Garnero Group Acquisition (GGAC) 10-Q 13 Nov 15 2016 Q1 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	3 Months Ended
	Sep. 30, 2015	Nov. 12, 2015
Document and Entity Information [Abstract]
Entity Registrant Name	Garnero Group Acquisition Co
Entity Central Index Key	1,603,969
Amendment Flag	false
Current Fiscal Year End Date	--06-30
Document Type	10-Q
Document Period End Date	Sep. 30, 2015
Document Fiscal Year Focus	2,016
Document Fiscal Period Focus	Q1
Entity Filer Category	Accelerated Filer
Entity Common Stock, Shares Outstanding		18,602,813

Condensed Balance Sheets

Condensed Balance Sheets - USD ($)	Sep. 30, 2015	Jun. 30, 2015
Current assets:
Cash and cash equivalents	$ 20,283	$ 278
Prepaid expenses	39,667	48,667
Total current assets	59,950	48,945
Restricted cash and cash equivalents held in trust	144,621,160	144,551,737
Total assets	144,681,110	144,600,682
Current Liabilities:
Accounts payable and accrued expenses	144,438	93,943
Advances from related party	1,078,750	725,878
Total liabilities	$ 1,223,188	$ 819,821
Commitments
Ordinary shares subject to possible conversion (13,762,388 and 13,809,040 shares at conversion value)	$ 138,457,915	$ 138,780,852
Shareholders' Equity:
Preferred shares, $.0001 par value; 1,000,000 shares authorized; none issued and outstanding
Ordinary shares, $.0001 par value; 120,000,000 shares authorized;4,840,425 and 4,793,773 shares issued and outstanding (excluding 13,762,388 and 13,809,040 shares subject to possible conversion) at September 30, 2015 and June 30, 2015	$ 484	$ 479
Additional paid-in capital	6,423,047	6,100,114
Accumulated deficit	(1,423,524)	(1,100,584)
Total Shareholders' Equity	5,000,007	5,000,009
Total Liabilities and Shareholders' Equity	$ 144,681,110	$ 144,600,682

Condensed Balance Sheets (Paren

Condensed Balance Sheets (Parenthetical) - $ / shares	Sep. 30, 2015	Jun. 30, 2015
Balance Sheets [Abstract]
Shares at conversion value	13,762,388	13,809,040
Preferred stock, par value	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	1,000,000	1,000,000
Preferred stock, issued
Preferred stock, shares outstanding
Ordinary shares, par value	$ 0.0001	$ 0.0001
Ordinary shares, shares authorized	120,000,000	120,000,000
Ordinary shares, shares issued	4,840,425	4,793,773
Ordinary shares, shares outstanding	4,840,425	4,793,773

Condensed Statements of Operati

Condensed Statements of Operations (Unaudited) - USD ($)	3 Months Ended
	Sep. 30, 2015	Sep. 30, 2014
Formation and operating costs
Legal and professional fees	$ 343,819	$ 141,217
General and administrative	18,544	75,578
Office expense - related party	30,000	30,270
Loss from operations	(392,363)	(247,065)
Interest income	69,423	25,129
Net loss	$ (322,940)	$ (221,936)
Weighted average shares outstanding, basic and diluted (1)	4,794,280	3,696,113
Basic and diluted net loss per ordinary share	$ (0.07)	$ (0.06)

Condensed Statements of Operat5

Condensed Statements of Operations (Parenthetical) (Unaudited) - shares	3 Months Ended
	Sep. 30, 2015	Sep. 30, 2014
Income Statement [Abstract]
Weighted average shares outstanding subject to possible conversion	13,762,388	13,895,577

Condensed Statements of Cash Fl

Condensed Statements of Cash Flows (Unaudited) - USD ($)	3 Months Ended
	Sep. 30, 2015	Sep. 30, 2014
Operating Activities
Net loss	$ (322,940)	$ (221,936)
Adjustments to reconcile net loss to net cash used in operating activities:
Expenses paid by related party on behalf of the Company	123,072
Interest income in restricted cash and cash equivalents held in trust	(69,423)	$ (25,129)
Changes in operating assets and liabilities:
Prepaid expenses	9,000	(131,368)
Accounts payable and accrued expenses	50,496	(12,656)
Net Cash Used in Operating Activities	$ (209,795)	(391,089)
Investing Activities
Purchase of restricted cash and cash equivalents held in trust		(144,468,775)
Net Cash Used in Investing Activities		$ (144,468,775)
Financing Activities
Proceeds from advances from related party	$ 229,800
Proceeds from public offering, net of costs		$ 145,139,559
Repayments of notes payable to related party		(125,000)
Repayments of advances from related party		(87,500)
Net Cash Provided by Financing Activities	$ 229,800	144,927,059
Net increase in cash and cash equivalents	20,005	67,215
Cash and cash equivalents - beginning	278	160
Cash and cash equivalents - ending	$ 20,283	$ 67,375

Condensed Statements of Cash F7

Condensed Statements of Cash Flows (Parenthetical) (Unaudited)	3 Months Ended
	Sep. 30, 2014USD ($)
Supplemental disclosure of noncash investing and financing activities:
Deferred offering cost	$ 283,114
Proceeds from common stock public offering	$ 139,650,549

Organization and Plan of Busine

Organization and Plan of Business Operations	3 Months Ended
	Sep. 30, 2015
Organization and Plan of Business Operations [Abstract]
Organization and Plan of Business Operations	Note 1 — Organization and Plan of Business Operations Garnero Group Acquisition Company (the “Company”) was incorporated in the Cayman Islands on February 11, 2014 as a blank check company whose objective is to acquire, through a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination, one or more businesses or entities (a “Business Combination”). The Company’s efforts to identify a prospective target business will not be limited to a particular industry or geographic region of the world although the Company is currently focusing on target businesses located in Latin America or Europe operating in the energy (including renewables) and biotechnology industries or target businesses in such industries operating outside of those geographic locations which the Company believes would benefit from expanding their operations to such locations. All activity through September 30, 2015 relates to the Company’s formation, issuance of ordinary shares to the initial shareholders of the Company (“Initial Shareholders”), the offering described below and identification and due diligence related to a potential target business. The registration statement for the Company’s initial public offering (“Initial Public Offering”) was declared effective on June 25, 2014. The Company consummated the Initial Public Offering of 12,500,000 units on July 1, 2014 at an offering price of $10 per unit, generating gross proceeds of $125,000,000 and net proceeds of $120,375,090 after deducting $4,624,910 of transaction costs, which is discussed in Note 5. Simultaneously with the consummation of the Initial Public Offering, the Company consummated a private placement of 563,750 units (“Private Units”) generating gross proceeds of $5,637,500 to an affiliate of one of the Initial Shareholders and the underwriters which is described in Note 6. On July 1, 2014, the underwriters exercised their full over-allotment option to the extent of 1,875,000 units and on July 7, 2014, the Company consummated the closing of the overallotment option (“Overallotment”). The Initial Public Offering and the Overallotment are collectively referred to as the “Offering.” The 1,875,000 units sold pursuant to the Overallotment were sold at an offering price of $10.00 per Unit, generating gross proceeds of $18,750,000 and net proceeds of $18,140,625 after deducting the underwriter’s discount of $609,375. In a private placement that took place simultaneously with the consummation of the exercise of the Overallotment, the affiliate of one of the Initial Shareholders and the underwriters purchased an additional 70,313 Private Units at $10.00 per unit generating gross proceeds of $703,130. Following the closing of the Overallotment on July 7, 2014, an amount of $144,468,755 (or $10.05 per share sold to the public in the Offering) from the sale of the units in the Offering and the Private Units was placed in a trust account (“Trust Account”) and was invested in United States government treasury bills having a maturity of 180 days or less or in money market funds meeting the applicable conditions of Rule 2a-7 promulgated under the Investment Company Act of 1940, as amended. The $144,468,755 placed into the Trust Account may not be released until the earlier of (i) the consummation of the Company’s initial Business Combination and (ii) the Company’s failure to consummate a Business Combination within the prescribed time. Placing funds in the Trust Account may not protect those funds from third party claims against the Company. Although the Company has obtained and will continue to seek to have all vendors, service providers, prospective target businesses or other entities it engages, execute agreements with the Company waiving any claim of any kind in or to any monies held in the Trust Account, there is no guarantee that such persons will execute such agreements. The Company’s Chief Executive Officer has agreed that he will be liable under certain circumstances to ensure that the proceeds in the Trust Account are not reduced by the claims of target businesses or vendors or other entities that are owed money by the Company for services rendered, contracted for or products sold to the Company. However, there can be no assurance that he will be able to satisfy those obligations should they arise. The remaining net proceeds (not held in the Trust Account) may be used to pay for business, legal and accounting due diligence on prospective acquisitions and continuing general and administrative expenses. In addition, (i) interest income on the funds held in the Trust Account can be released to the Company to pay its income and other tax obligations and (ii) interest income on the funds held in the Trust Account of up to $500,000 after payment of taxes can be released to the Company to pay for its working capital requirements in connection with searching for a Business Combination. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Offering and Private Units, although substantially all of the net proceeds are intended to be generally applied toward consummating a Business Combination. The Company’s Units are listed on the Nasdaq Capital Market (“NASDAQ”). Pursuant to the NASDAQ listing rules, the Company’s initial Business Combination must be with a target business or businesses whose collective fair market value is at least equal to 80% of the balance in the Trust Account at the time of the execution of a definitive agreement for such Business Combination, although this may entail simultaneous acquisitions of several target businesses. There is no assurance that the Company will be able to effect a Business Combination successfully. The Company, after signing a definitive agreement for the acquisition of a target business (see Note 4), is required to provide shareholders who acquired ordinary shares in the Offering (“Public Shareholders”) with the opportunity to convert their shares (“Public Shares”) for a pro rata share of the Trust Account. However, the Company is not permitted to consummate an initial Business Combination unless it has at least $5,000,001 of net tangible assets upon the close of such Business Combination and a majority of the outstanding ordinary shares voted are voted in favor of the business combination. The Initial Shareholders have agreed that they will vote any shares they then hold in favor of any proposed Business Combination and will waive any conversion rights with respect to such shares. In connection with any proposed Business Combination, the Company will seek shareholder approval of an initial Business Combination at a meeting called for such purpose at which shareholders may seek to convert their shares, regardless of whether they vote for or against the proposed Business Combination. If the Company seeks shareholder approval of an initial Business Combination, any Public Shareholder voting either for or against such proposed Business Combination will be entitled to demand that his ordinary shares be converted into a full pro rata portion of the amount then in the Trust Account (initially $10.05 per share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company or necessary to pay its taxes). The Rights and Warrants (discussed in Note 5 – Initial Public Offering) sold as part of the Units will not be entitled to vote on the proposed Business Combination and will have no conversion or liquidation rights. Notwithstanding the foregoing, a Public Shareholder, together with any affiliate or other person with whom such Public Shareholder is acting in concert or as a “group” (within the meaning of Section 13 of the Securities Act of 1934, as amended), will be restricted from seeking conversion rights with respect to 30% or more of the shares of ordinary shares sold in the Offering. A “group” will be deemed to exist if Public Shareholders (i) file a Schedule 13D or 13G indicated the presence of a group or (ii) acknowledge to the Company that they are acting, or intend to act, as a group. Pursuant to the Company’s amended and restated memorandum and articles of association, if the Company does not consummate a Business Combination by June 25, 2016, it will trigger the Company’s automatic winding up, dissolution and liquidation. As a result, this has the same effect as if the Company had formally gone through a voluntary liquidation procedure under the Companies Law. Accordingly, no vote would be required from the Company’s shareholders to commence such a voluntary winding up, dissolution and liquidation. If the Company is unable to consummate an initial Business Combination, each holder will receive a full pro rata portion of the amount then in the Trust Account, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company or necessary to pay any of its taxes. Holders of Rights, Warrants and unit purchase options will receive no proceeds in connection with the liquidation with respect to such rights. The Initial Shareholders and the holders of Private Units will not participate in any distribution with respect to their initial shares and Private Units, including the ordinary shares included in the Private Units. If the Company is unable to conclude its initial Business Combination and expends all of the net proceeds of the Offering not deposited in the Trust Account, without taking into account any interest earned on the Trust Account, the Company expects that the initial per-share liquidation price of ordinary shares will be $10.05. The proceeds deposited in the Trust Account could, however, become subject to claims of the Company’s creditors that are in preference to the claims of the Company’s shareholders. In addition, if the Company is forced to file a bankruptcy case or an involuntary bankruptcy case is filed against it that is not dismissed, the proceeds held in the Trust Account could be subject to applicable bankruptcy law, and may be included in its bankruptcy estate and subject to the claims of third parties with priority over the claims of the Company’s ordinary shareholders. Therefore, the actual per-share liquidation price may be less than $10.05. The Company has principally financed its operations from inception using proceeds from the sale of its equity securities to its initial shareholders, proceeds from the Offering and loans from a related party. As of September 30, 2015, the Company had $20,283 in its operating account. Interest earned on the Trust Account balance through September 30, 2015 available to be released to the Company amounted to approximately $152,000. Interest to be earned on the Trust Account balance to be released to the Company to fund working capital requirements from October 1, 2015 through June 25, 2016 is estimated to be approximately $208,000. The Company’s Chief Executive Officer, Mario Garnero, has also committed to provide loans to the Company of up to $1,120,000, of which $1,078,750 was loaned to the Company through September 30, 2015. $725,878 of these loans was evidenced by notes entered into on September 28, 2015. All loans will either be repaid upon the consummation of a Business Combination or, at the option of the holder, up to $500,000 may be converted into additional Private Units at a price of $10.00 per Private Unit. Based on the foregoing, the Company believes it will have sufficient cash to meet its needs through the earlier of consummation of a Business Combination or June 26, 2016, the date the Company’s liquidation will be triggered if a Business Combination is not consummated.

Significant Accounting Policies

Significant Accounting Policies	3 Months Ended
	Sep. 30, 2015
Significant Accounting Policies [Abstract]
Significant Accounting Policies	Note 2 — Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with U.S. GAAP for interim financial information and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP. In the opinion of management, all adjustments (consisting of normal accruals) considered for a fair presentation have been included. Operating results for the three months ended September 30, 2015 are not necessarily indicative of the results that may be expected for the year ending June 30, 2016. For further information refer to the financial statements and footnotes thereto included in the Company’s Annual Report on Form 10-K for the year ended June 30, 2015. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company maintains cash balances that at times may be uninsured or in deposit accounts that exceed Federal Deposit Insurance Corporation limits. The Company maintains its cash deposits with major financial institutions. Restricted Cash and Cash Equivalents Held in Trust The amounts held in the Trust Account represent substantially all of the proceeds of the Offering and are classified as restricted assets since such amounts can only be used by the Company in connection with the consummation of a Business Combination. As of September 30, 2015, cash and cash equivalents held in the Trust Account consisted of $144,620,876 in United States Treasury Bills and $284 in cash. At September 30, 2015, there was approximately $152,000 of interest income held in the Trust Account available to be released to the Company. Ordinary Shares Subject to Possible Conversion The Company accounts for its ordinary shares subject to possible conversion in accordance with the guidance provided in Accounting Standards Codification (“ASC”) 480 “Distinguishing Liabilities from Equity”. Ordinary shares subject to mandatory conversion (if any) are classified as a liability instrument and measured at fair value. Conditionally convertible ordinary shares (including ordinary shares that feature conversion rights that are either within the control of the holder or subject to conversion upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, ordinary shares are classified as stockholders’ equity. The Company’s ordinary shares feature certain conversion rights that are considered by the Company to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly at September 30, 2015, the ordinary shares subject to possible conversion are presented as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheet. Loss per Share Loss per share is computed by dividing net loss by the weighted-average number of ordinary shares outstanding during the period. Ordinary shares subject to possible conversion of 13,762,388 and 13,895,577 shares at September 30, 2015 and 2014 have been excluded from the calculation of basic loss per share since such shares, if converted, only participate in their pro rata share of the Trust Account earnings. The Company has not considered the effect of (i) warrants and rights included in the units sold in the Offering to acquire 9,005,438 Ordinary Shares and (ii) 1,250,000 Ordinary Shares and warrants and rights to acquire 750,000 Ordinary Shares included in the unit purchase option sold to the underwriter, in the calculation of diluted loss per share, since the exercise of the warrants and automatic conversion of the rights are contingent on the occurrence of future events. Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America 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 expenses during the reporting period. Actual results could differ from those estimates. Income Taxes The Company accounts for income taxes under ASC Topic 740 “Income Taxes” (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position 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. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. The Company determined that the Cayman Islands is its only major tax jurisdiction. Based on the Company’s evaluation, it has been concluded that there are no significant uncertain tax positions requiring recognition in the Company’s financial statements for the tax periods ended September 30, 2015 and 2014. Since the Company was incorporated on February 11, 2014, the evaluation was performed for the period from February 11, 2014 through September 30, 2015. The Company believes that its income tax positions would be sustained on audit and does not anticipate any adjustments that would result in material changes to its financial position. The Company’s policy for recording interest and penalties associated with audits is to record such expense as a component of income tax expense. There were no amounts accrued for penalties or interest as of or during the periods ended September 30, 2015 and 2014. Management is currently unaware of any issues under review that could result in significant payments, accruals or material deviations from its position. Recent Accounting Pronouncements Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material impact on the accompanying financial statements. Subsequent Events The Company evaluates events that have occurred after the balance sheet date through the date which these financial statements were issued. Based upon the review the Company did not identify any recognized or non-recognized subsequent events that would have required adjustment or disclosure in the financial statements.

Shareholder Commitment

Shareholder Commitment	3 Months Ended
	Sep. 30, 2015
Shareholder Commitment [Abstract]
Shareholder Commitment	Note 3 — On October 10, 2014, November 19, 2014, February 16, 2015, May 15, 2015 and September 29, 2015, the Company’s Chief Executive Officer, Mario Garnero, executed five separate commitment letters to provide loans to the Company of up to an aggregate of $1,120,000, of which $1,078,750 was loaned to the Company through September 30, 2015. $725,878 of these loans were evidenced by notes entered into on September 28, 2015. All loans will either be repaid upon the consummation of a Business Combination or, at the option of the holder, up to $500,000 may be converted into additional Private Units at a price of $10.00 per Private Unit. At June 30, 2014, the Company had a $125,000 principal amount unsecured promissory note to an entity controlled by the Company’s Chief Executive Officer (“Affiliate”). The note was non-interest bearing and payable on the earlier of (i) February 18, 2015, (ii) the consummation of the Offering or (iii) the date on which the Company determined not to proceed with the Offering. The Company repaid this note in July 2014. Additionally, prior to June 30, 2014, the Affiliate advanced the Company $87,500 for payment of certain deferred offering costs. These advances were non-interest bearing and due on demand. The Company repaid these advances in July 2014.

Investment Agreement

Investment Agreement	3 Months Ended
	Sep. 30, 2015
Investment Agreement [Abstract]
Investment Agreement	Note 4 — Investment Agreement On August 26, 2015, the Company entered into an Investment Agreement (the “Investment Agreement”) with, Q1 Comercial de Roupas S.A., a Brazilian company (“Colombo”), Alvaro Jabur Maluf Junior and Paulo Jabur Maluf (the “Controlling Persons”) and the persons listed under the caption “Optionholder” on the signature pages in the Investment Agreement (the “Optionholders”). Pursuant to the Investment Agreement, (A) the Controlling Persons will contribute all of the issued and outstanding ordinary shares of Colombo (the “Outstanding Shares”) to the Company (the “Share Contribution”) and will receive in consideration an aggregate of 5,460,000 newly issued ordinary shares of the Company (“GGAC Ordinary Shares”) and (B) the Optionholders will exercise certain options held by them, will contribute the underlying ordinary shares of Colombo to the Company (the “Option Contribution,” and together with the Share Contribution, the “Equity Contributions”), and will receive in consideration an aggregate of 540,000 GGAC Ordinary Shares. The number of GGAC Ordinary Shares to be received by the Controlling Persons and the Optionholders is subject to an EBITDA Adjustment, as described in the Investment Agreement. In addition, at the closing of the transactions contemplated by the Investment Agreement (the “Closing”) and immediately after the completion of the Equity Contributions, the Company will contribute to Colombo, as a capital increase, an aggregate of R$120,000,000 In connection with the transactions contemplated by the Investment Agreement, the Company and Colombo will use their commercially reasonable best efforts to consummate, simultaneously with the Closing, a private placement of up to US$100,000,000 of equity securities, or securities exercisable or exchangeable for, or convertible into, equity securities, of the Company (the “Private Placement”), with the assistance of a syndicate of financial institutions that have been identified and agreed to by the Company and Colombo. In addition, the Controlling Persons have committed to use their commercially reasonable best efforts to purchase, directly or indirectly, at least US$30,000,000 of the Company’s Ordinary Shares in the open market. To the extent the Controlling Persons make less than US$30,000,000 in open market purchases, the Controlling Persons, directly or indirectly, will purchase an amount of securities in the Private Placement equal to such deficiency. If the Contributions are consummated, Colombo will become a wholly-owned subsidiary of the Company, the Company will change its name to “Garnero Colombo Inc.” and the former stockholders and management of Colombo will own approximately 25% of the outstanding GGAC Ordinary Shares (assuming no holder of GGAC Ordinary Shares exercises his redemption rights as set forth in the Company’s charter documents and the Controlling Persons make the full US$30 million of open market purchases and/or purchases in the Private Placement). The Contributions are subject to approval by the Company’s shareholders and certain other conditions, as described in the Investment Agreement. The GGAC Ordinary Shares payable to the Controlling Persons and Optionholders are subject to adjustment based on Colombo’s future EBITDA performance (the EBITDA Adjustment”). If Colombo’s EBITDA for the twelve months ending December 31, 2016, as determined in accordance with the Investment Agreement, is less than R$155,000,000 (approximately US$37,800,000 as of September 30, 2015), the Controlling Persons and Optionholders have agreed to surrender to the Company for cancellation 50,000 GGAC Ordinary Shares for each R$1,000,000 (approximately US$244,000 as of September 30, 2015) of such deficiency, up to a maximum of 300,000 GGAC Ordinary Shares and pro-rata for partial amounts. If Colombo’s EBITDA for such period is lower than R$149,000,000 (approximately US$36,300,000 as of September 30, 2015), an additional 300,000 GGAC Ordinary Shares will be surrendered to the Company for cancellation. An aggregate of 600,000 GGAC Ordinary Shares will be held in escrow pending calculation and settlement of the EBITDA Adjustment.

Initial Public Offering

Initial Public Offering	3 Months Ended
	Sep. 30, 2015
Initial Public Offering [Abstract]
Initial Public Offering	Note 5 — Initial Public Offering On July 1, 2014, the Company sold 12,500,000 units (“Units”) at a price of $10 per Unit in the Initial Public Offering. Each unit consists of one share of the Company’s ordinary shares, par value $0.0001, one right (“Right”) and one warrant (“Warrant”). Each Right entitles the holder to receive one-tenth (1/10) of a share of ordinary shares on the consummation of an initial business combination. Each Warrant entitles the holder to purchase one-half of one ordinary share at a price of $11.50 per full share. Each Warrant will become exercisable on the later of the completion of an initial business combination or June 25, 2015, and will expire five years after the completion of an initial business combination. The Company will not issue fractional shares. On July 1, 2014, the underwriters exercised their full over-allotment option to the extent of 1,875,000 units and on July 7, 2014, the Company consummated the closing of the Overallotment. The 1,875,000 units sold pursuant to the Overallotment were sold at an offering price of $10.00 per Unit. The Company may redeem the Warrants at a price of $0.01 per Warrant upon 30 days’ notice, only in the event that the last sale price of the ordinary shares is at least $21.00 per share for any 20 trading days within a 30-trading day period (“30-Day Trading Period”) ending on the third day prior to the date on which notice of redemption is given, provided there is a current registration statement in effect with respect to the ordinary shares underlying such Warrants commencing five business days prior to the 30-Day Trading Period and continuing each day thereafter until the date of redemption. If the Company redeems the Warrants as described above, management will have the option to require all holders that wish to exercise Warrants to do so on a “cashless basis.” In accordance with the warrant agreement relating to the Warrants sold and issued in the Offering, the Company is only required to use its best efforts to maintain the effectiveness of the registration statement covering the Warrants. If a registration statement is not effective within 90 days following the consummation of a Business Combination, Warrant holders may, until such time as there is an effective registration statement and during any period when the Company shall have failed to maintain an effective registration statement, exercise Warrants on a cashless basis. In the event that a registration statement is not effective at the time of exercise, the holder of such Warrant shall not be entitled to exercise such Warrant for cash and in no event (whether in the case of a registration statement being effective or otherwise) will the Company be required to net cash settle the Warrant exercise. The Company paid the underwriters in the Offering an underwriting discount of 3.25% ($4,671,875) comprised of $4,062,500 of the $125,000,000 of proceeds from the Initial Public Offering and $609,375 of the $18,750,000 of proceeds from the Overallotment. The Company also issued, for $100, a unit purchase option to purchase up to a total of 1,250,000 units exercisable at $10.00 per unit (or an aggregate exercise price of $12,500,000) commencing on the later of the consummation of a Business Combination and June 25, 2015. The unit purchase option expires June 25, 2019. The units issuable upon exercise of this option are identical to the Units in the Offering. Accordingly, after the Business Combination, the purchase option will be to purchase 1,375,000 ordinary shares (which includes 125,000 ordinary shares to be issued for the rights included in the units) and 1,250,000 Warrants to purchase 625,000 ordinary shares. The Company has agreed to grant to the holders of the unit purchase option, demand and “piggy back” registration rights for periods of five and seven years, respectively, from June 25, 2014, including securities directly and indirectly issuable upon exercise of the unit purchase option. The Company accounted for the fair value of the unit purchase option, inclusive of the receipt of a $100 cash payment, as an expense of the Offering resulting in a charge directly to shareholders’ equity. The Company estimated that the fair value of this unit purchase option was approximately $4,175,000 (or $3.34 per unit) using the Black-Scholes option-pricing model. The fair value of the unit purchase option was estimated as of the date of grant using the following assumptions: (1) expected volatility of 35%, (2) risk-free interest rate of 1.70% and (3) expected life of five years. The unit purchase option may be exercised for cash or on a “cashless” basis, at the holder’s option (except in the case of a forced cashless exercise upon the Company’s redemption of the Warrants, as described above), such that the holder may use the appreciated value of the unit purchase option (the difference between the exercise prices of the unit purchase option and the underlying Warrants and the market price of the Units and underlying ordinary shares) to exercise the unit purchase option without the payment of any cash. The Company will have no obligation to net cash settle the exercise of the unit purchase option or the Warrants underlying the unit purchase option. The holder of the unit purchase option will not be entitled to exercise the unit purchase option or the Warrants underlying the unit purchase option unless a registration statement covering the securities underlying the unit purchase option is effective or an exemption from registration is available. If the holder is unable to exercise the unit purchase option or underlying Warrants, the unit purchase option or Warrants, as applicable, will expire worthless.

Private Units

Private Units	3 Months Ended
	Sep. 30, 2015
Private Units [Abstract]
Private Units	Note 6 — Private Units Simultaneously with the Initial Public Offering, an affiliate of one of the Initial Shareholders of the Company and the underwriters purchased an aggregate of 563,750 Private Units at $10.00 per Private Unit (for an aggregate purchase price of $5,637,500) from the Company. In a private sale that took place simultaneously with the consummation of the Overallotment, an affiliate of one of the Initial Shareholders of the Company and the underwriters purchased an additional 70,313 Private Units at $10.00 per Private Unit for an aggregate purchase price of $703,130. All of the proceeds received from these purchases were placed in the Trust Account. The Private Units are identical to the Units sold in the Offering except the Warrants included in the Private Units will be non-redeemable and may be exercised on a cashless basis, in each case so long as they continue to be held by the initial purchasers or their permitted transferees. Additionally, the holders of the Private Units have agreed (A) to vote the shares underlying their Private Units in favor of any proposed Business Combination, (B) not to propose, or vote in favor of, an amendment to the Company’s amended and restated memorandum and articles of association with respect to the Company’s pre-Business Combination activities prior to the consummation of such a Business Combination, (C) not to convert any shares underlying the Private Units into the right to receive cash from the Trust Account in connection with a shareholder vote to approve an initial Business Combination or a vote to amend the provisions of the Company’s amended and restated memorandum and articles of association relating to shareholders’ rights or pre-Business Combination activity and (D) that the shares underlying the Private Units shall not participate in any liquidating distribution upon winding up if a Business Combination is not consummated. The purchasers have also agreed not to transfer, assign or sell any of the Private Units or underlying securities (except to the same permitted transferees as the insider shares and provided the transferees agree to the same terms and restrictions as the permitted transferees of the insider shares must agree to, each as described above) until the completion of an initial Business Combination.

Commitments and Contingencies

Commitments and Contingencies	3 Months Ended
	Sep. 30, 2015
Commitments and Contingencies [Abstract]
Commitments and Contingencies	Note 7 — Commitments and Contingencies Business Combination Consulting The Company has engaged the representative of the underwriters (“Representative”) to assist the Company with its initial Business Combination. Pursuant to this arrangement, the Company anticipates that the Representative will assist the Company in holding meetings with shareholders to discuss the potential Business Combination and the target business’ attributes, introduce the Company to potential investors that are interested in purchasing the Company’s securities, assist the Company in obtaining shareholder approval for the Business Combination and assist the Company with its press releases and public filings in connection with the Business Combination. The Company will pay the Representative a cash fee of $4,600,000 for such services upon the consummation of its initial Business Combination (exclusive of any applicable finders’ fees which might become payable). Registration Rights The Initial Shareholders and the holders of the Private Units (or underlying securities) are entitled to registration rights with respect to their Initial Shares and Private Units (or underlying securities) pursuant to agreements signed on June 25, 2014. The holders of the majority of the Initial Shares are entitled to demand that the Company register these shares at any time commencing three months prior to the first anniversary of the consummation of a Business Combination. The holders of the Private Units (or underlying securities) are entitled to demand that the Company register these securities at any time after the Company consummates a Business Combination. In addition, the Initial Shareholders and holders of the Private Units (or underlying securities) have certain “piggy-back” registration rights on registration statements filed after the Company’s consummation of a Business Combination. Office Space The Company presently occupies office space provided by the Affiliate. Such Affiliate has agreed that, until the Company consummates a Business Combination, it will make such office space, as well as certain office and secretarial services, available to the Company, as may be required by the Company from time to time. The Company has agreed to pay such Affiliate $10,000 per month for such services commencing on July 1, 2014. During each of the three month periods ended September 30, 2015 and 2014, the Company incurred approximately $30,000 for such rent and services, which is reflected in the Statement of Operations as Office expense – related party.

Shareholders' Equity

Shareholders' Equity	3 Months Ended
	Sep. 30, 2015
Shareholders' Equity [Abstract]
Shareholders' Equity	Note 8 — Shareholders’ Equity Preferred Shares The Company is authorized to issue 1,000,000 preferred shares with a par value of $0.0001 per share with such designation, rights and preferences as may be determined from time to time by the Company’s board of directors. As of September 30, 2015, there are no preferred shares issued or outstanding. Ordinary Shares The Company is authorized to issue 120,000,000 ordinary shares with a par value of $0.0001 per share.

Significant Accounting Polici16

Significant Accounting Policies (Policies)	3 Months Ended
	Sep. 30, 2015
Significant Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with U.S. GAAP for interim financial information and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP. In the opinion of management, all adjustments (consisting of normal accruals) considered for a fair presentation have been included. Operating results for the three months ended September 30, 2015 are not necessarily indicative of the results that may be expected for the year ending June 30, 2016. For further information refer to the financial statements and footnotes thereto included in the Company’s Annual Report on Form 10-K for the year ended June 30, 2015.
Cash and Cash Equivalents	Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company maintains cash balances that at times may be uninsured or in deposit accounts that exceed Federal Deposit Insurance Corporation limits. The Company maintains its cash deposits with major financial institutions.
Restricted Cash and Cash Equivalents Held in Trust	Restricted Cash and Cash Equivalents Held in Trust The amounts held in the Trust Account represent substantially all of the proceeds of the Offering and are classified as restricted assets since such amounts can only be used by the Company in connection with the consummation of a Business Combination. As of September 30, 2015, cash and cash equivalents held in the Trust Account consisted of $144,620,876 in United States Treasury Bills and $284 in cash. At September 30, 2015, there was approximately $152,000 of interest income held in the Trust Account available to be released to the Company.
Ordinary Shares Subject to Possible Conversion	Ordinary Shares Subject to Possible Conversion The Company accounts for its ordinary shares subject to possible conversion in accordance with the guidance provided in Accounting Standards Codification (“ASC”) 480 “Distinguishing Liabilities from Equity”. Ordinary shares subject to mandatory conversion (if any) are classified as a liability instrument and measured at fair value. Conditionally convertible ordinary shares (including ordinary shares that feature conversion rights that are either within the control of the holder or subject to conversion upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, ordinary shares are classified as stockholders’ equity. The Company’s ordinary shares feature certain conversion rights that are considered by the Company to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly at September 30, 2015, the ordinary shares subject to possible conversion are presented as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheet.
Loss per Share	Loss per Share Loss per share is computed by dividing net loss by the weighted-average number of ordinary shares outstanding during the period. Ordinary shares subject to possible conversion of 13,762,388 and 13,895,577 shares at September 30, 2015 and 2014 have been excluded from the calculation of basic loss per share since such shares, if converted, only participate in their pro rata share of the Trust Account earnings. The Company has not considered the effect of (i) warrants and rights included in the units sold in the Offering to acquire 9,005,438 Ordinary Shares and (ii) 1,250,000 Ordinary Shares and warrants and rights to acquire 750,000 Ordinary Shares included in the unit purchase option sold to the underwriter, in the calculation of diluted loss per share, since the exercise of the warrants and automatic conversion of the rights are contingent on the occurrence of future events.
Use of Estimates	Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America 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 expenses during the reporting period. Actual results could differ from those estimates.
Income Taxes	Income Taxes The Company accounts for income taxes under ASC Topic 740 “Income Taxes” (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position 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. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. The Company determined that the Cayman Islands is its only major tax jurisdiction. Based on the Company’s evaluation, it has been concluded that there are no significant uncertain tax positions requiring recognition in the Company’s financial statements for the tax periods ended September 30, 2015 and 2014. Since the Company was incorporated on February 11, 2014, the evaluation was performed for the period from February 11, 2014 through September 30, 2015. The Company believes that its income tax positions would be sustained on audit and does not anticipate any adjustments that would result in material changes to its financial position. The Company’s policy for recording interest and penalties associated with audits is to record such expense as a component of income tax expense. There were no amounts accrued for penalties or interest as of or during the periods ended September 30, 2015 and 2014. Management is currently unaware of any issues under review that could result in significant payments, accruals or material deviations from its position.
Recent Accounting Pronouncements	Recent Accounting Pronouncements Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material impact on the accompanying financial statements.
Subsequent Events	Subsequent Events The Company evaluates events that have occurred after the balance sheet date through the date which these financial statements were issued. Based upon the review the Company did not identify any recognized or non-recognized subsequent events that would have required adjustment or disclosure in the financial statements.

Organization and Plan of Busi17

Organization and Plan of Business Operations (Details) - USD ($)	Jul. 07, 2014	Jul. 31, 2014	Sep. 30, 2015	Sep. 30, 2014	Sep. 28, 2015	Jun. 30, 2015	Jun. 25, 2015
Organization and Plan of Business Operations (Textual)
Proceeds from issuance initial public offering				$ 145,139,559
Held in a trust account	$ 144,468,755
Rules to start operation set by regulators			Company is not permitted to consummate an initial Business Combination unless it has at least $5,000,001 of net tangible assets upon the close of such Business Combination and a majority of the outstanding ordinary shares voted are voted in favor of the business combination.
Operating capital			$ 20,283
Aggregate amount loaned			1,078,750			$ 725,878
Income held in trust	500,000		152,000
Working capital requirement			$ 208,000
Per-share liquidation price per share			$ 10.05
Mario Garnero [Member]
Organization and Plan of Business Operations (Textual)
Maximum borrowing capacity of loan			$ 1,120,000
Aggregate amount loaned			$ 1,078,750		$ 725,878
Conversion price			$ 10
Debt conversion converted amount			$ 500,000
IPO [Member]
Organization and Plan of Business Operations (Textual)
Issuance initial public offering, Units		12,500,000
Proceeds from issuance initial public offering		$ 125,000,000	$ 125,000,000
Proceeds from issuance initial public offering net		120,375,090
Transaction costs		$ 4,624,910
Sale of stock, price per share		$ 10					$ 10
Private Placement [Member]
Organization and Plan of Business Operations (Textual)
Issuance initial public offering, Units			563,750
Proceeds from issuance initial public offering net			$ 5,637,500
Proceeds from issuance of private placement	$ 703,130
Issuance of shares by private placement	70,313
Sale of stock, price per share	$ 10		$ 10
Over-Allotment Option [Member]
Organization and Plan of Business Operations (Textual)
Transaction costs	$ 609,375
Over allotment option on intial public offering units	1,875,000
Proceeds from issuance of over allotment option	$ 18,750,000
Proceeds from issuance of over allotment option net	$ 18,140,625
Sale of stock, price per share	$ 10
Assets held in trust, description	An amount of $144,468,755 (or $10.05 per share sold to the public in the Offering) from the sale of the units in the Offering and the Private Units was placed in a trust account (“Trust Account”) and was invested in United States government treasury bills having a maturity of 180 days or less or in money market funds meeting the applicable conditions of Rule 2a-7 promulgated under the Investment Company Act of 1940, as amended.

Significant Accounting Polici18

Significant Accounting Policies (Details) - USD ($)	3 Months Ended
	Sep. 30, 2015	Sep. 30, 2014
Significant accounting policies (Textual)
Cash and cash equivalents held in the trust account	$ 144,620,876
Weighted average shares outstanding subject to possible conversion	13,762,388	13,895,577
Class of warrants and rights description	The Company has not considered the effect of (i) warrants and rights included in the units sold in the Offering to acquire 9,005,438 Ordinary Shares and (ii) 1,250,000 Ordinary Shares and warrants and rights to acquire 750,000 Ordinary Shares included in the unit purchase option sold to the underwriter, in the calculation of diluted loss per share, since the exercise of the warrants and automatic conversion of the rights are contingent on the occurrence of future events.
Cash and cash equivalents held in the trust account in cash	$ 284
Interest income held in the trust account	$ 152,000

Shareholder Commitment (Details

Shareholder Commitment (Details) - USD ($)	3 Months Ended
	Sep. 30, 2015	Sep. 28, 2015	Jun. 30, 2015	Jun. 30, 2014
Shareholder Commitment [Line Items]
Aggregate amount loaned	$ 1,078,750		$ 725,878
Unsecured promissory note				$ 125,000
Deferred offering costs				$ 87,500
Mario Garnero [Member]
Shareholder Commitment [Line Items]
Aggregate amount loaned	1,078,750	$ 725,878
Debt instrument, conversion price	$ 500,000
Conversion price per share	$ 10
Maximum borrowing capacity of loan	$ 1,120,000

Investment Agreement (Details)

Investment Agreement (Details)	Aug. 26, 2015USD ($)shares	Jul. 07, 2014USD ($)	Sep. 30, 2015USD ($)shares	Sep. 30, 2015BRLshares	Jun. 30, 2014shares
Investment Agreement (Textual)
Issuance of ordinary shares
Investment Agreement [Member]
Investment Agreement (Textual)
Issuance of ordinary shares	5,460,000
Stock option exercised	540,000
Capital contribution			$ 29,200,000	BRL 120,000,000
Issuance of ordinary shares in open market | $	$ 30,000,000
Percentage of common stock outstanding	25.00%
Description of EBITDA adjustment	If Colombo's EBITDA for the twelve months ending December 31, 2016, as determined in accordance with the Investment Agreement, is less than R$155,000,000 (approximately US$37,800,000 as of September 30, 2015), the Controlling Persons and Optionholders have agreed to surrender to the Company for cancellation 50,000 GGAC Ordinary Shares for each R$1,000,000 (approximately US$244,000 as of September 30, 2015) of such deficiency, up to a maximum of 300,000 GGAC Ordinary Shares and pro-rata for partial amounts. If Colombo's EBITDA for such period is lower than R$149,000,000 (approximately US$36,300,000 as of September 30, 2015), an additional 300,000 GGAC Ordinary Shares will be surrendered to the Company for cancellation.
Ordinary shares held in escrow	600,000
Private Placement [Member]
Investment Agreement (Textual)
Issuance of ordinary shares			563,750	563,750
Proceeds from issuance of private placement | $		$ 703,130
Issuance of ordinary shares in open market | $			$ 703,130
Private Placement [Member] | Investment Agreement [Member]
Investment Agreement (Textual)
Proceeds from issuance of private placement | $	$ 100,000,000

Initial Public Offering (Detail

Initial Public Offering (Details) - USD ($)	Jul. 07, 2014	Jun. 25, 2015	Jul. 31, 2014	Jun. 25, 2014	Sep. 30, 2015	Sep. 30, 2014	Jun. 30, 2014	Jun. 30, 2015
Initial Public Offering [Line Items]
Ordinary shares, par value					$ 0.0001			$ 0.0001
Underwriting discount					$ 4,671,875
Proceeds from issuance of ordinary shares to initial shareholders						$ 145,139,559
Warrant description					The Company may redeem the Warrants at a price of $0.01 per Warrant upon 30 days' notice, only in the event that the last sale price of the ordinary shares is at least $21.00 per share for any 20 trading days within a 30-trading day period ("30-Day Trading Period") ending on the third day prior to the date on which notice of redemption is given, provided there is a current registration statement in effect with respect to the ordinary shares underlying such Warrants commencing five business days prior to the 30-Day Trading Period and continuing each day thereafter until the date of redemption.
Stock issued during period, shares
Stock issued during period, value
Proceeds from overallotment					$ 18,750,000
Unit purchase option [Member]
Initial Public Offering [Line Items]
Fair value of unit purchase option					$ 4,175,000
Share price					$ 3.34
Fair value assumptions, expected volatility rate					35.00%
Fair value assumptions, risk free interest rate					1.70%
Fair value assumptions, expected term					5 years
Offering costs expenses					$ 100
Over-Allotment Option [Member]
Initial Public Offering [Line Items]
Offering price per share	$ 10
Over allotment option on intial public offering units	1,875,000
IPO [Member] | Warrant [Member]
Initial Public Offering [Line Items]
Issuance initial public offering, Units				625,000
IPO [Member]
Initial Public Offering [Line Items]
Issuance initial public offering, Units			12,500,000
Offering price per share		$ 10	$ 10
Ordinary shares, par value			$ 0.0001
Under writing agreement description			Each Right entitles the holder to receive one-tenth (1/10) of a share of ordinary shares on the consummation of an initial business combination. Each Warrant entitles the holder to purchase one-half of one ordinary share at a price of $11.50 per full share. Each Warrant will become exercisable on the later of the completion of an initial business combination or June 25, 2015, and will expire five years after the completion of an initial business combination.
Underwriters discount					3.25%
Underwriting discount					$ 4,062,500
Proceeds from issuance of ordinary shares to initial shareholders			$ 125,000,000		125,000,000
Expiration date of options		Jun. 25, 2019
Stock issued during period, shares		1,250,000
Stock issued during period, value		$ 100
Shares to be issued for the rights		125,000
Proceeds from overallotment					$ 609,375
IPO [Member] | Options Held [Member]
Initial Public Offering [Line Items]
Issuance initial public offering, Units				1,375,000

Private Units (Details)

Private Units (Details) - USD ($)	3 Months Ended	5 Months Ended
	Sep. 30, 2015	Jun. 30, 2014	Jul. 07, 2014
Private Units (Textual)
Ordinary shares issued to initial shareholders
Ordinary shares issued to initial shareholders, Shares
Private Placement [Member]
Private Units (Textual)
Ordinary shares issued to initial shareholders	$ 5,637,500
Ordinary shares issued to initial shareholders, Shares	563,750
Additional shares issued to initial shareholders	$ 703,130
Additional shares issued to initial shareholders, Shares	70,313
Ordinary shares price per share	$ 10		$ 10
Additional shares price	$ 10

Commitments and Contingencies (

Commitments and Contingencies (Details) - USD ($)	3 Months Ended
	Sep. 30, 2015	Sep. 30, 2014
Commitments and Contingencies (Textual)
Cash fee for services	$ 4,600,000
Payment to affiliate	10,000
Rent and services	$ 30,000	$ 30,000

Shareholders' Equity (Details)

Shareholders' Equity (Details) - $ / shares	Sep. 30, 2015	Jun. 30, 2015
Shareholders' Equity [Textual]
Preferred stock, shares authorized	1,000,000	1,000,000
Preferred stock, par value	$ 0.0001	$ 0.0001
Preferred stock, issued
Preferred stock, shares outstanding
Common stock, shares authorized	120,000,000	120,000,000
Common stock, par value	$ 0.0001	$ 0.0001