity | 6 Months Ended |
Jun. 16, 2015 | |
Stockholders Equity Note [Abstract] | |
Stockholders Equity Note Disclosure [Text Block] | 8. Stockholders’ Equity Common Stock 400,000,000 Holders of the Company’s common stock are entitled to one vote for each share of common stock. 18,750,000 13,622,394 Preferred Shares 1,000,000 |
Purported Class Action
Purported Class Action | 6 Months Ended |
Jun. 16, 2015 | |
Business Combinations [Abstract] | |
Business Combination Disclosure [Text Block] | 9. Purported Class Action Jeffery Tomasulo, on behalf of himself and all others similarly situated v. Levy Acquisition Sponsor, LLC, Lawrence F. Levy, Howard B. Bernick, Marc S. Simon, Craig J. Duchossois, Ari B. Levy, Steven C. Florsheim, Gregory G. Flynn, Del Taco Holdings, Inc., and Levy Acquisition Corp. As discussed in more detail below in Note 10 “Subsequent Events,” on June 30, 2015, the Company reached a settlement in principle of all claims asserted in the purported class action. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 16, 2015 | |
Subsequent Events [Abstract] | |
Subsequent Events [Text Block] | 10. Subsequent Events Del Taco Merger On June 30, 2015, the Company completed its Business Combination with DTH. Pursuant to the Merger Agreement, upon the effectiveness of the Merger on June 30, 2015, all shares of DTH stock then outstanding were converted into either (i) the right to receive cash and common stock of the Company (in the case of all DTH stockholders other than the Levy Newco Parties) or (ii) the right to receive only common stock of the Company (with the Levy Newco Parties having only the right to receive shares of common stock of the Company in exchange for their shares of DTH stock held prior to the Merger). In connection with the Closing, the Company redeemed a total of 1,115 11,150 16,553,540 95 10 At the closing of the Merger, a total of 1,906,219 Certain investors (collectively, the “Step 2 Co-Investors”) separately purchased from the Company at the closing of the Merger an aggregate of 3,500,000 10.00 For the three months ended June 16, 2015, the Company incurred approximately $ 2,075,000 In connection with the Closing, each outstanding unit of the Company was separated into its component share of common stock and one-half warrant. As of the Closing, there were 38,802,425 12,639,623 In connection with the Closing, the Company changed its name from Levy Acquisition Corp. to Del Taco Restaurants, Inc. The Company is currently evaluating the purchase price allocation following the consummation of the Merger. It is not practicable to disclose the preliminary purchase price allocation or unaudited pro-forma combined financial information as of June 16, 2015 for this transaction, given the short period of time between the acquisition date and the issuance of these unaudited condensed consolidated financial statements. Settlement in Principle of Purported Class Action After the periods covered by the accompanying unaudited consolidated interim financial statements, the Company reached a settlement in principle of all claims asserted in the Complaint. The settlement resolves all claims that the June 11, 2015 definitive proxy filed by the Company is misleading or incomplete, as well as all other causes of action asserted in the case. The settlement in principle does not provide for any monetary payment to the plaintiff or the putative plaintiff class, but the plaintiff may request that the Circuit Court order the Company to pay its attorneys’ fees. Any final settlement will be subject to the Circuit Court’s approval. Shelf Registration Statement On July 2, 2015, the Company filed a Registration Statement on Form S-3 (File No. 333-205467) (the “Form S-3”) to register for resale the Founder Shares, the shares of common stock underlying the Private Placement Warrants, the shares of common stock underlying the Public Warrants, and the shares of common stock that the Company issued under the Merger Agreement and in the Step 2 Co-Investment. The Form S-3 was declared effective by the SEC on July 15, 2015. |
Significant Accounting Polici18
Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 16, 2015 | |
Accounting Policies [Abstract] | |
Net Loss Per Share, Policy [Policy Text Block] | 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 in accordance with FASB ASC 260, “Earnings Per Share.” 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 issued in the Public Offering and private placement, as calculated using the treasury stock method. As the Company reported a net loss for the period from August 2, 2013 (inception) to June 16, 2015, the effect of the 7,500,000 4,750,000 |
Concentration of 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 fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet. |
Offering Costs, Policy [Policy Text Block] | Offering Costs The Company complies with the requirements of the SEC Staff Accounting Bulletin (SAB) Topic 5A, “Expenses of Offering.” Deferred offering costs consist principally of professional and registration fees incurred through the balance sheet date that are related to the Public Offering and that were charged to stockholders’ equity upon the completion of the Public Offering. Accordingly, at June 16, 2015, offering costs totaling approximately $ 8,694,000 7,903,000 |
Development Stage Company, Policy [Policy Text Block] | Development Stage Company In June 2014, the Financial Accounting Standards Board 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 shareholder equity. Early application of each of the amendments is permitted for any annual reporting period or interim period for which the entity's financial statements have 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 has decided to adopt this standard for its reporting for the year ended December 30, 2014 and for subsequent reporting periods. |
Redeemable Common Stock, Policy [Policy Text Block] | Redeemable Common Stock As discussed in Note 2, all of the 15,000,000 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 retained earnings. Accordingly, at June 16, 2015, 13,622,394 15,000,000 |
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 revenue 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. There were no unrecognized tax benefits as of June 16, 2015. FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties at June 16, 2015. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities and has been since inception. |
Recent Accounting Pronouncements, Policy [Policy Text Block] | Recent Accounting Pronouncements In June 2014, FASB issued 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 has decided to adopt this standard for its reporting for the year ended December 30, 2014 and for subsequent reporting periods. 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 consolidated financial statements. |
Trust Account (Tables)
Trust Account (Tables) | 6 Months Ended |
Jun. 16, 2015 | |
Investments, All Other Investments [Abstract] | |
Held-to-maturity Securities [Table Text Block] | The carrying amount, excluding interest income, gross unrealized holding gains and fair value of held-to-maturity securities at June 16, 2015 and December 30, 2014 are as follows: Held-to-maturity: Carrying Amount Gross Unrealized Fair Value U.S. Treasury Securities June 16, 2015 $ 150,000,000 $ - $ 150,000,000 U.S. Treasury Securities December 30, 2014 149,992,538 1,462 149,994,000 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Jun. 16, 2015 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis [Table Text Block] | The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis as of June 16, 2015, and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value. In general, fair values determined by Level 1 inputs utilize quoted prices (unadjusted) in active markets for identical assets or liabilities. Fair values determined by Level 2 inputs utilize data points that are observable such as quoted prices, interest rates and yield curves. Fair values determined by Level 3 inputs are unobservable data points for the asset or liability, and includes situations where there is little, if any, market activity for the asset or liability: Description June 16, Quoted Prices in Significant Significant Assets: Investments held in Trust: $ 150,000,000 $ 150,000,000 $ - $ - |
Organization and Business Ope21
Organization and Business Operations (Details Textual) - Jun. 16, 2015 - USD ($) | Total |
Organization and Business Operations [Line Items] | |
Assets Held-in-trust, Total | $ 150,000,000 |
Redemption Percentage | 100.00% |
Assets Held In Trust, Fair Market Value, Percentage | 80.00% |
Threshold Limit For Redeeming Public Shares Based on Net Tangible Asset | 5,000,001 |
Asset Held In Trust, Interest To Pay Dissolution Expenses | $ 100,000 |
Adjustments To Additional Paid In Capital, Reimbursement Of Public Offering Expenses | 347,100 |
Underwriters [Member] | |
Organization and Business Operations [Line Items] | |
Proceeds from Issuance Initial Public Offering | 147,000,000 |
Private Placement [Member] | |
Organization and Business Operations [Line Items] | |
Proceeds from Issuance of Warrants | 2,652,900 |
Warrant [Member] | |
Organization and Business Operations [Line Items] | |
Proceeds from Issuance Initial Public Offering | $ 4,750,000 |
Significant Accounting Polici22
Significant Accounting Policies (Details Textual) - USD ($) | 6 Months Ended | 23 Months Ended | |
Jun. 16, 2015 | Jun. 16, 2015 | Dec. 30, 2014 | |
Accounting Policies [Line Items] | |||
Cash, FDIC Insured Amount | $ 250,000 | $ 250,000 | |
Deferred Offering Costs | 8,694,000 | $ 8,694,000 | |
Expense Related to Distribution or Servicing and Underwriting Fees | $ 7,903,000 | ||
Threshold Limit For Redeeming Public Shares Based on Net Tangible Asset | 5,000,001 | ||
Temporary Equity, Shares Issued | 13,622,394 | 13,622,394 | 13,943,670 |
Shares, Issued | 15,000,000 | 15,000,000 | |
Common Stock [Member] | |||
Accounting Policies [Line Items] | |||
Shares, Issued | 15,000,000 | 15,000,000 | |
Public Offering [Member] | |||
Accounting Policies [Line Items] | |||
Warrants Issued | 7,500,000 | ||
Private Placement [Member] | |||
Accounting Policies [Line Items] | |||
Warrants Issued | 4,750,000 | 4,750,000 |
Public Offering (Details Textua
Public Offering (Details Textual) | 1 Months Ended | 3 Months Ended | 6 Months Ended | |||
Nov. 19, 2013$ / Unit | Jun. 16, 2015USD ($)$ / shares | Jun. 17, 2014USD ($) | Jun. 16, 2015USD ($)$ / shares$ / Unit | Jun. 16, 2015USD ($)$ / shares | Jun. 17, 2014USD ($) | |
Public Offering [Line Items] | ||||||
Stock Units Issued | 15,000,000 | 150,000 | ||||
Stock Units Issued, Price Per Unit | $ / Unit | 10 | 0.55 | ||||
Underwriter's Discount Price Per Unit | $ / Unit | 0.20 | |||||
Payments for Underwriting Expense | $ 3,000,000 | |||||
Reimbursement Revenue | $ 0 | $ 0 | $ 536,218 | $ 0 | ||
Stock Units, Description | Each Public Unit consists of one share of common stock of the Company, $0.0001 par value per share, and one-half of one warrant (the “Public Warrants”). | |||||
Deferred Discount | $ 5,250,000 | |||||
Deferred Discount Amount Per Unit | $ / shares | $ 0.35 | |||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 11.50 | $ 11.50 | $ 11.50 | |||
Underwriters [Member] | ||||||
Public Offering [Line Items] | ||||||
Reimbursement Revenue | $ 347,100 |
Related Party Transactions (Det
Related Party Transactions (Details Textual) | Aug. 05, 2013USD ($)$ / sharesshares | Jun. 30, 2015USD ($)shares | Nov. 24, 2013USD ($) | Nov. 19, 2013USD ($)shares | Oct. 17, 2013USD ($) | Jun. 16, 2015USD ($)$ / sharesshares | Jun. 16, 2015USD ($)$ / sharesshares |
Related Party Transaction [Line Items] | |||||||
Stock Issued During Period, Value, New Issues | $ 25,000 | ||||||
Sale of Stock, Price Per Share | $ / shares | $ 12 | $ 12 | |||||
Sale of Stock, Consideration Received Per Transaction | $ 100 | ||||||
Percentage Of Common Shares Issued And Outstanding | 5.00% | ||||||
Noncontrolling Interest, Ownership Percentage by Noncontrolling Owners | 20.80% | ||||||
Common Stock Subject To Forfeiture, Value | $ 937,500 | ||||||
Sale of Stock, Consideration Received on Transaction | $ 17,250 | ||||||
Stock Units Issued | 15,000,000 | 150,000 | |||||
Levy Family Partners Monthly Fee | $ 15,000 | ||||||
Levy Family Partners Fee | $ 850,000 | ||||||
Shares Issued, Price Per Share | $ / shares | $ 0.006 | ||||||
Step 1 Investment [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Percentage of Shares Issued To Third Parties | 50.00% | ||||||
Del Taco Merger [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Business Combination Number of Shares Acquired | shares | 3,089,532 | ||||||
Payments to Acquire Businesses, Gross | $ 120,000,000 | ||||||
Del Taco Merger [Member] | Subsequent Event [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Stock Redeemed or Called During Period, Shares | shares | 1,115 | 1,115 | |||||
Stock Redeemed or Called During Period, Value | $ 11,150 | $ 11,150 | |||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | shares | 16,553,540 | 16,553,540 | |||||
Business Combination, Consideration Transferred | $ 95,000,000 | $ 95,000,000 | |||||
DTH Shareholders [Member] | Step 1 Investment [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Business Combination Number of Shares Acquired | shares | 740,564 | ||||||
Payments to Acquire Businesses, Gross | $ 28,800,000 | ||||||
DTH [Member] | Del Taco Merger [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Business Combination Number of Shares Acquired | shares | 2,348,968 | ||||||
Payments to Acquire Businesses, Gross | $ 91,200,000 | ||||||
Amended and Restated Administrative Services Agreement [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Operating Leases, Rent Expense | 10,000 | ||||||
Officers Compensation | $ 15,000 | ||||||
Unsecured Debt [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Notes Payable, Related Parties | $ 200,000 | ||||||
Debt Instrument, Face Amount | $ 254,388 | ||||||
Debt Instrument, Increase (Decrease), Net, Total | $ 255,000 | ||||||
Vice President [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Number of Warrants Transferred | shares | 30,000 | ||||||
Independent Directors [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Number of Warrants Transferred | shares | 15,000 | ||||||
Third Party Investor [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Stock Issued During Period, Shares, Issued for Services | shares | 1,906,219 | ||||||
Sponsor [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Debt Instrument, Face Amount | $ 255,467 | $ 255,467 | |||||
Sponsor [Member] | Working Capital Loan [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Debt Instrument, Face Amount | 912,451.22 | $ 912,451.22 | |||||
Debt Conversion, Converted Instrument, Amount | $ 389,623 | ||||||
Debt Conversion, Converted Instrument, Warrants or Options Issued | shares | 389,623 | ||||||
Private Placement [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Warrants Issued | shares | 4,750,000 | 4,750,000 | |||||
Warrants Price | 11.50 | ||||||
Common Stock [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Stock Issued During Period, Shares, New Issues | shares | 4,312,500 | ||||||
Stock Issued During Period, Shares, Share-based Compensation, Forfeited | shares | 562,500 | ||||||
Warrant [Member] | Private Placement [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Sale of Stock, Price Per Share | $ / shares | $ 1 | $ 1 | |||||
Sale of Stock, Consideration Received on Transaction | $ 4,750,000 |
Trust Account (Details)
Trust Account (Details) - US Treasury Securities [Member] - USD ($) | 6 Months Ended | 12 Months Ended |
Jun. 16, 2015 | Dec. 30, 2014 | |
Trust Account [Line Items] | ||
Held-to-maturity Securities, Carrying Amount | $ 150,000,000 | $ 149,992,538 |
Held-to-maturity Securities, Gross Unrealized Holdings Gains (Losses) | 0 | 1,462 |
Held-to-maturity Securities, Fair Value | $ 150,000,000 | $ 149,994,000 |
Trust Account (Details Textual)
Trust Account (Details Textual) - USD ($) | 6 Months Ended | |
Jun. 16, 2015 | Dec. 30, 2014 | |
Trust Account [Line Items] | ||
Assets Held-in-trust, Total | $ 150,000,000 | |
Adjustments To Additional Paid In Capital, Reimbursement Of Public Offering Expenses | 347,100 | |
Assets Held-in-trust, Noncurrent | 150,000,330 | $ 150,056,895 |
Cash Equivalents, at Carrying Value | 330 | |
Underwriters [Member] | ||
Trust Account [Line Items] | ||
Proceeds from Issuance Initial Public Offering | 147,000,000 | |
US Treasury Securities [Member] | ||
Trust Account [Line Items] | ||
Held-to-maturity Securities, Current | 150,000,000 | |
Private Placement [Member] | ||
Trust Account [Line Items] | ||
Proceeds from Issuance of Warrants | $ 2,652,900 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) | Jun. 16, 2015 | Dec. 30, 2014 |
Assets: | ||
Investments held in Trust: | $ 150,000,330 | $ 150,056,895 |
Fair Value, Inputs, Level 1 [Member] | ||
Assets: | ||
Investments held in Trust: | 150,000,000 | |
Fair Value, Inputs, Level 2 [Member] | ||
Assets: | ||
Investments held in Trust: | 0 | |
Fair Value, Inputs, Level 3 [Member] | ||
Assets: | ||
Investments held in Trust: | $ 0 |
Stockholders_ Equity (Details T
Stockholders’ Equity (Details Textual) - shares | 6 Months Ended | |
Jun. 16, 2015 | Dec. 30, 2014 | |
Class of Stock [Line Items] | ||
Common Stock, Shares Authorized | 400,000,000 | 400,000,000 |
Common Stock, Voting Rights | Holders of the Companys common stock are entitled to one vote for each share of common stock. | |
Common Stock, Shares, Outstanding | 5,127,606 | 4,806,330 |
Temporary Equity, Shares Issued | 13,622,394 | 13,943,670 |
Preferred Stock, Shares Authorized | 1,000,000 | 1,000,000 |
Common Stock [Member] | ||
Class of Stock [Line Items] | ||
Common Stock, Shares, Outstanding | 18,750,000 |
Subsequent Events (Details Text
Subsequent Events (Details Textual) - USD ($) | Mar. 12, 2015 | Jun. 30, 2015 | Mar. 20, 2015 | Jun. 16, 2015 | Jun. 16, 2015 | Dec. 30, 2014 |
Subsequent Event [Line Items] | ||||||
Common Stock, Shares, Outstanding | 5,127,606 | 5,127,606 | 4,806,330 | |||
Business Acquisition, Date of Acquisition Agreement | Mar. 12, 2015 | |||||
Common Stock, Shares, Issued | 5,127,606 | 5,127,606 | 4,806,330 | |||
Step 1 Investment [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Shares Transferred To Third Parties | 1,906,219 | |||||
Business Acquisition, Share Price | $ 10 | |||||
Step 2 Co-Investment [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Business Acquisition, Share Price | $ 10 | $ 10 | ||||
Common Stock, Shares, Outstanding | 3,500,000 | 3,500,000 | ||||
Del Taco Merger [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Business Combination, Acquisition Related Costs | $ 2,075,000 | |||||
Common Stock, Shares, Outstanding | 38,802,425 | 38,802,425 | ||||
Class of Warrant or Right, Outstanding | 12,639,623 | 12,639,623 | ||||
Business Acquisition, Effective Date of Acquisition | Mar. 20, 2015 | |||||
Common Stock, Shares, Issued | 38,802,425 | 38,802,425 | ||||
Del Taco Merger [Member] | Subsequent Event [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Stock Redeemed or Called During Period, Shares | 1,115 | 1,115 | ||||
Stock Redeemed or Called During Period, Value | $ 11,150 | $ 11,150 | ||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | 16,553,540 | 16,553,540 | ||||
Business Combination, Consideration Transferred | $ 95,000,000 | $ 95,000,000 |