Nexeo Solutions (NXEOW) 10-Q 12 Nov 15 2015 Q3 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	9 Months Ended
	Sep. 30, 2015	Nov. 12, 2015
Document and Entity Information [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Sep. 30, 2015
Document Fiscal Year Focus	2,015
Document Fiscal Period Focus	Q3
Entity Registrant Name	WL Ross Holding Corp.
Entity Central Index Key	1,604,416
Current Fiscal Year End Date	--12-31
Entity Filer Category	Non-accelerated Filer
Entity Common Stock, Shares Outstanding		62,531,250

CONDENSED BALANCE SHEETS

CONDENSED BALANCE SHEETS - USD ($)	Sep. 30, 2015	Dec. 31, 2014
Current assets:
Cash	$ 229,666	$ 801,415
Prepaid expenses	87,755	152,628
Total current assets	317,421	954,043
Noncurrent assets:
Investments and cash held in trust account	500,513,100	500,315,646
Total assets	500,830,521	501,269,689
Current liabilities:
Accrued expenses	390,069	$ 856,821
Sponsor convertible note	306,863
State franchise tax accrual	51,206	$ 139,554
Total current liabilities	748,138	996,375
Other liabilities:
Deferred underwriting compensation	18,309,150	18,309,150
Total other liabilities	18,309,150	18,309,150
Total liabilities	19,057,288	19,305,525
Common stock subject to possible redemption; 47,677,323 and 47,696,416 shares at September 30, 2015 and December 31, 2014, respectively (at redemption value of $10.00 per share)	$ 476,773,230	$ 476,964,160
Stockholders' equity
Preferred stock, $0.0001 par value; 1,000,000 shares authorized, none issued or outstanding
Common stock, $0.0001 par value; 200,000,000 shares authorized, 14,853,927 and 14,834,834 shares issued and outstanding (excluding 47,677,323 and 47,696,416 subject to possible redemption) at September 30, 2015 and December 31, 2014, respectively	$ 1,485	$ 1,483
Additional paid-in-capital	6,226,535	6,035,607
Accumulated deficit	(1,228,017)	(1,037,086)
Total stockholders' equity	5,000,003	5,000,004
Total liabilities and stockholders' equity	$ 500,830,521	$ 501,269,689

CONDENSED BALANCE SHEETS (Paren

CONDENSED BALANCE SHEETS (Parenthetical) - $ / shares	Sep. 30, 2015	Dec. 31, 2014
Redeemable stock
Common stock subject to possible redemption, shares	47,677,323	47,696,416
Common stock subject to possible redemption, redemption value per share	$ 10	$ 10
Stockholders' equity
Preferred stock, par value per share	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	1,000,000	1,000,000
Common stock, par value per share	$ 0.0001	$ 0.0001
Common stock, shares authorized	200,000,000	200,000,000
Common stock, shares issued	14,853,927	14,834,834
Common stock, shares outstanding	14,853,927	14,834,834

CONDENSED STATEMENTS OF OPERATI

CONDENSED STATEMENTS OF OPERATIONS - USD ($)	3 Months Ended		6 Months Ended	9 Months Ended
	Sep. 30, 2015	Sep. 30, 2014	Sep. 30, 2014	Sep. 30, 2015
CONDENSED STATEMENTS OF OPERATIONS [Abstract]
Revenue
Professional fees and other exepenses	$ (78,013)	$ (591,147)	$ (650,874)	$ (330,259)
State franchise taxes, other than income tax	(45,000)	$ (45,370)	$ (93,700)	(135,000)
Interest on Sponsor convertible note	(3,781)			(6,863)
Loss from operations	(126,794)	$ (636,517)	$ (744,574)	(472,122)
Other income - Interest income	97,743	26,830	26,830	281,191
Net loss attributable to common shares	$ (29,051)	$ (609,687)	$ (717,744)	$ (190,931)
Weighted average common shares outstanding, basic and diluted (excluding shares subject to possible redemption)	14,851,054	14,742,594	14,530,251	14,844,521
Net loss per common share:
Basic and diluted	$ 0	$ (0.04)	$ (0.05)	$ (0.01)

CONDENSED STATEMENTS OF CHANGES

CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY - USD ($)	Total	Common Stock [Member]	Additional Paid-in Capital [Member]	Accumulated Deficit [Member]
Balance at Mar. 23, 2014
Balance, shares at Mar. 23, 2014
Sale of common stock to Sponsor on March 2014 at $0.002 per share	$ 25,000	$ 1,437	$ 23,563
Sale of common stock to Sponsor in March 2014 at $0.002 per share, shares		14,375,000
Forfeiture of common stock by Sponsor on June 5, 2014		$ (187)	187
Forfeiture of common stock by Sponsor on June 5, 2014, shares		(1,868,750)
Sale of common stock on June 5, 2014 at $10.00 per share	$ 500,250,000	$ 5,003	500,244,997
Sale of common stock on June 5, 2014 at $10.00 per share, shares		50,025,000
Sale of 22,400,000 of Private Placement Warrants in June 5, 2014 at $0.50 per warrant	11,200,000		11,200,000
Underwriters compensation and offering expenses	(28,473,750)		(28,473,750)
Common stock subject to possible redemption; 47,800,124 (at redemption value of $10.00 per share)	(478,001,240)	$ (4,780)	(477,996,460)
Common stock subject to possible redemption; 47,800,124 (at redemption value of $10.00 per share), shares		(47,800,124)
Change in proceeds subject to possible redemption	717,740	$ 7	$ 717,733
Change in shares subject to possible redemption, shares		71,774
Net loss attributable to common shares	(717,744)			$ (717,744)
Balance at Sep. 30, 2014	5,000,006	$ 1,480	$ 5,716,270	(717,744)
Balance, shares at Sep. 30, 2014		14,802,900
Balance at Dec. 31, 2014	$ 5,000,004	$ 1,483	6,035,607	$ (1,037,086)
Balance, shares at Dec. 31, 2014	62,531,250	14,834,834
Underwriters compensation and offering expenses	$ (28,473,750)
Change in proceeds subject to possible redemption	190,930	$ 2	$ 190,928
Change in shares subject to possible redemption, shares		19,093
Net loss attributable to common shares	(190,931)			$ (190,931)
Balance at Sep. 30, 2015	$ 5,000,003	$ 1,485	$ 6,226,535	$ (1,228,017)
Balance, shares at Sep. 30, 2015	62,531,250	14,853,927

CONDENSED STATEMENTS OF CHANGE6

CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (Parenthetical) - $ / shares	Jun. 11, 2014	Jun. 05, 2014	Sep. 30, 2014	Sep. 30, 2015	Dec. 31, 2014	Mar. 31, 2014
Common stock subject to possible redemption, redemption value per share			$ 10	$ 10	$ 10
Common stock subject to possible redemption, shares			47,728,350	47,677,323	47,696,416
Common Stock [Member]
Shares issued, price per share		$ 10	$ 0.002			$ 0.002
Securities issued	50,025,000		50,025,000
Shares subject to possible redemption			47,800,124
Warrant [Member]
Shares issued, price per share		$ 0.50
Securities issued		22,400,000

CONDENSED STATEMENTS OF CASH FL

CONDENSED STATEMENTS OF CASH FLOWS - USD ($)	6 Months Ended	9 Months Ended
	Sep. 30, 2014	Sep. 30, 2015
Cash flows from operating activities:
Net loss	$ (717,744)	$ (190,931)
Adjustments to reconcile net loss to net cash used in operations:
Decrease/ (Increase) in prepaid expenses	(182,429)	64,873
Increase/ (Decrease) in accrued state franchise tax	93,700	(88,348)
Increase/ (Decrease) in accrued expenses	$ 574,944	(466,752)
Accrued interest on Sponsor convertible note		6,863
Amortization of original issue discounts	$ (25,409)	(138,541)
Interest on investments	(1,421)	(142,650)
Net cash used by operating activities	$ (258,359)	(955,486)
Cash flows from investing activities:
Withdrawal of Trust Account funds for payment of Delaware franchise tax		$ 83,737
Proceeds deposited into trust account for investments	$ (500,250,000)
Net cash provided by / (used in) investing activities	(500,250,000)	$ 83,737
Cash flows from financing activities:
Proceeds from sale of common stock to Sponsor	25,000
Proceeds from sale of common stock through public offering	500,250,000
Proceeds from sponsor to purchase private placement warrants	11,200,000
Proceeds from note payable - related party	350,000
Payment of underwriting discounts	(9,204,600)
Payment of accrued formation and offering costs	(458,522)
Payment of note payable - related party	$ (350,000)
Proceeds from unsecured promissory note payable to Sponsor		$ 300,000
Net cash provided by financing activities	$ 501,811,878	300,000
Increase (decrease) in cash	$ 1,303,519	(571,749)
Cash at beginning the period		801,415
Cash at end of the period	$ 1,303,519	$ 229,666
Supplemental disclosure of non-cash financing activities:
Deferred underwriting compensation	18,309,150
Accrued formation cost and offering cost	$ 501,478
Supplemental disclosure of cash flow information
Cash paid for state franchise taxes		$ (223,348)

Organization and Business Opera

Organization and Business Operations	9 Months Ended
	Sep. 30, 2015
Organization and Business Operations [Abstract]
Organization and Business Operations	1. Organization and Business Operations Organization and General WL Ross Holding Corp. (the “Company”) was incorporated in Delaware on March 24, 2014. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Company has neither engaged in any operations nor generated any revenue to date. The Company's management has broad discretion with respect to the Business Combination. The Company's sponsor is WL Ross Sponsor LLC, a Delaware limited liability company (the “Sponsor”). The Company has selected December 31 as its fiscal year-end. At September 30, 2015, the Company had not commenced any operations. All activity for the period from March 24, 2014 (inception) through September 30, 2015 relates to the Company's formation, initial public offering (“Public Offering”) described below and efforts directed toward locating a suitable Business Combination. The Company will not generate any operating revenues until after the completion of its Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income on cash and cash equivalents from the proceeds derived from the Public Offering. Financing The Company intends to finance a Business Combination with the proceeds from a $ 500,250,000 11,200,000 Upon the closing of the Public Offering and the private placement, $ 500,250,000 Trust Account The Trust Account can be invested only in U.S. government treasury bills with a maturity of one hundred and eighty (180) days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act of 1940 which invest only in direct U.S. government obligations. As of September 30, 2015 and December 31, 2014 the Trust Account consisted of U.S. government treasury bills and cash. The Company's amended and restated certificate of incorporation provides that, other than the withdrawal of interest to pay taxes, if any, none of the funds held in trust will be released until the earlier of: (i) the completion of the Business Combination; or (ii) the redemption of 100 Business Combination The Company's management has broad discretion with respect to the specific application of the net proceeds of the Public Offering, although substantially all of the net proceeds of the Public Offering are intended to be generally applied toward consummating a Business Combination with (or acquisition of) a Target Business. As used herein, “Target Business” must be with one or more target businesses that together have a fair market value equal to at least 80 The Company, after signing a definitive agreement for a Business Combination, will either (i) seek stockholder approval of the Business Combination at a meeting called for such purpose in connection with which stockholders may seek to redeem their shares, regardless of whether they vote for or against the Business Combination, for cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of the Business Combination, including interest but less taxes payable, or (ii) provide stockholders with the opportunity to sell their shares to the Company by means of a tender offer (and thereby avoid the need for a stockholder vote) for an amount in cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account as of two business days prior to commencement of the tender offer, including interest but less taxes payable. The decision as to whether the Company will seek stockholder approval of the Business Combination or will allow stockholders to sell their shares in a tender offer will be made by the Company, solely in its discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would otherwise require the Company to seek stockholder approval, unless a vote is required by NASDAQ rules. If the Company seeks stockholder approval, it will complete its Business Combination only if a majority of the outstanding shares of common stock voted are voted in favor of the Business Combination. However, in no event will the Company redeem or repurchase its public shares in an amount that would cause its net tangible assets to be less than $ 5,000,001 If the Company holds a stockholder vote or there is a tender offer for shares in connection with a Business Combination, public stockholders will have the opportunity to have public shares redeemed or repurchased for an amount in cash equal to its pro rata share of the aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of the Business Combination or commencement of the tender offer, respectively, including interest but less taxes payable. As a result, such shares have been classified as common stock subject to possible redemption, in accordance with ASC 480, “Distinguishing Liabilities from Equity.” The Company will only have 24 50,000 In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be less than the initial public offering price per unit in the Public Offering. Emerging Growth Company Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such 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.

Significant Accounting Policies

Significant Accounting Policies	9 Months Ended
	Sep. 30, 2015
Significant Accounting Policies [Abstract]
Significant Accounting Policies	2. Significant Accounting Policies Basis of Presentation The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the accounting and disclosure rules and regulations of the Securities and Exchange Commission (“SEC”), and reflect all adjustments, consisting only of normal recurring adjustments, which are, in the opinion of management, necessary for a fair presentation of the financial position as of September 30, 2015 and the results of operations and cash flows for the periods presented. Certain information and disclosures normally included in financial statements prepared in accordance with GAAP have been omitted pursuant to such rules and regulations. The accompanying unaudited interim financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Company's Annual Report on Form 10-K filed with the SEC on March 31, 2015. Development Stage Company At September 30, 2015, the Company has not commenced any operations nor generated revenue. All activity through September 30, 2015 relates to the Company formation and the Public Offering. Following the Public Offering, the Company will not generate any operating revenues until after the completion of a Business Combination, at earliest. The Company will generate non-operating income in the form of interest income on the designated Trust Account after the Public Offering. Loss Per Common Share Net loss per common share is computed by dividing net loss applicable to common stockholders by the weighted average number of shares of common stock outstanding during the period, plus to the extent dilutive the incremental number of shares of common stock to settle warrants, as calculated using the treasury stock method. At September 30, 2015 and December 31, 2014, the Company had outstanding warrants to purchase 36,212,500 Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which at times, may exceed the Federal depository insurance coverage of $250,000. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. Financial Instruments The fair value of the Company's assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet. Offering Costs The Company complies with the requirements of the ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (SAB) Topic 5A – “Expenses of Offering.” Offering costs consist principally of professional and registration fees incurred through the balance sheet date that are related to the Public Offering and were charged to stockholders' equity upon the completion of the Public Offering. Accordingly, at September 30, 2015 and December 31, 2014, offering costs totaling approximately $ 28,473,750 27,513,750 Redeemable Common Stock As discussed in Note 3, all of the 50,025,000 5,000,001 The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of the security to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable common stock are affected by charges against accumulated deficit. Accordingly, at September 30, 2015 and December 31, 2014, 47,677,323 47,696,416 50,025,000 Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires the Company's management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. 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 liabilities or 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 liabilities as income tax expense. No amounts were accrued for the payment of interest and penalties at September 30, 2015 and December 31, 2014. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. The Company may be subject to potential examination by U.S. federal, states or foreign jurisdiction authorities in the areas of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income amount various tax jurisdictions and compliance with U.S. federal, states or foreign tax laws. The Company's management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. The Company is incorporated in the State of Delaware and is required to pay franchise taxes to the State of Delaware on an annual basis. Recent Accounting Pronouncements The Company adopted FASB Accounting Standards Update No. 2014-10 (ASU No. 2014-10) to Topic 915, which eliminated certain financial reporting requirements of companies previously identified as “Development Stage Entities” (Topic 915). The amendments in ASU No. 2014-10 simplify the 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 operations, cash flows, and stockholders' equity. The Company adopted FASB Accounting Standards Update No. 2014-15, which provided guidance on management's responsibility in evaluating whether there is substantial doubt about a company's ability to continue as a going concern within one year from the date the financial statements are issued and to provide related footnote disclosures. As of September 30, 2015, the Company's condensed interim financial statements have been presented to conform with the reporting and disclosure requirements of the above standards. Going Concern Consideration If the Company does not complete an initial Business Combination by June 11, 2016, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten 100 50,000 In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be less than the initial public offering price per unit in the Public Offering. In addition if the Company fails to complete its Business Combination by June 11, 2016, there will be no redemption rights or liquidating distributions with respect to our warrants, which will expire worthless. In addition, at September 30, 2015, the Company had current liabilities of $ 748,138 430,717 ten 50,000

Public Offering

Public Offering	9 Months Ended
	Sep. 30, 2015
Public Offering [Abstract]
Public Offering	3. Public Offering Public Units On June 11, 2014, the Company sold 50,025,000 10.00 0.0001 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 following the completion of the Business Combination. Each Warrant entitles the holder to purchase one-half of one share of common stock at a price of $ 5.75 Each Warrant will become exercisable on the later of 30 days after the completion of the Company's Business Combination or 12 months from the closing of the Public Offering and will expire five years after the completion of the Company's Business Combination or earlier upon redemption or liquidation. However, if the Company does not complete its Business Combination on or prior to the 24-month period allotted to complete the Business Combination, the Warrants will expire at the end of such period. Once the warrants become exercisable, the Company may redeem the outstanding warrants in whole and not in part at a price of $ 0.01 The Company paid an upfront underwriting discount of approximately 1.84 9,204,600 3.66 18,309,150

Related Party Transactions

Related Party Transactions	9 Months Ended
	Sep. 30, 2015
Related Party Transactions [Abstract]
Related Party Transactions	4. Related Party Transactions Founder Shares In March 2014, the Sponsor purchased 14,375,000 25,000 0.002 1,868,750 20.0 The Sponsor has agreed not to transfer, assign or sell any of its Founder Shares until the earlier of (A) one year after the completion of the Business Combination, or earlier if, subsequent to the Business Combination, the last sale price of the Company's common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Business Combination or (B) the date on which the Company completes a liquidation, merger, stock exchange or other similar transaction after the Business Combination that results in all of the Company's stockholders having the right to exchange their shares of common stock for cash, securities or other property (the “Lock Up Period”). Rights - Voting Redemption Prior to the Public Offering, we had granted the Sponsor the option to purchase, simultaneously with the consummation of an initial Business Combination, up to an additional 10,000,000 10.00 Private Placement Warrants The Sponsor has purchased from the Company an aggregate of 22,400,000 0.50 11,200,000 5.75 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 Sponsor or its permitted transferees. If the Private Placement Warrants are held by someone other than the Sponsor or its 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 included in the units being sold in the Public Offering. Otherwise, the Private Placement Warrants have terms and provisions that are identical to those of the Public Warrants sold as part of the units in the Public Offering and have no net cash settlement provisions. If the Company does not complete a Business Combination, then the Private Placement Warrants proceeds will be part of the liquidation distribution to the public stockholders and the Private Placement Warrants will expire worthless. Registration Rights The holders of the Founder Shares and Private Placement Warrants hold registration rights to require the Company to register the sale of any of the securities held by them pursuant to a registration rights agreement. The holders of these securities will be entitled to make up to three demands, excluding short form registration demands, that the Company register such securities for sale under the Securities Act. In addition, these holders will have “piggy-back” registration rights to include their securities in other registration statements filed by the Company. However, the registration rights agreement provides that the Company will not permit any registration statement filed under the Securities Act to become effective until termination of the applicable Lock Up Period. The Company will bear the costs and expenses of filing any such registration statements. Related Party The Sponsor loaned the Company $ 350,000 350,000 On March 26, 2015, the Company issued a convertible promissory note (the “Convertible Note”) to the Sponsor that provides for the Sponsor to loan us up to $ 300,000 5 per annum and is due and payable on June 11, 2016 0.60 5.75 11.50 300,000 6,863 306,863 Administrative Service Agreement The Company has agreed to pay $ 10,000

Deferred Underwriting Compensat

Deferred Underwriting Compensation	9 Months Ended
	Sep. 30, 2015
Deferred Underwriting Compensation [Abstract]
Deferred Underwriting Compensation	5. Deferred Underwriting Compensation The Company is committed to pay the Deferred Discount totaling $ 18,309,150 3.66

Income Taxes

Income Taxes	9 Months Ended
	Sep. 30, 2015
Income Taxes [Abstract]
Income Taxes	6. Income Taxes Components of the Company's deferred tax asset at September 30, 2015 are as follows: Net operating loss 365,693 Valuation allowance (365,693 ) - Components of the Company's deferred tax asset at December 31, 2014 are as follows: Net operating loss 319,041 Valuation allowance (319,041 ) - The Company established a valuation allowance of approximately $366,000 as of September 30, 2015 and $319,000 as of December 31, 2014, which fully offsets the deferred tax asset as of September 30, 2015 and December 31, 2014 of approximately $366,000 and $319,000 respectively. The deferred tax asset results from applying an effective combined federal and state tax rate of 35 1,045,000 912,000

Investments and cash held in Tr

Investments and cash held in Trust	9 Months Ended
	Sep. 30, 2015
Investments and cash held in trust [Abstract]
Investments and cash held in Trust	7. Investments and cash held in Trust As of September 30, 2015, and December 31, 2014 investment securities in the Company's Trust Account consist of $500,196,864 and $500,151,393 in United States Treasury Bills and $ 316,236 164,253 The carrying amount, excluding accrued interest income, gross unrealized holding gains and fair value of held to maturity securities at September 30, 2015 and December 31, 2014 are as follows: Carrying Amount Gross Fair Value Held-to-maturity: U.S. Treasury Securities (Maturity dates range from 10/8/15 to 12/17/15) $ 500,196,864 $ 70,022 $ 500,266,886 Carrying Amount Gross Fair Value Held-to-maturity: U.S. Treasury Securities (Maturity dates range from 4/16/15 to 6/18/15) $ 500,151,393 $ 20,622 $ 500,172,015

Fair Value Measurement

Fair Value Measurement	9 Months Ended
	Sep. 30, 2015
Fair Value Measurement [Abstract]
Fair Value Measurement	8. Fair Value Measurement The Company complies with FASB ASC 820, Fair Value Measurements, for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually. The following table presents information about the Company's assets that are measured at fair value on a recurring basis as of September 30, 2015 and December 31, 2014, and 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 September 30, 2015 Quoted Prices in Significant Other Significant Other Investments and cash held in Trust Account $ 500,583,122 $ 500,583,122 $ - $ - Description December 31, 2014 Quoted Prices in Significant Other Significant Other Investments and cash held in Trust Account $ 500,336,268 $ 500,336,268 $ - $ -

Stockholders' Equity

Stockholders' Equity	9 Months Ended
	Sep. 30, 2015
Stockholders' Equity [Abstract]
Stockholders' Equity	9. Stockholders' Equity Common Stock The Company is authorized to issue 200,000,000 62,531,250 47,677,323 At December 31, 2014, there were 62,531,250 47,696,416 Preferred Stock The Company is authorized to issue 1,000,000

Board of Directors

Board of Directors	9 Months Ended
	Sep. 30, 2015
Board of Directors Note [Abstract]
Board of Directors Note Disclosure [Text Block]	10. Board of Directors On August 13, 2015, Robert S. Miller resigned from the board of directors of the Company and any committees thereof. Two of the Company's four directors are independent and the Company's audit committee is currently comprised of two independent directors due to the vacancy caused by this resignation. Also on August 13, 2015, the Company notified NASDAQ that it was no longer in compliance with Rule 5605(b)(1) of NASDAQ's listing requirements requiring that a majority of the board of directors of a NASDAQ-listed company be comprised of independent directors or Rule 5605(c)(2) of NASDAQ's listing requirements requiring an audit committee to be comprised of at least three members. The Company is relying on the cure period set forth in Rule 5605(b)(1)(A) and Rule 5605(c)(4) that provides that if an issuer fails to comply with the requirement that a majority of the board of directors must be comprised of independent directors or that an audit committee be comprised of three independent directors due to one vacancy, the issuer shall regain compliance by the earlier of its next annual meeting of shareholders or one year from the occurrence of the event that caused the failure to comply with the requirement. The Company intends to appoint an independent director to serve on the board of directors and the audit committee as promptly as possible. As of November 12, 2015 this position is still vacant.

Subsequent Event

Subsequent Event	9 Months Ended
	Sep. 30, 2015
Subsequent Event [Abstract]
Subsequent Event	11. Subsequent Event Management has performed an evaluation of subsequent events through the date of issuance of the financial statements, noting no items which require adjustments or disclosure.

Significant Accounting Polici19

Significant Accounting Policies (Policies)	9 Months Ended
	Sep. 30, 2015
Significant Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the accounting and disclosure rules and regulations of the Securities and Exchange Commission (“SEC”), and reflect all adjustments, consisting only of normal recurring adjustments, which are, in the opinion of management, necessary for a fair presentation of the financial position as of September 30, 2015 and the results of operations and cash flows for the periods presented. Certain information and disclosures normally included in financial statements prepared in accordance with GAAP have been omitted pursuant to such rules and regulations. The accompanying unaudited interim financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Company's Annual Report on Form 10-K filed with the SEC on March 31, 2015.
Development Stage Company	Development Stage Company At September 30, 2015, the Company has not commenced any operations nor generated revenue. All activity through September 30, 2015 relates to the Company formation and the Public Offering. Following the Public Offering, the Company will not generate any operating revenues until after the completion of a Business Combination, at earliest. The Company will generate non-operating income in the form of interest income on the designated Trust Account after the Public Offering.
Loss Per Common Share	Loss Per Common Share Net loss per common share is computed by dividing net loss applicable to common stockholders by the weighted average number of shares of common stock outstanding during the period, plus to the extent dilutive the incremental number of shares of common stock to settle warrants, as calculated using the treasury stock method. At September 30, 2015 and December 31, 2014, the Company had outstanding warrants to purchase 36,212,500
Concentration of Credit Risk	Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which at times, may exceed the Federal depository insurance coverage of $250,000. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts.
Financial Instruments	Financial Instruments The fair value of the Company's assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet.
Offering Costs	Offering Costs The Company complies with the requirements of the ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (SAB) Topic 5A – “Expenses of Offering.” Offering costs consist principally of professional and registration fees incurred through the balance sheet date that are related to the Public Offering and were charged to stockholders' equity upon the completion of the Public Offering. Accordingly, at September 30, 2015 and December 31, 2014, offering costs totaling approximately $ 28,473,750 27,513,750
Redeemable Common Stock	Redeemable Common Stock As discussed in Note 3, all of the 50,025,000 5,000,001 The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of the security to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable common stock are affected by charges against accumulated deficit. Accordingly, at September 30, 2015 and December 31, 2014, 47,677,323 47,696,416 50,025,000
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 the Company's management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Income Taxes	Income Taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. 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 liabilities or 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 liabilities as income tax expense. No amounts were accrued for the payment of interest and penalties at September 30, 2015 and December 31, 2014. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. The Company may be subject to potential examination by U.S. federal, states or foreign jurisdiction authorities in the areas of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income amount various tax jurisdictions and compliance with U.S. federal, states or foreign tax laws. The Company's management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. The Company is incorporated in the State of Delaware and is required to pay franchise taxes to the State of Delaware on an annual basis.
Recent Accounting Pronouncements	Recent Accounting Pronouncements The Company adopted FASB Accounting Standards Update No. 2014-10 (ASU No. 2014-10) to Topic 915, which eliminated certain financial reporting requirements of companies previously identified as “Development Stage Entities” (Topic 915). The amendments in ASU No. 2014-10 simplify the 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 operations, cash flows, and stockholders' equity. The Company adopted FASB Accounting Standards Update No. 2014-15, which provided guidance on management's responsibility in evaluating whether there is substantial doubt about a company's ability to continue as a going concern within one year from the date the financial statements are issued and to provide related footnote disclosures. As of September 30, 2015, the Company's condensed interim financial statements have been presented to conform with the reporting and disclosure requirements of the above standards.
Going Concern Consideration	Going Concern Consideration If the Company does not complete an initial Business Combination by June 11, 2016, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten 100 50,000 In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be less than the initial public offering price per unit in the Public Offering. In addition if the Company fails to complete its Business Combination by June 11, 2016, there will be no redemption rights or liquidating distributions with respect to our warrants, which will expire worthless. In addition, at September 30, 2015, the Company had current liabilities of $ 748,138 430,717 ten 50,000

Income Taxes (Tables)

Income Taxes (Tables)	9 Months Ended
	Sep. 30, 2015
Income Taxes [Abstract]
Schedule of Deferred Tax Asset	Net operating loss 365,693 Valuation allowance (365,693 ) - Net operating loss 319,041 Valuation allowance (319,041 ) -

Investments and cash held in 21

Investments and cash held in Trust (Tables)	9 Months Ended
	Sep. 30, 2015
Investments and cash held in trust [Abstract]
Schedule of Held to Maturity Securities	Carrying Amount Gross Fair Value Held-to-maturity: U.S. Treasury Securities (Maturity dates range from 10/8/15 to 12/17/15) $ 500,196,864 $ 70,022 $ 500,266,886 Carrying Amount Gross Fair Value Held-to-maturity: U.S. Treasury Securities (Maturity dates range from 4/16/15 to 6/18/15) $ 500,151,393 $ 20,622 $ 500,172,015

Fair Value Measurement (Tables)

Fair Value Measurement (Tables)	9 Months Ended
	Sep. 30, 2015
Fair Value Measurement [Abstract]
Schedule of Fair Value Measurements	Description September 30, 2015 Quoted Prices in Significant Other Significant Other Investments and cash held in Trust Account $ 500,583,122 $ 500,583,122 $ - $ - Description December 31, 2014 Quoted Prices in Significant Other Significant Other Investments and cash held in Trust Account $ 500,336,268 $ 500,336,268 $ - $ -

Organization and Business Ope23

Organization and Business Operations (Details) - USD ($)	6 Months Ended	9 Months Ended
	Sep. 30, 2014	Sep. 30, 2015
Organization and Business Operations [Abstract]
Proceeds from sale of common stock through public offering	$ 500,250,000
Proceeds from sponsor to purchase private placement warrants	11,200,000
Proceeds deposited into trust account	$ 500,250,000
Redemption threshold for release of funds		100.00%
Minimum percentage of Trust Account for use in acquisition		80.00%
Minimum net tangible assets		$ 5,000,001
Maximum term for completion of business acquisition		24 months
Projected dissolution costs		$ 50,000

Significant Accounting Polici24

Significant Accounting Policies (Details) - USD ($)	Jun. 11, 2014	Sep. 30, 2014	Sep. 30, 2015	Dec. 31, 2014	Mar. 23, 2014
Class of Stock [Line Items]
Shares issuable upon exercise of warrants			36,212,500	36,212,500
Underwriters discount and offering expenses		$ 28,473,750	$ 28,473,750
Minimum net tangible assets			$ 5,000,001
Common stock subject to possible redemption, shares		47,728,350	47,677,323	47,696,416
Shares, Outstanding			62,531,250	62,531,250
Projected dissolution costs			$ 50,000
Current liabilities			748,138	$ 996,375
Working capital			(430,717)
Maximum interest to pay dissolution expenses			$ 50,000
Public [Member]
Class of Stock [Line Items]
Shares, Outstanding			50,025,000
Common Stock [Member]
Class of Stock [Line Items]
Underwriters discount and offering expenses
Sale of common stock on June 5, 2014 at $10.00 per share, shares	50,025,000	50,025,000
Shares, Outstanding		14,802,900	14,853,927	14,834,834
Underwriter [Member]
Class of Stock [Line Items]
Underwriters discount and offering expenses			$ 27,513,750

Public Offering (Details)

Public Offering (Details) - USD ($)	Jun. 11, 2014	Sep. 30, 2014	Sep. 30, 2015	Dec. 31, 2014	Jun. 05, 2014	Mar. 31, 2014
Class of Stock [Line Items]
Common stock, par value per share			$ 0.0001	$ 0.0001
Payment of underwriter costs		$ 9,204,600
Initial Upfront Payment [Member]
Class of Stock [Line Items]
Underwriter fee rate			1.84%
Deferred Compensation Liability [Member]
Class of Stock [Line Items]
Underwriter fee rate			3.66%
Maximum deferred payment			$ 18,309,150
Private Placement Warrants [Member]
Class of Stock [Line Items]
Shares called by each warrant			0.5
Warrant exercise price			$ 5.75
Description of warrants			Each Warrant will become exercisable on the later of 30 days after the completion of the Company's Business Combination or 12 months from the closing of the Public Offering and will expire five years after the completion of the Company's Business Combination or earlier upon redemption or liquidation. However, if the Company does not complete its Business Combination on or prior to the 24-month period allotted to complete the Business Combination, the Warrants will expire at the end of such period.
Warrant redemption price			$ 0.01
Warrant redemption terms			Once the warrants become exercisable, the Company may redeem the outstanding warrants in whole and not in part at a price of $ 0.01
Common Stock [Member]
Class of Stock [Line Items]
Sale of common stock on June 5, 2014 at $10.00 per share, shares	50,025,000	50,025,000
Shares issued, price per share		$ 0.002			$ 10	$ 0.002

Related Party Transactions (Det

Related Party Transactions (Details) - USD ($)	Apr. 16, 2015	Mar. 26, 2015	Jun. 11, 2014	Jun. 05, 2014	Sep. 30, 2014	Sep. 30, 2015	Dec. 31, 2014	Mar. 31, 2014	Mar. 23, 2014
Related Party Transaction [Line Items]
Sale of common stock to Sponsor on March 2014 at $0.002 per share					$ 25,000
Shares issuable upon exercise of warrants						36,212,500	36,212,500
Sale of 22,400,000 of Private Placement Warrants in June 5, 2014 at $0.50 per warrant				$ 11,200,000	11,200,000
Proceeds from note payable - related party			$ 350,000		350,000
Payment of note payable - related party			$ 350,000		$ 350,000
Proceeds from Convertible Debt						$ 300,000
Convertible Debt [Member]
Related Party Transaction [Line Items]
Interest rate - related party		5.00%
Convertible Note, amount		$ 300,000				306,863
Conversion price per warrant		$ 0.60
Proceeds from Convertible Debt	$ 300,000
Interest Payable, Current						$ 6,863
Founder Shares [Member]
Related Party Transaction [Line Items]
Percentage of shares held by Sponsor						20.00%
Related Party Transaction, Description of Transaction						The Sponsor has agreed not to transfer, assign or sell any of its Founder Shares until the earlier of (A) one year after the completion of the Business Combination, or earlier if, subsequent to the Business Combination, the last sale price of the Company's common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Business Combination or (B) the date on which the Company completes a liquidation, merger, stock exchange or other similar transaction after the Business Combination that results in all of the Company's stockholders having the right to exchange their shares of common stock for cash, securities or other property (the “Lock Up Period”).
Monthly Office Space, Administrative Services, and Secretarial Support [Member]
Related Party Transaction [Line Items]
Amount of transaction						$ 10,000
Common Stock [Member]
Related Party Transaction [Line Items]
Sale of common stock to Sponsor in March 2014 at $0.002 per share, shares					14,375,000
Sale of common stock to Sponsor on March 2014 at $0.002 per share					$ 1,437
Shares issued, price per share				$ 10	$ 0.002			$ 0.002
Shares forfeited			1,868,750		1,868,750
Securities issued			50,025,000		50,025,000
Sale of 22,400,000 of Private Placement Warrants in June 5, 2014 at $0.50 per warrant
Warrant [Member]
Related Party Transaction [Line Items]
Shares issued, price per share				$ 0.50
Securities issued				22,400,000
Pre-IPO Option [Member]
Related Party Transaction [Line Items]
Shares issuable upon exercise of warrants									10,000,000
Warrant exercise price									$ 10
Private Placement Warrants [Member]
Related Party Transaction [Line Items]
Shares called by each warrant						0.5
Warrant exercise price						$ 5.75
Warrant For Half Share [Member]
Related Party Transaction [Line Items]
Warrant exercise price		5.75
Whole Share Debt Warrants [Member]
Related Party Transaction [Line Items]
Warrant exercise price		$ 11.50

Deferred Underwriting Compens27

Deferred Underwriting Compensation (Details) - Deferred Compensation Liability [Member]	9 Months Ended
	Sep. 30, 2015USD ($)
Registration Payment Arrangement [Line Items]
Maximum deferred payment	$ 18,309,150
Underwriter fee rate	3.66%

Income Taxes (Details)

Income Taxes (Details) - USD ($)	9 Months Ended
	Sep. 30, 2015	Dec. 31, 2014
Income Taxes [Abstract]
Net operating loss	$ 365,693	$ 319,041
Valuation allowance	$ (365,693)	$ (319,041)
Net deferred tax asset
Applied effective rate	35.00%
Net operating loss carry forwards	$ 1,045,000	$ 912,000
Expiration date of carry forwards	Jan. 1, 2034

Investments and cash held in 29

Investments and cash held in Trust (Details) - USD ($)	Sep. 30, 2015	Dec. 31, 2014
Schedule of Held-to-maturity Securities [Line Items]
Cash equivalents	$ 316,236	$ 164,253
US Treasury Securities [Member]
Schedule of Held-to-maturity Securities [Line Items]
Carrying Amount	500,196,864	500,151,393
Gross Unrealized Holding Gains	70,022	20,622
Fair Value	$ 500,266,886	$ 500,172,015

Fair Value Measurement (Details

Fair Value Measurement (Details) - Fair Value, Measurements, Recurring [Member] - USD ($)	Sep. 30, 2015	Dec. 31, 2014
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments and cash held in Trust Account	$ 500,583,122	$ 500,336,268
Quoted Prices in Active Markets (Level 1) [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments and cash held in Trust Account	$ 500,583,122	$ 500,336,268
Significant Other Observable Inputs (Level 2) [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments and cash held in Trust Account
Significant Other Unobservable Inputs (Level 3) [Member]
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Investments and cash held in Trust Account

Stockholders' Equity (Details)

Stockholders' Equity (Details) - shares	Sep. 30, 2015	Dec. 31, 2014	Sep. 30, 2014
Common Stock:
Common stock, shares authorized	200,000,000	200,000,000
Shares, Outstanding	62,531,250	62,531,250
Common stock subject to possible redemption, shares	47,677,323	47,696,416	47,728,350
Preferred Stock:
Preferred stock, shares authorized	1,000,000	1,000,000