Document And Entity Information
Document And Entity Information - shares | 3 Months Ended | |
Mar. 31, 2016 | May. 10, 2016 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2016 | |
Document Fiscal Year Focus | 2,016 | |
Document Fiscal Period Focus | Q1 | |
Entity Registrant Name | WL Ross Holding Corp. | |
Entity Central Index Key | 1,604,416 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Accelerated Filer | |
Trading Symbol | WLRH | |
Entity Common Stock, Shares Outstanding | 62,531,250 |
CONDENSED BALANCE SHEETS
CONDENSED BALANCE SHEETS - USD ($) | Mar. 31, 2016 | Dec. 31, 2015 |
Current assets: | ||
Cash | $ 187 | $ 10,000 |
Prepaid expenses | 58,670 | 48,654 |
Total current assets | 58,857 | 58,654 |
Noncurrent assets: | ||
Investments and cash held in trust account | 501,023,695 | 500,647,797 |
Total assets | 501,082,552 | 500,706,451 |
Current liabilities: | ||
Accrued expenses | 1,619,413 | 386,811 |
Sponsor convertible note | 744,714 | 310,644 |
Sponsor promissory note | 235,032 | 0 |
State franchise tax accrual | 45,000 | 68,294 |
Total current liabilities | 2,644,159 | 765,749 |
Other liabilities: | ||
Deferred underwriting compensation | 18,309,150 | 18,309,150 |
Total liabilities | 20,953,309 | 19,074,899 |
Common stock subject to possible redemption; 47,512,924 and 47,663,155 shares at March 31, 2016 and December 31, 2015, respectively (at redemption value of $10.00 per share) | 475,129,240 | 476,631,550 |
Stockholders' equity: | ||
Preferred stock, $0.0001 par value; 1,000,000 shares authorized, none issued or outstanding | 0 | 0 |
Common stock, $0.0001 par value; 200,000,000 shares authorized, 15,018,326 and 14,868,095 shares issued and outstanding (excluding 47,512,924 and 47,663,155 subject to possible redemption) at March 31, 2016 and December 31, 2015, respectively | 1,501 | 1,486 |
Additional paid-in-capital | 7,870,509 | 6,368,214 |
Accumulated deficit | (2,872,007) | (1,369,698) |
Total stockholders' equity | 5,000,003 | 5,000,002 |
Total liabilities and stockholders' equity | $ 501,082,552 | $ 500,706,451 |
CONDENSED BALANCE SHEETS (Paren
CONDENSED BALANCE SHEETS (Parenthetical) - $ / shares | Mar. 31, 2016 | Dec. 31, 2015 |
Redeemable stock | ||
Common stock subject to possible redemption, shares | 47,512,924 | 47,663,155 |
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 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value per share | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 200,000,000 | 200,000,000 |
Common Stock, Shares, Issued | 15,018,326 | 14,868,095 |
Common stock, shares outstanding | 15,018,326 | 14,868,095 |
CONDENSED STATEMENTS OF OPERATI
CONDENSED STATEMENTS OF OPERATIONS - USD ($) | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Revenue | $ 0 | $ 0 |
Professional fees and other expenses | (1,823,998) | (165,820) |
State franchise taxes, other than income tax | (45,107) | (43,890) |
Interest on Sponsor convertible note | (9,070) | 0 |
Interest on Sponsor promissory note | (32) | 0 |
Loss from operations | (1,878,207) | (209,710) |
Other income - Interest income | 375,898 | 83,095 |
Net loss attributable to common shares | $ (1,502,309) | $ (126,615) |
Weighted average common shares outstanding, basic and diluted (excluding shares subject to possible redemption) (in shares) | 14,869,747 | 14,834,975 |
Net loss per common share: | ||
Basic and diluted (in dollars per share) | $ (0.1) | $ (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 Dec. 31, 2014 | $ 5,000,004 | $ 1,483 | $ 6,035,607 | $ (1,037,086) |
Balance (in shares) at Dec. 31, 2014 | 14,834,834 | |||
Change in shares subject to possible redemption | 126,620 | $ 1 | 126,619 | 0 |
Change in shares subject to possible redemption (in shares) | 12,662 | |||
Net loss for the period | (126,615) | $ 0 | 0 | (126,615) |
Balance at Mar. 31, 2015 | 5,000,009 | $ 1,484 | 6,162,226 | (1,163,701) |
Balance (in shares) at Mar. 31, 2015 | 14,847,496 | |||
Balance at Dec. 31, 2015 | $ 5,000,002 | $ 1,486 | 6,368,214 | (1,369,698) |
Balance (in shares) at Dec. 31, 2015 | 62,531,250 | 14,868,095 | ||
Change in shares subject to possible redemption | $ 1,502,310 | $ 15 | 1,502,295 | 0 |
Change in shares subject to possible redemption (in shares) | 150,231 | |||
Net loss for the period | (1,502,309) | $ 0 | 0 | (1,502,309) |
Balance at Mar. 31, 2016 | $ 5,000,003 | $ 1,501 | $ 7,870,509 | $ (2,872,007) |
Balance (in shares) at Mar. 31, 2016 | 62,531,250 | 15,018,326 |
CONDENSED STATEMENTS OF CASH FL
CONDENSED STATEMENTS OF CASH FLOWS - USD ($) | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Cash flows from operating activities: | ||
Net loss | $ (1,502,309) | $ (126,615) |
Adjustments to reconcile net loss to net cash used in operations: | ||
Increase in prepaid expenses | (10,016) | (5,199) |
Decrease in accrued state franchise tax | (23,294) | (95,722) |
Increase in accrued expenses | 1,232,602 | 123,550 |
Accrued interest on Sponsor convertible note | 9,070 | 0 |
Accrued interest on Sponsor promissory note | 32 | 0 |
Amortization of original issue discount | (303,932) | (83,081) |
Interest on investments | (71,966) | (14) |
Net cash used in operating activities | (669,813) | (187,081) |
Cash flows from financing activities: | ||
Proceeds from Sponsor convertible note | 425,000 | 0 |
Proceeds from Sponsor promissory note | 235,000 | 0 |
Net cash provided by financing activities | 660,000 | 0 |
Decrease in cash | (9,813) | (187,081) |
Cash at beginning the period | 10,000 | 801,415 |
Cash at end of the period | 187 | 614,334 |
Supplemental disclosure of cash flow information | ||
Cash paid for state franchise taxes | $ (68,401) | $ (139,612) |
Organization and Business Opera
Organization and Business Operations | 3 Months Ended |
Mar. 31, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization, Consolidation and Presentation of Financial Statements Disclosure [Text Block] | 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 March 31, 2016, the Company had not commenced any operations. All activity for the period from March 24, 2014 (inception) through March 31, 2016 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 March 31, 2016 and December 31, 2015 the Trust Account consisted of U.S. government treasury bills and investment in a money market fund. 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.” Unless the Company’s stockholders vote to extend the time the Company has to complete a Business Combination, 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. Proposed Nexeo Business Combination On March 21, 2016 the Company entered into the Agreement and Plan of Merger (the “Merger Agreement”) by and among the Company, Neon Acquisition Company LLC (“Blocker Merger Sub”), Neon Holding Company LLC (“Company Merger Sub”), Nexeo Solutions Holdings, LLC (“Nexeo”), Nexeo Holdco LLC (“New Holdco”) and TPG Accolade Delaware, L.P. (“Blocker”) to acquire Nexeo, a large global chemical and plastics distributor which provides broad logistics capabilities, in-depth market knowledge, dedicated technical expertise and environmental services. With operations worldwide, Nexeo has approximately 2,450 employees, connects a network of over 1,300 suppliers with a diverse base of more than 27,500 customers and offers over 23,000 products used in a broad cross-section of industries, including chemicals manufacturing, oil and gas, paints and coatings, automotive, healthcare and personal care (the “Proposed Nexeo Business Combination”). Pursuant to the provisions of the Company’s amended and restated certificate of incorporation, the Company currently has until June 11, 2016 to complete a Business Combination. However, in connection with the Proposed Nexeo Business Combination, the Company is currently in the process of seeking stockholder approval to extend the time the Company has to complete a Business Combination until August 20, 2016 (the “Extension”). If the Extension is approved by stockholders, the Company will file an amendment to the Company’s amended and restated certificate of incorporation providing for such additional time to complete a Business Combination. Subject to the terms of the Merger Agreement and customary adjustments set forth therein, the aggregate purchase price for the Business Combination and related transactions is expected to be approximately $ 1,575,000,000 10.00 Under the Merger Agreement, Selling Equityholders will also receive at the closing of the Proposed Nexeo Business Combination as consideration from our Sponsor a portion of the Founder Shares issued to our Sponsor at the time of our IPO (the “Founder Shares Transfer”). Our Sponsor is providing this consideration (the “Founder Share Consideration”), in lieu of transferring such Founder Shares back to the Company for cancellation, in exchange for no consideration, and reissuance of such Founder Shares to Selling Equityholders by the Company. The Founder Shares transferred to Selling Equityholders in connection with the Proposed Nexeo Business Combination will be subject to the conditions and restrictions set forth in the Founder Share Transfer Letter Agreement (the “Founder Share Transfer Letter Agreement”), dated March 21, 2016, as may be amended from time to time, by and among Nexeo Holdco, LLC, Sponsor and the Company, the Shareholders’ and Registration Rights Agreement, dated as of March 21, 2016, as it may be amended from time to time, by and among New Holdco and certain of its affiliates, our Sponsor and the Company (the “SHRRA”), and the underwriting agreement that the Company entered into with the underwriters at the time of our IPO. The number of Founder Shares to be transferred to Selling Equityholders by our Sponsor will be a pro rata portion of 12,506,250 30,000 35 The Company filed a definitive proxy statement with the SEC in connection with the Proposed Nexeo Business Combination on May 9, 2016 (the “Proxy Statement”). The Proxy Statement contains important information regarding the Proposed Nexeo Business Combination. 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 | 3 Months Ended |
Mar. 31, 2016 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies [Text Block] | 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 March 31, 2016 and December 31, 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 January 14, 2016. 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 March 31, 2016, 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 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 sheets. 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 March 31, 2016 and December 31, 2015, 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 March 31, 2016 and December 31, 2015, 47,512,924 47,663,155 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 March 31, 2016 and December 31, 2015. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities 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. 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 business days thereafter, redeem 100% of the common stock sold as part of the units in the Public Offering, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (which interest shall be net of franchise and income taxes payable and less up to $ 50,000 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 March 31, 2016, the Company had current liabilities of $ 2,644,159 2,585,302 |
Public Offering
Public Offering | 3 Months Ended |
Mar. 31, 2016 | |
Public Offering [Abstract] | |
Public Offering Disclosure [Text Block] | 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. 50,025,000 Once the warrants become exercisable, the Company may redeem the outstanding warrants in whole and not in part at a price of $0.01 per warrant upon a minimum of 30 days’ prior written notice of redemption, only in the event that the last sale price of the Company’s shares of common stock equals or exceeds $24.00 per share for any 20 trading days within the 30-trading day period ending on the third trading day before the Company sends the notice of redemption to the warrant holders. 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 | 3 Months Ended |
Mar. 31, 2016 | |
Related Party Transactions [Abstract] | |
Related Party Transactions Disclosure [Text Block] | 4. Related Party Transactions Founder Shares In March 2014, the Sponsor purchased 14,375,000 shares of common stock (the “Founder Shares”) for $25,000, or approximately $0.002 per share. The Founder Shares are identical to the common stock included in the Units sold in the Public Offering except that the Founder Shares are subject to certain transfer restrictions, as described in more detail below. Immediately prior to the Public Offering, the Sponsor forfeited 1,868,750 Founder Shares so that the remaining founder shares represent 20.0% of the outstanding shares upon the completion of the Public Offering. 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, the Company had granted the Sponsor the option to purchase, simultaneously with the consummation of an initial Business Combination, up to an additional 10,000,000 shares of common stock at a price of $10.00 per share. On March 21, 2016, the Company, the Sponsor and New Holdco entered into the Founder Share Transfer Letter Agreement which provides that, under the Merger Agreement, holders of equity interests in Nexeo and Blocker as of the time immediately prior to the Proposed Nexeo Business Combination (the "Selling Equityholders") will receive at the closing of the Proposed Nexeo Business Combination as consideration from the Sponsor, a portion of its shares of the Company’s common stock (the “Founder Shares”) issued at the time of the Public Offering to the Sponsor, pursuant to the Amended and Restated Securities Subscription Agreement, dated April 4, 2014 (the “Founder Shares Transfer”). The Sponsor is providing this consideration in lieu of transferring such Founder Shares back to the Company for cancellation, in exchange for no consideration, and reissuance of such Founder Shares to Selling Equityholders by the Company. This brief summary of the Founder Shares Transfer is qualified in all respects by reference to the complete text of the Founder Share Transfer Letter Agreement, dated as of March 21, 2016, by and among the Company, the Sponsor and New Holdco, which was filed with the SEC on March 22, 2016 as Exhibit 10.4 to the Company's Current Report on Form 8-K. Private Placement Warrants The Sponsor has purchased from the Company an aggregate of 22,400,000 warrants at a price of $0.50 per warrant (a purchase price of $11,200,000) in a private placement that occurred simultaneously with the completion of the Public Offering (the “Private Placement Warrants”). Each Private Placement Warrant entitles the holder to purchase one-half of one share of common stock at $5.75 per share. The purchase price of the Private Placement Warrants was added to the proceeds from the Public Offering to be held in the Trust Account pending completion of the Business Combination. 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. On March 21, 2016, the Company, the Sponsor and Nexeo entered into the Private Placement Warranty Exchange Letter Agreement which provides that the Private Placement Warrants will be exchanged by the Sponsor for the Company’s common stock at an exchange ratio of 0.10 shares of common stock for each Private Placement Warrant at the closing of the Proposed Nexeo Business Combination (the “Private Placement Warrant Exchange”). This brief summary of the Private Placement Warrant Exchange is qualified in all respects by reference to the complete text of the Private Placement Warranty Exchange Letter Agreement, dated as of March 21, 2016, by and among the Company, the Sponsor and Nexeo, which was filed with the SEC on March 22, 2016 as Exhibit 10.3 to the Company's Current Report on Form 8-K. 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 in the aggregate by the issuance of unsecured promissory notes (the “Notes”) for $350,000 to cover expenses related to the Public Offering. These Notes were non-interest bearing and payable on the earlier of March 31, 2015 or the completion of the Public Offering. The Notes were repaid in full on June 12, 2014. 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 for ongoing expenses. The Convertible Note is interest bearing at 5% per annum and is due and payable on June 11, 2016. At the option of the Sponsor, any amounts outstanding under the Convertible Note may be converted into warrants to purchase shares of our common stock at a conversion price of $0.60 per warrant. Each warrant will entitle the Sponsor to purchase one-half of one share of our common stock at an exercise price of $5.75 per half share ($11.50 per whole share). Each warrant will contain other terms identical to the terms contained in the Private Placement Warrants previously issued to the Sponsor. On April 16, 2015, the Company borrowed the total proceeds of $300,000 from the Convertible Note entered with the Sponsor. For the three months ended March 31, 2016, the Company incurred $3,830 of interest expense which under the terms of the Convertible Note has been added to the principal amount. On January 4, 2016, the Company issued a second convertible promissory note, (the “Second Convertible Note”) to borrow additional proceeds of $425,000 from the Sponsor. The Company incurred $5,240 of interest expense for the three months ended March 31, 2016 which under the terms of the Convertible Note has been added to the principal amount. As of March 31, 2016, the outstanding balance of both Convertible Notes is $744,714. As of December 31, 2015, the outstanding balance of the Convertible Note was $310,644. On March 31, 2016, the Sponsor issued a promissory note (the “Notes”) with the Company to borrow up to $750,000, the promissory note is interest bearing at 5% per annum and is due and payable on the first to occur of (1) the consummation of the Proposed Nexeo Business Combination or (2) June 11, 2016 (or such later or such later date as may be approved by our stockholders by amendment of our charter to complete an initial Business Combination). The Sponsor loaned the Company $235,000 in the aggregate by the issuance of the notes to cover expenses related to daily operations. As of March 31, 2016, the outstanding balance of promissory note is $235,032. Administrative Service Agreement On March 31, 2016, the Company has agreed to pay $10,000 a month for office space, administrative services and secretarial support to WL Ross & Co. LLC, an affiliate of the Sponsor. Upon the completion of the Business Combination or the liquidation of the Company, the Company will cease paying these monthly fees. The Sponsor irrevocably and unconditionally waived the $10,000 per month payment obligations of the Company for office space, administrative services and secretarial support for the year beginning on January 1, 2015 to December 31, 2016. |
Deferred Underwriting Compensat
Deferred Underwriting Compensation | 3 Months Ended |
Mar. 31, 2016 | |
Other Liabilities Disclosure [Abstract] | |
Other Liabilities Disclosure [Text Block] | 5. Deferred Underwriting Compensation The Company is committed to pay the Deferred Discount totaling $ 18,309,150 3.66 |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
Income Tax Disclosure [Text Block] | 6. Income Taxes Net operating loss 452,396 Valuation allowance (452,396) - Components of the Company’s deferred tax asset at December 31, 2015 are as follows: Net operating loss 415,233 Valuation allowance (415,233) - The Company established a valuation allowance of approximately $ 452,000 415,000 452,000 415,000 35 1,292,500 1,186,000 |
Investments and cash held in Tr
Investments and cash held in Trust | 3 Months Ended |
Mar. 31, 2016 | |
Investments, Debt and Equity Securities [Abstract] | |
Cash and Cash Equivalents Disclosure [Text Block] | Investments and cash held in Trust As of March 31, 2016 investment securities in the Company’s Trust Account consist of $ 312,597,363 188,426,332 499,848,764 799,033 Gross Carrying Amount Unrealized March 31, 2016 Holding Gains Fair Value Held-to-maturity: U.S. Treasury Securities (Maturity dates range from 4/28/16 to 5/19/16) $ 312,597,363 $ 94,477 $ 312,691,840 Gross Carrying Amount Unrealized December 31, 2015 Holding Gains Fair Value Held-to-maturity: U.S. Treasury Securities (Maturity dates range from 3/31/16 to 5/19/16) $ 499,848,764 $ 41,283 $ 499,890,047 |
Fair Value Measurement
Fair Value Measurement | 3 Months Ended |
Mar. 31, 2016 | |
Fair Value Disclosures [Abstract] | |
Fair Value Disclosures [Text Block] | 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 March 31, 2016 and December 31, 2015, and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value. In general, fair values determined by Level 1 inputs utilize quoted prices (unadjusted) in active markets for identical assets or liabilities. Fair values determined by Level 2 inputs utilize data points that are observable such as quoted prices, interest rates and yield curves. Fair values determined by Level 3 inputs are unobservable data points for the asset or liability, and includes situations where there is little, if any, market activity for the asset or liability: Quoted Prices in Significant Other Significant Other Active Markets Observable Unobservable Description March 31, 2016 (Level 1) Inputs (Level 2) Inputs (Level 3) Investments in treasury bills held in trust account 312,691,840 312,691,840 - - Investments in money market fund held in trust account 188,426,332 188,426,332 - - Total $ 501,118,172 $ 501,118,172 $ - $ - Quoted Prices in Significant Other Significant Other Active Markets Observable Unobservable Description December 31, 2015 (Level 1) Inputs (Level 2) Inputs (Level 3) Investments in treasury bills held in trust account 499,890,047 499,890,047 - - Investments in money market fund held in trust account 799,033 799,033 - - Total $ 500,689,080 $ 500,689,080 $ - $ - |
Stockholders' Equity
Stockholders' Equity | 3 Months Ended |
Mar. 31, 2016 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity Note Disclosure [Text Block] | 9. Stockholders’ Equity Common Stock The Company is authorized to issue 200,000,000 62,531,250 47,512,924 62,531,250 47,663,155 Preferred Stock The Company is authorized to issue 1,000,000 |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2016 | |
Subsequent Events [Abstract] | |
Subsequent Events [Text Block] | 10. Subsequent Events Promissory Note Subsequent to the period covered by this report, on April 29, 2016, the Company borrowed an additional $ 50,000 Subscription Agreements In connection with the Proposed Nexeo Business Combination, the Company entered into a subscription agreement, dated May 9, 2016, with Fidelity Select Portfolios: Chemicals Portfolio, Fidelity Advisor Series I: Fidelity Advisor Value Fund, Fidelity Capital Trust: Fidelity Value Fund, Fidelity Select Portfolios: Materials Portfolio, Fidelity Central Investment Portfolios LLC: Fidelity Materials Central Fund and Variable Insurance Products Fund IV: Materials Portfolio, which funds we collectively refer to as “Fidelity” and which subscription agreement we refer to as the “Fidelity Subscription Agreement”, pursuant to which Fidelity has agreed to purchase up to approximately 3.86 38.6 Also in connection with the Proposed Nexeo Business Combination, the Company entered into a subscription agreement, dated May 6, 2016, with MFS Series Trust X on behalf of MFS Global Alternative Strategy Fund, MFS Series Trust I on behalf of MFS New Discovery Fund and MFS Variable Insurance Trust on behalf of MFS New Discovery Series, which funds we collectively refer to as “MFS” and which subscription agreement we refer to as the “MFS Subscription Agreement” and, together with the Fidelity Subscription Agreement, the “Subscription Agreements”, pursuant to which MFS has agreed to purchase up to approximately 0.37 3.7 Pursuant to the Subscription Agreements, the Company has agreed to register the shares sold in the private placement under the Securities Act by filing with the SEC a registration statement registering the resale of such shares by Fidelity and MFS, subject to customary terms and conditions. Copies of the Subscription Agreements are filed with this Quarterly Report on Form 10-Q as Exhibit 10.6 and Exhibit 10.7, and are incorporated herein by reference, and the foregoing description of the Subscription Agreements are qualified in their entirety by reference thereto. Other than the foregoing, 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 Polici17
Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2016 | |
Accounting Policies [Abstract] | |
Basis of Accounting, Policy [Policy Text Block] | 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 March 31, 2016 and December 31, 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 January 14, 2016. |
Earnings Per Share, Policy [Policy Text Block] | 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 March 31, 2016, the Company had outstanding warrants to purchase 36,212,500 |
Concentration Risk, Credit Risk, Policy [Policy Text Block] | 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 |
Fair Value of Financial Instruments, Policy [Policy Text Block] | 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 sheets. |
Start-up Activities, Cost Policy [Policy Text Block] | 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 March 31, 2016 and December 31, 2015, offering costs totaling approximately $ 28,473,750 27,513,750 |
Stockholders' Equity, Policy [Policy Text Block] | 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 March 31, 2016 and December 31, 2015, 47,512,924 47,663,155 50,025,000 |
Use of Estimates, Policy [Policy Text Block] | 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 Tax, Policy [Policy Text Block] | 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 March 31, 2016 and December 31, 2015. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities 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. |
Substantial Doubt About Going Concern Policy [Policy Text Block] | 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 business days thereafter, redeem 100% of the common stock sold as part of the units in the Public Offering, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (which interest shall be net of franchise and income taxes payable and less up to $ 50,000 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 March 31, 2016, the Company had current liabilities of $ 2,644,159 2,585,302 |
Income Taxes (Tables)
Income Taxes (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
Schedule of Deferred Tax Assets and Liabilities [Table Text Block] | Components of the Company’s deferred tax asset at March 31, 2016 are as follows: Net operating loss 452,396 Valuation allowance (452,396) - Components of the Company’s deferred tax asset at December 31, 2015 are as follows: Net operating loss 415,233 Valuation allowance (415,233) - |
Investments and cash held in 19
Investments and cash held in Trust (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Investments, Debt and Equity Securities [Abstract] | |
Held-to-maturity Securities [Table Text Block] | The carrying amount, excluding accrued interest income, gross unrealized holding gains and fair value of held to maturity securities at December 31, 2015 and December 31, 2014 are as follows: Gross Carrying Amount Unrealized March 31, 2016 Holding Gains Fair Value Held-to-maturity: U.S. Treasury Securities (Maturity dates range from 4/28/16 to 5/19/16) $ 312,597,363 $ 94,477 $ 312,691,840 Gross Carrying Amount Unrealized December 31, 2015 Holding Gains Fair Value Held-to-maturity: U.S. Treasury Securities (Maturity dates range from 3/31/16 to 5/19/16) $ 499,848,764 $ 41,283 $ 499,890,047 |
Fair Value Measurement (Tables)
Fair Value Measurement (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Fair Value Disclosures [Abstract] | |
Fair Value, Assets Measured on Recurring Basis [Table Text Block] | 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: Quoted Prices in Significant Other Significant Other Active Markets Observable Unobservable Description March 31, 2016 (Level 1) Inputs (Level 2) Inputs (Level 3) Investments in treasury bills held in trust account 312,691,840 312,691,840 - - Investments in money market fund held in trust account 188,426,332 188,426,332 - - Total $ 501,118,172 $ 501,118,172 $ - $ - Quoted Prices in Significant Other Significant Other Active Markets Observable Unobservable Description December 31, 2015 (Level 1) Inputs (Level 2) Inputs (Level 3) Investments in treasury bills held in trust account 499,890,047 499,890,047 - - Investments in money market fund held in trust account 799,033 799,033 - - Total $ 500,689,080 $ 500,689,080 $ - $ - |
Organization and Business Ope21
Organization and Business Operations (Details Textual) | 3 Months Ended |
Mar. 31, 2016USD ($)$ / sharesshares | |
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 |
Nexeo [Member] | |
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net, Total | $ 1,575,000,000 |
Business Acquisition, Share Price | $ / shares | $ 10 |
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | shares | 12,506,250 |
Sale of Stock, Percentage of Ownership after Transaction | 35.00% |
Nexeo [Member] | Independent director [Member] | |
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | shares | 30,000 |
Significant Accounting Polici22
Significant Accounting Policies (Details Textual) - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2016 | Dec. 31, 2015 | |
Class of Stock [Line Items] | ||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 36,212,500 | |
Adjustments to Additional Paid in Capital, Stock Issued, Issuance Costs | $ 28,473,750 | $ 28,473,750 |
Minimum Net Tangible Assets | $ 5,000,001 | |
Temporary Equity, Shares Outstanding | 47,512,924 | 47,663,155 |
Shares, Outstanding, Beginning Balance | 62,531,250 | 62,531,250 |
Projected Dissolution Costs | $ 50,000 | |
Liabilities, Current, Total | 2,644,159 | $ 765,749 |
Working Capital | 2,585,302 | |
Federal Depository Insurance Coverage | 250,000 | |
Underwriter [Member] | ||
Class of Stock [Line Items] | ||
Adjustments to Additional Paid in Capital, Stock Issued, Issuance Costs | $ 27,513,750 | $ 27,513,750 |
Public [Member] | ||
Class of Stock [Line Items] | ||
Temporary Equity, Shares Outstanding | 50,025,000 | |
Shares, Outstanding, Beginning Balance | 50,025,000 |
Public Offering (Details Textua
Public Offering (Details Textual) - USD ($) | 1 Months Ended | 3 Months Ended | |
Jun. 11, 2014 | Mar. 31, 2016 | Dec. 31, 2015 | |
Class of Stock [Line Items] | |||
Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 | |
Public [Member] | |||
Class of Stock [Line Items] | |||
Stock Issued During Period, Shares, New Issues | 50,025,000 | ||
Common Stock, Par or Stated Value Per Share | $ 0.0001 | ||
Shares Issued, Price Per Share | $ 10 | ||
Common Stock [Member] | |||
Class of Stock [Line Items] | |||
Stock Issued During Period, Shares, New Issues | 50,025,000 | ||
Initial Upfront Payment [Member] | |||
Class of Stock [Line Items] | |||
Registration Payment Arrangement Fee Percentage | 1.84% | ||
Payments of Stock Issuance Costs | $ 9,204,600 | ||
Deferred Compensation Liability [Member] | |||
Class of Stock [Line Items] | |||
Registration Payment Arrangement Fee Percentage | 3.66% | ||
Registration Payment Arrangement, Maximum Potential Consideration | $ 18,309,150 | ||
Private Placement Warrants [Member] | |||
Class of Stock [Line Items] | |||
Stock Issued During Period, Shares, New Issues | 22,400,000 | ||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 5.75 | ||
Class Of Warrant Or Right Description | Each Warrant will become exercisable on the later of 30 days after the completion of the Companys Business Combination or 12 months from the closing of the Public Offering and will expire five years after the completion of the Companys 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. | ||
Class Of Warrant Or Right Redemption Description | Once the warrants become exercisable, the Company may redeem the outstanding warrants in whole and not in part at a price of $0.01 per warrant upon a minimum of 30 days prior written notice of redemption, only in the event that the last sale price of the Companys shares of common stock equals or exceeds $24.00 per share for any 20 trading days within the 30-trading day period ending on the third trading day before the Company sends the notice of redemption to the warrant holders. | ||
Shares Issued, Price Per Share | $ 0.50 |
Related Party Transactions (Det
Related Party Transactions (Details Textual) | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||||||
Jan. 31, 2016USD ($) | Apr. 16, 2015USD ($) | Mar. 26, 2015USD ($)$ / shares | Mar. 31, 2014USD ($)$ / sharesshares | Mar. 31, 2016USD ($)$ / sharesshares | Mar. 31, 2015USD ($) | Dec. 31, 2014USD ($) | Jan. 04, 2016USD ($) | Dec. 31, 2015USD ($) | |
Related Party Transaction [Line Items] | |||||||||
Proceeds from Related Party Debt | $ 350,000 | ||||||||
Repayments of Related Party Debt | $ 350,000 | ||||||||
Proceeds from Convertible Debt | $ 425,000 | $ 0 | |||||||
Interest Expense, Debt | 32 | $ 0 | |||||||
Due to Related Parties, Current | 235,000 | ||||||||
Second convertible promissory note [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Debt Instrument, Face Amount | $ 425,000 | ||||||||
Interest Expense, Debt | 5,240 | ||||||||
Promissory note [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Debt Instrument, Face Amount | $ 750,000 | ||||||||
Debt Instrument, Interest Rate, Stated Percentage | 5.00% | ||||||||
Notes Payable, Current | $ 235,032 | ||||||||
Private Placement [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Warrant Exchange Ratio | 0.10 | ||||||||
Convertible Debt [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Proceeds from Convertible Debt | $ 300,000 | ||||||||
Interest Payable, Current | $ 3,830 | ||||||||
Convertible Debt | $ 744,714 | $ 310,644 | |||||||
Sponsor [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Irrevocably and Unconditionally Waived Amount | $ 10,000 | ||||||||
Warrant [Member] | Convertible Debt [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Proceeds from Convertible Debt | $ 300,000 | ||||||||
Related Party Transaction, Rate | 5.00% | ||||||||
Debt Instrument, Convertible, Conversion Price | $ / shares | $ 0.60 | ||||||||
Common Stock [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Stock Issued During Period, Shares, New Issues | shares | 50,025,000 | ||||||||
Pre-IPO Option [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | shares | 10,000,000 | ||||||||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $ / shares | $ 10 | ||||||||
Private Placement Warrants [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Shares Issued, Price Per Share | $ / shares | $ 0.50 | ||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 5.75 | ||||||||
Stock Issued During Period, Shares, New Issues | shares | 22,400,000 | ||||||||
Adjustments to Additional Paid in Capital, Warrant Issued | $ 11,200,000 | ||||||||
Warrant For Half Share [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | 5.75 | ||||||||
Whole Share Debt Warrants [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 11.50 | ||||||||
Founder Shares [Member] | Common Stock [Member] | |||||||||
Related Party Transaction [Line Items] | |||||||||
Stock Issued During Period, Shares, Other | shares | 14,375,000 | ||||||||
Stock Issued During Period, Value, Other | $ 25,000 | ||||||||
Shares Issued, Price Per Share | $ / shares | $ 0.002 | ||||||||
Stockholders' Equity, Other Shares | shares | 1,868,750 | ||||||||
Stockholders Equity 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 Companys 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 Companys 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] | |||||||||
Related Party Transaction, Amounts of Transaction | $ 10,000 |
Deferred Underwriting Compens25
Deferred Underwriting Compensation (Details Textual) - Deferred Compensation Liability [Member] | 3 Months Ended |
Mar. 31, 2016USD ($) | |
Registration Payment Arrangement [Line Items] | |
Registration Payment Arrangement Fee Percentage | 3.66% |
Registration Payment Arrangement, Maximum Potential Consideration | $ 18,309,150 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | Mar. 31, 2016 | Dec. 31, 2015 |
Schedule of Deferred Tax Assets and Liabilities [Line Items] | ||
Net operating loss | $ 452,396 | $ 415,233 |
Valuation allowance | (452,396) | (415,233) |
Deferred Tax Assets Net | $ 0 | $ 0 |
Income Taxes (Details Textual)
Income Taxes (Details Textual) - USD ($) | 3 Months Ended | |
Mar. 31, 2016 | Dec. 31, 2015 | |
Schedule of Deferred Tax Assets and Liabilities [Line Items] | ||
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent | 35.00% | |
Operating Loss Carryforwards | $ 1,292,500 | $ 1,186,000 |
Deferred Tax Assets, Valuation Allowance | 452,396 | 415,233 |
Deferred Tax Assets, Operating Loss Carryforwards, Total | $ 452,396 | $ 415,233 |
Investments and cash held in 28
Investments and cash held in Trust (Details) - USD ($) | Mar. 31, 2016 | Dec. 31, 2015 |
Schedule of Held-to-maturity Securities [Line Items] | ||
Carrying Amount | $ 312,597,363 | $ 499,848,764 |
US Treasury Securities [Member] | ||
Schedule of Held-to-maturity Securities [Line Items] | ||
Carrying Amount | 312,597,363 | 499,848,764 |
Gross Unrealized Holding Gains | 94,477 | 41,283 |
Fair Value | $ 312,691,840 | $ 499,890,047 |
Investments and cash held in 29
Investments and cash held in Trust (Details Textual) - USD ($) | Mar. 31, 2016 | Dec. 31, 2015 |
Schedule of Held-to-maturity Securities [Line Items] | ||
Held-to-maturity Securities | $ 312,597,363 | $ 499,848,764 |
Restricted Cash and Cash Equivalents | $ 188,426,332 | $ 799,033 |
Fair Value Measurement (Details
Fair Value Measurement (Details) - Fair Value, Measurements, Recurring [Member] - USD ($) | Mar. 31, 2016 | Dec. 31, 2015 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments and cash held in trust account | $ 501,118,172 | $ 500,689,080 |
Investments in Treasury Bills [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments and cash held in trust account | 312,691,840 | 499,890,047 |
Investments in Money Market Fund [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments and cash held in trust account | 188,426,332 | 799,033 |
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 | 501,118,172 | 500,689,080 |
Quoted Prices in Active Markets (Level 1) [Member] | Investments in Treasury Bills [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments and cash held in trust account | 312,691,840 | 499,890,047 |
Quoted Prices in Active Markets (Level 1) [Member] | Investments in Money Market Fund [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments and cash held in trust account | 188,426,332 | 799,033 |
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 | 0 | 0 |
Significant Other Observable Inputs (Level 2) [Member] | Investments in Treasury Bills [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments and cash held in trust account | 0 | 0 |
Significant Other Observable Inputs (Level 2) [Member] | Investments in Money Market Fund [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments and cash held in trust account | 0 | 0 |
Significant Other Unobservable Inputs (Level 3) [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments and cash held in trust account | 0 | 0 |
Significant Other Unobservable Inputs (Level 3) [Member] | Investments in Treasury Bills [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments and cash held in trust account | 0 | 0 |
Significant Other Unobservable Inputs (Level 3) [Member] | Investments in Money Market Fund [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Investments and cash held in trust account | $ 0 | $ 0 |
Stockholders' Equity (Details T
Stockholders' Equity (Details Textual) - shares | Mar. 31, 2016 | Dec. 31, 2015 |
Class of Stock [Line Items] | ||
Common Stock, Shares Authorized | 200,000,000 | 200,000,000 |
Shares, Outstanding | 62,531,250 | 62,531,250 |
Preferred Stock, Shares Authorized | 1,000,000 | 1,000,000 |
Temporary Equity, Shares Outstanding | 47,512,924 | 47,663,155 |
Subsequent Events (Details Text
Subsequent Events (Details Textual) - Subsequent Event [Member] - USD ($) shares in Thousands | May. 09, 2016 | May. 06, 2016 | Apr. 29, 2016 |
Subsequent Event [Line Items] | |||
Debt Instrument, Face Amount | $ 50,000 | ||
Fidelity Subscription Agreement [Member] | |||
Subsequent Event [Line Items] | |||
Maximum Shares To Be Issued Shares | 3,860 | ||
Maximum Shares To Be Issued Value | $ 38,600,000 | ||
Subscription Agreements [Member] | |||
Subsequent Event [Line Items] | |||
Maximum Shares To Be Issued Shares | 370 | ||
Maximum Shares To Be Issued Value | $ 3,700,000 |