Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | Mar. 10, 2017 | Jun. 30, 2016 | |
Document and Entity Information [Abstract] | |||
Entity Registrant Name | Harmony Merger Corp. | ||
Entity Central Index Key | 1,612,720 | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --12-31 | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2016 | ||
Document Fiscal Year Focus | 2,016 | ||
Document Fiscal Period Focus | FY | ||
Entity Filer Category | Accelerated Filer | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Public Float | $ 115,345,000 | ||
Entity Common Stock, Shares Outstanding | 15,084,750 |
Balance Sheets
Balance Sheets - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Current Assets: | ||
Cash and cash equivalents | $ 23,865 | $ 324,991 |
Prepaid expenses | 20,415 | 46,687 |
Total current assets: | 44,280 | 371,678 |
Cash, cash equivalents and securities held in Trust | 117,507,609 | 117,374,895 |
Prepaid expenses - long term | 66,373 | |
Total assets: | 117,551,889 | 117,812,946 |
Current Liabilities | ||
Accounts Payable | 130,900 | 17,259 |
Total current liabilities: | 130,900 | 17,259 |
Deferred Underwriters Fee | 4,325,000 | 4,325,000 |
Note payable to stockholder | 60,000 | |
Total liabilities | 4,515,900 | 4,342,259 |
Commitments | ||
Common Stock, subject to possible conversion (10,573,050 and 10,585,784 shares at conversion value) as of December 31, 2016 and December 31, 2015 respectively. | 108,035,987 | 108,043,938 |
Stockholders' equity | ||
Preferred stock, $.0001 par value, 1,000,000 authorized, 0 outstanding | ||
Common stock, $.0001 par value; Authorized 27,500,000 shares, 4,511,700 issued and outstanding at December 31, 2016 and 4,498,966 at December 31, 2015 (excluding 10,573,050 and 10,585,784 respectively that are shares subject to possible conversion at December 31, 2016 and December 31, 2015). | 451 | 450 |
Additional paid-in capital | 5,698,759 | 5,690,809 |
Accumulated deficit | (699,208) | (264,510) |
Total stockholders' equity | 5,000,002 | 5,426,749 |
Total liabilities and stockholders' equity | $ 117,551,889 | $ 117,812,946 |
Balance Sheets (Parenthetical)
Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2016 | Dec. 31, 2015 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock shares subject to possible conversion | 10,573,050 | 10,585,784 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 27,500,000 | 27,500,000 |
Common stock, shares issued | 4,511,700 | 4,498,966 |
Common stock, shares outstanding | 4,511,700 | 4,498,966 |
Statements of Operations
Statements of Operations - USD ($) | 7 Months Ended | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2016 | Dec. 31, 2015 | |
Income Statement [Abstract] | |||
General and administrative costs | $ 1,324 | $ 539,568 | $ 222,402 |
General and administrative costs - related party | 150,000 | 116,129 | |
Operating loss | (1,324) | (689,568) | (338,531) |
Interest income | 1 | 254,870 | 75,344 |
Net Loss | $ (1,323) | $ (434,698) | $ (263,187) |
Weighted average shares outstanding | 2,643,750 | 4,499,001 | 4,061,847 |
Basic and diluted net loss per share | $ 0 | $ (0.10) | $ (0.06) |
Statement of Changes in Stockho
Statement of Changes in Stockholders' Equity - USD ($) | Total | Common Stock | Additional Paid - in Capital | Deficit Accumulated |
Beginning Balance at May. 21, 2014 | ||||
Beginning Balance, shares at May. 21, 2014 | ||||
Common shares issued to initial stockholders | 25,000 | $ 303 | 24,697 | |
Common shares issued to initial stockholders, shares | 3,026,250 | |||
Net loss | (1,323) | (1,323) | ||
Ending Balance at Dec. 31, 2014 | 23,677 | $ 303 | 24,697 | (1,323) |
Ending Balance, shares at Dec. 31, 2014 | 3,026,250 | |||
Sale of 11,500,000 units | 115,000,000 | $ 1,150 | 114,998,850 | |
Sale of 11,500,000 units, shares | 11,500,000 | |||
Underwriters discount and offering expenses | (6,874,803) | (6,874,803) | ||
Sale of 558,500 private units | 5,585,000 | $ 56 | 5,584,944 | |
Sale of 558,500 private units, shares | 558,500 | |||
Net proceeds subject to possible conversion | (108,043,938) | $ (1,059) | (108,042,879) | |
Net proceeds subject to possible conversion, shares | (10,585,784) | |||
Net loss | (263,187) | (263,187) | ||
Ending Balance at Dec. 31, 2015 | 5,426,749 | $ 450 | 5,690,809 | (264,510) |
Ending Balance, shares at Dec. 31, 2015 | 4,498,966 | |||
Change in common stock subject to possible conversion | 7,951 | $ 1 | 7,950 | |
Change in common stock subject to possible conversion, shares | 12,734 | |||
Net loss | (434,698) | (434,698) | ||
Ending Balance at Dec. 31, 2016 | $ 5,000,002 | $ 451 | $ 5,698,759 | $ (699,208) |
Ending Balance, shares at Dec. 31, 2016 | 4,511,700 |
Statement of Changes in Stockh6
Statement of Changes in Stockholders' Equity (Parenthetical) - Common Stock | 12 Months Ended |
Dec. 31, 2015shares | |
Sale of units | 11,500,000 |
Sale of private units | 558,500 |
Statements of Cash Flows
Statements of Cash Flows - USD ($) | 7 Months Ended | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2016 | Dec. 31, 2015 | |
CASH FLOWS FROM OPERATING ACTIVITIES | |||
Net Loss | $ (1,323) | $ (434,698) | $ (263,187) |
Adjustments to reconcile Net Loss to net cash provided by operations: | |||
Interest earned on cash and securities in trust | (254,730) | (74,895) | |
Changes in operating assets and liabilities: | |||
Prepaid expenses | 92,645 | (113,060) | |
Accounts payable | 113,641 | 17,259 | |
Net cash used in Operating Activities | (1,323) | (483,142) | (433,883) |
CASH FLOWS FROM INVESTING ACTIVITIES | |||
Withdrawal of Trust funds to pay taxes | 122,016 | ||
Investment in cash, cash equivalents and securities in Trust Account | (117,300,000) | ||
Net cash provided by (used in) Investing Activities | 122,016 | (117,300,000) | |
CASH FLOWS FROM FINANCING ACTIVITIES | |||
Payment of offering costs | (82,906) | ||
Payment of deferred offering costs associated with initial public offering | (72,562) | ||
Note payable to stockholder | 50,000 | 60,000 | (50,000) |
Proceeds from sale of shares of common stock to initial stockholders | 25,000 | ||
Proceeds from Public Offering, net of offering costs | 112,605,665 | ||
Proceeds from Insider Units | 5,585,000 | ||
Net cash provided by Financing Activities | 2,438 | 60,000 | 118,057,759 |
Net increase (decrease) in cash and cash equivalents | 1,115 | (301,126) | 323,876 |
Cash and cash equivalents at beginning of period | 324,991 | 1,115 | |
Cash and cash equivalents at end of period | 1,115 | 23,865 | 324,991 |
Supplemental disclosure of non-cash investing and financing activities | |||
Accrual of deferred underwriting fee | 4,325,000 | ||
Accrual of deferred offering costs | 43,208 | ||
Change in value of ordinary shares subject to possible conversion | $ (7,951) |
Organization and Plan of Busine
Organization and Plan of Business Operations and Going Concern Consideration | 12 Months Ended |
Dec. 31, 2016 | |
Organization and Plan of Business Operations and Going Concern Consideration [Abstract] | |
Organization and Plan of Business Operations and Going Concern Consideration | Note 1 — Organization and Plan of Business Operations and Going Concern Consideration Harmony Merger Corp. (the “Company”) was incorporated in Delaware on May 21, 2014 as a blank check company whose objective is to acquire, through a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination, one or more businesses or entities (a “Business Combination”). All activity through December 31, 2016 relates to the Company’s formation, initial public offering and identifying suitable candidates for a Business Combination. The registration statement for the Company’s initial public offering was declared effective on March 23, 2015. The Company consummated a public offering of 11,500,000 units (“Units”) on March 27, 2015 (the “Offering”), including the exercise of the over-allotment option (“Overallotment”) of 1,500,000 Units, generating gross proceeds of $115,000,000 and net proceeds of $112,605,665 after deducting $2,394,335 of transaction costs paid at closing (up to an additional $4,325,000 of deferred underwriting expenses may be paid upon the completion of a business combination), which is discussed in Note 3. In addition, the Company generated gross and net proceeds of $5,585,000 from a private placement (the “Private Placement”) of units (“Private Units”) to certain of the Initial Stockholders (defined below) and Cantor Fitzgerald & Co., the representative of the underwriters in the Offering (“Cantor”), which is described in Note 4. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Offering and Private Placement, although substantially all of the net proceeds are intended to be generally applied toward consummating a Business Combination. The Company’s securities are listed on the Nasdaq Capital Market (“NASDAQ”). Pursuant to the NASDAQ listing rules, the Company’s initial Business Combination must be with a target business or businesses whose collective fair market value is at least equal to 80% of the balance in the trust account at the time of the execution of a definitive agreement for such Business Combination, although this may entail simultaneous acquisitions of several target businesses. There is no assurance that the Company will be able to effect a Business Combination successfully. Following the closing of the Offering and the Private Placement on March 27, 2015, an amount of $117,300,000 (or $10.20 per share sold to the public in the Offering included in the Units (“Public Shares”)) from the sale of the Units and Private Units is being held in a trust account (“Trust Account”) and may be invested in money market funds meeting the applicable conditions of Rule 2a-7 promulgated under the Investment Company Act of 1940, as amended, and that invest solely in U.S. treasuries or United States bonds, treasuries or notes having a maturity of 180 days or less. The $117,300,000 placed into the Trust Account may not be released until the earlier of (i) the consummation of the Company’s initial Business Combination and (ii) the Company’s failure to consummate a Business Combination within the prescribed time. The remaining net proceeds (not held in the Trust Account) may be used to pay for business, legal and accounting due diligence on prospective acquisitions and continuing general and administrative expenses. Additionally, the interest earned on the Trust Account balance may be released to the Company to pay the Company’s tax obligations. Placing funds in the Trust Account may not protect those funds from third party claims against the Company. Although the Company will seek to have all vendors, service providers, prospective target businesses or other entities it engages, execute agreements with the Company waiving any claim of any kind in or to any monies held in the Trust Account, there is no guarantee that such persons will execute such agreements. The Company, after signing a Business Combination, is required to provide stockholders who acquired Public Shares in the Offering (“Public Stockholders”) with the opportunity to convert their Public Shares for a pro rata share of the Trust Account. In the event that stockholders owning approximately 91.9% or more of the Public Shares exercise their conversion rights described below, the Business Combination will not be consummated. The actual percentages, however, will only be able to be determined once a target business is located and the Company can assess all of the assets and liabilities of the combined company upon consummation of the proposed Business Combination, subject to the requirement that the Company must have at least $5,000,001 of net tangible assets upon close of such Business Combination. As a result, the actual percentage of shares that can be converted may be significantly lower than the above estimates. The stockholders of the Company prior to the Offering (the “Initial Stockholders”) have agreed to vote any shares they then hold in favor of any proposed Business Combination and will waive any conversion rights with respect to these shares and the shares included in the Private Units pursuant to letter agreements executed in connection with the Offering. In connection with any proposed Business Combination, the Company will seek stockholder approval of an initial Business Combination at a meeting called for such purpose at which Public Stockholders may seek to convert their Public Shares, regardless of whether they vote for or against the proposed Business Combination. If the Company seeks stockholder approval of an initial Business Combination, any Public Stockholder voting either for or against such proposed Business Combination will be entitled to demand that his Public Shares be converted into a full pro rata portion of the amount then in the Trust Account (initially $10.20 per share, plus any pro rata interest earned on the funds held in the Trust Account and not released to the Company to pay its taxes). Holders of warrants sold as part of the Units will not be entitled to vote on the proposed Business Combination and will have no conversion or liquidation rights with respect to their shares of common stock underlying such warrants. The Company will consummate a Business Combination only if holders of less than approximately 91.9% of the Public Shares, subject to adjustment as described above, elect to convert their shares to a pro-rata portion of the amount held in the Trust Account and a majority of the outstanding shares of common stock voted, are voted in favor of the Business Combination. Notwithstanding the foregoing, the Amended and Restated Certificate of Incorporation of the Company provides that a Public Stockholder, together with any affiliate or other person with whom such Public Stockholder is acting in concert or as a “group” (within the meaning of Section 13 of the Securities Act of 1934, as amended), will be restricted from seeking conversion rights with respect to an aggregate of more than 20% of the Public Shares (but only with respect to the amount over 20% of the Public Shares). A “group” will be deemed to exist if Public Stockholders (i) file a Schedule 13D or 13G indicating the presence of a group or (ii) acknowledge to the Company that they are acting, or intend to act, as a group. Pursuant to the Company’s Amended and Restated Certificate of Incorporation, if the Company is unable to complete its initial Business Combination by March 27, 2017, 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 outstanding public shares and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining holders of common stock and the Company’s board of directors, dissolve and liquidate. If the Company is unable to consummate an initial Business Combination and is forced to redeem 100% of the outstanding public shares for a pro rata portion of the funds held in the Trust Account, each holder will receive a full pro rata portion of the amount then in the Trust Account, plus any pro rata interest earned on the funds held in the Trust Account and not released to the Company to pay any of its taxes. Holders of warrants will receive no proceeds in connection with the liquidation. The Initial Stockholders and the holders of Private Units will not participate in any redemption distribution with respect to their initial shares and Private Units, including the common stock included in the Private Units. If the Company is unable to complete its initial Business Combination and expends all of the net proceeds of the Offering not deposited in the Trust Account, without taking into account any interest earned on the Trust Account, the Company expects that the initial per-share redemption price for common stock will be $10.20. The proceeds deposited in the Trust Account could, however, become subject to claims of the Company’s creditors that are in preference to the claims of the Company’s stockholders. In addition, if the Company is forced to file a bankruptcy case or an involuntary bankruptcy case is filed against it that is not dismissed, the proceeds held in the Trust Account could be subject to applicable bankruptcy law, and may be included in its bankruptcy estate and subject to the claims of third parties with priority over the claims of the Company’s common stockholders. Therefore, the actual per-share redemption price may be less than $10.20. Eric S. Rosenfeld, the Company’s Chief Executive Officer, has agreed that he will be liable to the Company if and to the extent any claims by a vendor for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduces the amount of funds in the Trust Account to below $10.20 per public share, except as to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under the indemnity of the underwriters of the Offering against certain liabilities, including liabilities under the Securities Act. Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, Mr. Rosenfeld will not be responsible to the extent of any liability for such third-party claims. Furthermore, he will not be personally liable to Public Stockholders and instead will only have liability to the Company. The Company has not independently verified whether Mr. Rosenfeld has sufficient funds to satisfy his indemnity obligations and, therefore, Mr. Rosenfeld may not be able to satisfy those obligations. The Company has not asked Mr. Rosenfeld to reserve for such eventuality. Accordingly, if the Company liquidates, the per-share distribution from the trust account could be less than $10.20 due to claims or potential claims of creditors. Mr. Rosenfeld has also agreed to enter into an agreement in accordance with the guidelines of Rule 10b5-1of the Exchange Act, pursuant to which he will place limit orders for an aggregate of up to $500,000 of common stock of the Company commencing on the later of (1) two business days after a Form 8-K disclosing all material information relating to an initial Business Combination, and (2) 60 days after the termination of the “restricted period” in connection with Offering under Regulation M of the Exchange Act, and ending on the record date for the shareholder meeting at which such initial Business Combination is to be approved, or earlier in certain circumstances as described in the limit order agreement, which is referred to as the buyback period. These limit orders will require Mr. Rosenfeld to purchase any shares of common stock of the Company offered for sale (and not purchased by another investor) at or below a price equal to the per-share amount held in the Trust Account as reported in such Form 8-K, until the earlier of (1) the expiration of the buyback period or (2) the date such purchases reach $500,000 in total. The Company will provide at least 20 business days between the beginning of the buyback period and the record date for the shareholder meeting for such initial Business Combination. It is intended that the purchases will satisfy the conditions of Rule 10b-18(b) under the Exchange Act to the extent possible and the concernbroker’s purchase obligation will otherwise be subject to applicable law, including Regulation M under the Exchange Act, which may prohibit or limit purchases pursuant to the limit order agreement in certain circumstances. Any shares purchased by Mr. Rosenfeld pursuant to this arrangement will be voted in favor of the proposed Business Combination. Additionally, Mr. Rosenfeld has agreed not to convert any buyback shares into the right to receive a pro rata portion of the funds held in the Trust Account or to transfer, assign or sell any buyback shares (except to the same permitted transferees as the insider shares and provided the transferees agree to the same transfer restrictions) until (A) the earlier of one year after the completion of an Initial Business combination and the date on which the closing price of common stock of the Company exceeds $12.50 for any 20 trading days within a 30-trading day period following the completion of an Initial Business combination with respect to 50% of the buyback shares and (B) one year after the completion of an Initial Business combination with respect to the remaining 50% of the buyback shares. Going Concern The Company anticipates that in order to fund its working capital requirements, the Company will need to use all of the remaining funds not held in trust, the interest earned on the funds held in the trust account, as well as enter into contingent fee arrangements with its vendors. The Company may need to enter into contingent fee arrangements with vendors or raise additional capital through loans or additional investments from initial shareholders, officers, directors, or third parties. None of the initial shareholders, officers or directors is under any obligation to advance funds to, or invest in, the Company. Accordingly, the Company may not be able to obtain additional financing. If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of its business plan, and controlling overhead expenses. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all. The Company has no present revenue, and the Company’s cash and working capital, as of December 31, 2016, are not sufficient to complete its planned activities through March 27, 2017, the date the company is required to liquidate if it has not completed a business combination. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. |
Significant Accounting Policies
Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2016 | |
Significant Accounting Policies [Abstract] | |
Significant Accounting Policies | Note 2 — Significant Accounting Policies Basis of Presentation The accompanying financial statements are prepared in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Cash and Cash Equivalents The Company considers all short-term investments with a maturity of three months or less when purchased to be cash equivalents. The Company maintains cash balances that at times may be uninsured or in deposit accounts that exceed Federal Deposit Insurance Corporation limits. The Company maintains its cash deposits with major financial institutions. Cash, cash equivalents and securities held in Trust Account As of December 31, 2016, we had cash in the trust account of $117,507,609. Interest earned in the trust account may be released to the Company to pay the Company’s tax obligations. Through December 31, 2016, approximately $122,016 of approximately $329,625 in interest earned in the trust account was withdrawn to pay franchise taxes. Of the $122,016 withdrawn from the trust account, $109,503 was used to pay franchise taxes and $12,514 is segregated as restricted cash in the operating account. Fair value of financial instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet, primarily due to their short-term nature. Net loss per common share The Company complies with accounting and disclosure requirements of ASC 260, “Earnings Per Share.” Net loss per common share is computed by dividing net loss applicable to common stockholders by the weighted average number of common shares outstanding for the period. The Company has not considered the effect of (i) warrants sold in the Initial Public Offering to purchase 11,500,000 shares of the Company and (ii) warrants sold as part of the Private Units to purchase 558,500 shares of the Company, in the calculation of diluted loss per share, since the exercise of the warrants is contingent on the occurrence of future events. 10,573,050 As of December 31, 2014, 3,026,250 shares of common stock were issued and outstanding, of which 382,500 shares were subject to forfeiture to the extent that the underwriters’ over-allotment option was not exercised in full so that the Company’s Initial Stockholders will own 20% of the issued and outstanding common shares after the Proposed Public Offering, including shares of common stock included in the Private Units. At December 31, 2014, earnings per share were (0.00) as the company was a development stage company with minimal operating history. Common stock subject to possible conversion The Company accounts for its common stock subject to possible conversion in accordance with the guidance enumerated in ASC 480 “Distinguishing Liabilities from Equity”. Common stock subject to mandatory conversion is classified as a liability instrument and is measured at fair value. Conditionally convertible common stock (including common stock that features conversion rights that are either within the control of the holder or subject to conversion upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s common stock features certain conversion rights that are considered by the Company to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, at December 31, 2016 and 2015, the common stock subject to possible conversion is presented as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet. Income Taxes The Company accounts for income taxes under ASC 740 Income Taxes (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statements and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. The Company is required to file income tax returns in the United States (federal) and in various state and local jurisdictions. Based on the Company’s evaluation, it has been concluded that there are no significant uncertain tax positions requiring recognition in the Company’s financial statements. The Company believes that its income tax positions and deductions would be sustained on audit and does not anticipate any adjustments that would result in a material change to its financial position. The Company’s policy for recording interest and penalties associated with audits is to record such expense as a component of income tax expense. There were no amounts accrued for penalties or interest as of or during the years ending December 31, 2016, 2015 or as of December 31, 2014 and for the period from May 21, 2014 (inception) through December 31, 2014. Management is currently unaware of any issues under review that could result in significant payments, accruals or material deviations from its position. Concentration of credit risk Financial instruments that potentially subject the Company to concentration of credit risk consist of a cash account at a financial institution which, at times may exceed the Federal depository insurance coverage of $250,000. The Company had not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements. Actual results could differ from those estimates. Recent Accounting Pronouncements In August 2014, the FASB issued ASU 2014-15, “Disclosure of Uncertainties about an Entity’s Ability to continue as a Going Concern” (“ASU 2014-15”). ASU 2014-15 provides guidance on management’s responsibility in evaluating whether there is substantial doubt about a company’s ability to continue as a going concern and about related footnote disclosures. For each reporting period, management will be required to evaluate whether there are conditions or events that raise substantial doubt about a company’s ability to continue as a going concern within one year from the date the financial statements are issued. The amendments in ASU 2014-15 are effective for annual reporting periods ending after December 15, 2016, and for annual and interim periods thereafter. Early adoption is permitted. The Company has adopted the methodologies prescribed by ASU 2014-15 the adoption of ASU 2014-15 had no material effect on its financial position or results of operations. However, since operations of the Company do not generate revenue that will fund the operating account, Eric Rosenfeld has contributed and will continue to contribute funds, in the form of a loan in return for convertible promissory notes, to maintain the business activities of the Company. Management does not believe that any recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. |
Initial Public Offering
Initial Public Offering | 12 Months Ended |
Dec. 31, 2016 | |
Initial Public Offering [Abstract] | |
Initial Public Offering | Note 3 — Initial Public Offering On March 27, 2015, the Company sold 11,500,000 Units at a price of $10.00 per unit in the Offering. Each Unit consists of one share of common stock and one warrant (“Warrant”) to purchase one share of common stock at a price of $11.50 per share. The Warrants are exercisable commencing on the later of 30 days after the Company’s completion of a Business Combination or March 23, 2016 and expire five years from the completion of a Business Combination. The Company may redeem the Warrants at a price of $0.01 per Warrant upon 30 days’ notice, only in the event that the last sale price of the shares of common stock is at least $17.50 per share for any 20 trading days within a 30-trading day period ending on the third day prior to the date on which notice of redemption is given. If the Company redeems the Warrants as described above, it will have the option to require any holder that wishes to exercise his Warrant to do so on a “cashless basis.” In accordance with the warrant agreement relating to the Warrants sold in the Offering, the Company is only required to use its best efforts to file the registration statement covering the shares underlying the Warrants within 15 days after the closing of the Business Combination and to maintain the effectiveness of such registration statement. If a registration statement is not effective within 90 days following the consummation of a Business Combination, Warrant holders may, until such time as there is an effective registration statement and during any period when the Company shall have failed to maintain an effective registration statement, exercise Warrants on a cashless basis. If the Company is unable to consummate a Business Combination, the Company will redeem 100% of the Public Shares using the funds in the Trust Account as described in Note 1. In such event, the Warrants will be worthless. In no event will the Company be required to net cash settle the Warrants. |
Private Units
Private Units | 12 Months Ended |
Dec. 31, 2016 | |
Private Units [Abstract] | |
Private Units | Note 4 — Private Units Simultaneously with the Offering, certain of the Initial Stockholders of the Company and Cantor purchased an aggregate of 558,500 Private Units at $10.00 per Private Unit (for an aggregate purchase price of $5,585,000) from the Company. All of the proceeds received from these purchases were placed in the Trust Account. The Private Units are identical to the Units sold in the Offering, except the Warrants included in the Private Units are non-redeemable and may be exercised on a cashless basis, in each case so long as they continue to be held by the initial purchasers or their permitted transferees. In addition, for as long as any of the warrants underlying the Private Units are held by Cantor or its designees or affiliates, they may not be exercised after five years from the effective date of the registration statement relating to the Offering. Additionally, the initial stockholders have agreed to vote the shares of common stock included therein in favor of any proposed Business Combination. All of the purchasers of the Private Units have agreed (i) not to convert any shares of common stock included therein into the right to receive cash from the Trust Account in connection with a stockholder vote to approve the proposed initial Business Combination and (ii) that the shares of common stock included therein shall not participate in any liquidating distribution upon winding up if a Business Combination is not consummated. Additionally, the holders have agreed not to transfer, assign or sell any of the Private Units or underlying securities (except to certain permitted transferees) until the completion of the initial Business Combination. |
Notes Payable and Advance From
Notes Payable and Advance From Stockholders | 12 Months Ended |
Dec. 31, 2016 | |
Notes Payable And Advance From Stockholders [Abstract] | |
Notes Payable and Advance From Stockholders | Note 5 — Notes Payable and Advance From Stockholders The Company issued a $50,000 principal amount unsecured promissory note to Eric S. Rosenfeld, the Company’s Chief Executive Officer and an Initial Stockholder, on May 30, 2014. The note was non-interest bearing and payable on the earlier of (i) May 31, 2015, (ii) the consummation of the Offering or (iii) the date on which the Company determined not to proceed with the Offering. This loan became payable upon the consummation of the Offering and was paid to Mr. Rosenfeld in April 2015. On November 21, 2016, we issued a $60,000 convertible promissory note to Eric S. Rosenfeld to evidence a loan made by him to us. The loan is unsecured, non-interest bearing and is payable at the consummation of our business combination. Upon consummation of a business combination, the principal balance of the note may be converted, at Mr. Rosenfeld’s option, to Private Placement Units at a price of $10.00 per unit. If Mr. Rosenfeld converts the entire principal balance of the convertible promissory note, he would receive 6,000 units. If a business combination is not consummated, the note will not be repaid by us and all amounts owed thereunder by us will be forgiven except to the extent that we have funds available outside of the trust account. On February 6, 2017 we issued a $60,000 convertible promissory note to Eric S. Rosenfeld to evidence a loan made by him to us. The loan is unsecured, non-interest bearing and is payable at the consummation of our business combination. Upon consummation of a business combination, the principal balance of the note may be converted, at Mr. Rosenfeld’s option, to Private Placement Units at a price of $10.00 per unit. If Mr. Rosenfeld converts the entire principal balance of the convertible promissory note, he would receive 6,000 units. If a business combination is not consummated, the note will not be repaid by us and all amounts owed thereunder by us will be forgiven except to the extent that we have funds available outside of the trust account. |
Commitments
Commitments | 12 Months Ended |
Dec. 31, 2016 | |
Commitments | |
Commitments | Note 6 — Commitments The Company has entered into an agreement with the underwriters of the Offering (“Underwriting Agreement”) that required the Company to pay an underwriting discount of 2.0% of the gross proceeds of the Offering as an underwriting discount (excluding proceeds received from the exercise of the over-allotment option, on which the Company will not pay any upfront underwriting discount) and a deferred underwriting discount of up to 3.5% (or up to 5.5% on any proceeds received from the exercise of the over-allotment option) for an aggregate underwriting discount of up to 5.5% of the gross proceeds of the Offering. The Underwriting Agreement provides that up to $926,786 of the deferred underwriting discount may be payable to certain parties who are instrumental in advising the Company in connection with the closing of the Business Combination on either a contingent or non-contingent basis; provided, however that any portion of the deferred underwriting commission relating to an allocation made on a contingent basis where the contingency is not met shall not be paid to any party. The Underwriting Agreement provides that the deferred underwriting discount will only be payable if the Company successfully completes its initial Business Combination. The Company entered into an agreement with Canaccord Genuity Inc. (“Canaccord Genuity”) pursuant to which Canaccord Genuity provided the Company with certain financial advisory services in connection with a preliminary review of potential merger and acquisition opportunities, or other services as reasonably requested by the Company and mutually agreeable by Canaccord Genuity, for a period of 18 months from the consummation of the Offering. In consideration of such services, the Company paid Canaccord Genuity a fee of $135,000 in cash upon consummation of the Offering. Such amount was paid in April 2015. The son of the Company’s Chief Executive Officer is an employee of Canaccord Genuity. The Company presently occupies office space provided by an entity controlled by the Company’s Chairman and Chief Executive Officer. Such entity has agreed that until the earlier of Company’s consummation of a Business Combination or the liquidation of the Trust Account, it will make such office space, as well as general and administrative services including utilities and administrative support, available to the Company as may be required by the Company from time to time. The Company pays an aggregate of $12,500 per month for such services. As of December 31, 2016, $12,500 representing December’s payment was booked to accounts payable. The Initial Stockholders and the holders of the Private Units (or underlying securities) will be entitled to registration rights with respect to the founding shares and the Private Units (or underlying securities) pursuant to a registration rights agreement signed in connection with the Offering. The holders of the majority of the Initial Shares (defined below) are entitled to demand that the Company register these shares at any time commencing three months prior to the first anniversary of the consummation of a Business Combination. The holders of the Private Units (or underlying securities) and Cantor are entitled to demand that the Company register these securities at any time after the Company consummates a Business Combination. In addition, the Initial Stockholders and holders of the Private Units (or underlying securities) have certain “piggy-back” registration rights on registration statements filed after the Company’s consummation of a Business Combination. |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2016 | |
Stockholders' Equity [Abstract] | |
Stockholders' Equity | Note 7 — Stockholders’ Equity Preferred Stock The Company is authorized to issue 1,000,000 shares of preferred stock with a par value of $0.0001 per share with such designation, rights and preferences as may be determined from time to time by the Company’s board of directors. As of December 31, 2016, there are no shares of preferred stock issued or outstanding. Common Stock The Company is authorized to issue 27,500,000 shares of common stock with a par value of $0.0001 per share. In connection with the organization of the Company, a total of 2,875,000 shares of the Company’s shares of common stock were sold to the Initial Stockholders at a price of approximately $0.01 per share for an aggregate of $25,000. Effective November 7, 2014, the Company’s Board of Directors authorized a stock dividend of approximately 0.05 shares of common stock for each outstanding share of common stock. The Initial Stockholders’ 3,026,250 shares (“Initial Shares”) were placed into an escrow account on the closing of the Offering. Subject to certain limited exceptions, these shares will not be released from escrow until with respect to 50% of the shares, the earlier of one year after the date of the consummation of an initial Business Combination and the date on which the closing price of the common stock exceeds $12.50 per share for any 20 trading days within a 30-trading day period following the consummation of an initial Business Combination and, with respect to the remaining 50% of the shares, one year after the date of the consummation of an initial Business Combination, or earlier if, subsequent to the Company’s initial Business Combination, the Company consummates a subsequent liquidation, merger, share exchange or other similar transaction which results in all of the Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property. Pursuant to letter agreements executed with the Company and the underwriter, the Initial Stockholders have waived their right to receive distributions with respect to their Initial Shares upon the Company’s redemption of 100% of the outstanding public shares held by the Public Stockholders. As of December 31, 2016, 4,511,700 shares of common stock were issued and outstanding which excludes 10,573,050 shares subject to possible conversion. |
Income Tax
Income Tax | 12 Months Ended |
Dec. 31, 2016 | |
Income Tax [Abstract] | |
Income Tax | Note 8 — Income Tax The Company’s deferred tax assets are as follows: 12/31/2016 12/31/2015 12/31/2014 Deferred tax asset Net operating loss carryforward $ 297,723 $ 105,804 $ 529 Unrealized loss on securities - - - Business combination expenses - - - Total deferred tax assets 297,723 105,804 529 Valuation Allowance (297,723 ) (105,804 ) (529 ) Deferred tax asset, net of allowance $ - $ - $ - The income tax provision (benefit) consists of the following: Year Ended 12/31/16 Year Ended 12/31/15 Year Ended 12/31/14 Federal Current $ - $ - $ - Deferred (147,797 ) (89,484 ) (450 ) State and Local Current - - - Deferred (44,121 ) (15,791 ) (79 ) Change in valuation allowance 191,918 105,275 529 Income tax provision (benefit) $ - $ - $ - The Company has a net operating loss (“NOL”) of approximately $699,208. These NOLs expire beginning in 2034. The ultimate realization of the net operating loss is dependent upon future taxable income, if any, of the Company and may be limited in any one period by applicable tax rules. Although management believes that the Company will have sufficient future taxable income to absorb the net loss carryovers before the expiration of the carryover period, there may be circumstances beyond the Company’s control that limit such utilization. Accordingly, management has determined that full valuation allowances of the deferred tax asset are appropriate as of December 31, 2016. Internal Revenue Code Section 382 imposes limitations on the use of NOL carryovers when the stock ownership of one or more 5% shareholders (shareholders owning more than 5% of the Company’s outstanding capital stock) has increased on a cumulative basis more than 50 percentage points within a period of two years. Management cannot control the ownership changes occurring as a result of public trading of the Company’s Common Stock. Accordingly, there is a risk of an ownership change beyond the control of the Company that could trigger a limitation of the use of the loss carryover. The Company files income tax returns in the U.S. federal jurisdiction and various state and local jurisdictions and is subject to examination by the various taxing authorities. The Company considers New York to be a significant state tax jurisdiction. The Company’s federal, state and local income taxes for the year beginning in 2014 remains subject to examination. In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences representing net future deductible amounts become deductible. Management considers the scheduled reversal of deferred tax assets, projected future taxable income and tax planning strategies in making this assessment. After consideration of all of the information available, Management believes that significant uncertainty exists with respect to future realization of the deferred tax assets and has therefore established a full valuation allowance. For the year ended December 31, 2016, the change in the valuation allowance was approximately $192,000. A reconciliation of the statutory tax rate to the Company’s effective tax rates as of December 31, 2016 is as follows: Year Ended 12/31/16 Year Ended 12/31/15 Year Ended 12/31/14 Statutory federal income tax rate -34.0 % -34.0 % -34.0 % State taxes, net of federal tax benefit -8.6 % -6.0 % -6.0 % Change in valuation allowance 42.6 % 40.0 % 40.0 % Income tax provision (benefit) 0.0 % 0.0 % 0.0 % |
Selected Quarterly Information
Selected Quarterly Information | 12 Months Ended |
Dec. 31, 2016 | |
Selected Quarterly Information [Abstract] | |
Selected Quarterly Information | Note 9 — Selected Quarterly Information The following table presents summarized quarterly financial data for each of the four quarters in the year ended December 31, 2016, December 31, 2015 and for the period from May 21, 2014 (inception) through December 31, 2014. The data has been derived from our financial statements that, in management’s opinion, include all adjustments (consisting of normal recurring adjustments) necessary for a fair presentation of such information when read in conjunction with the Financial Statements and Notes thereto. The results of operations for any quarter are not necessarily indicative of the results of operations for any future period. First Second Quarter Third Quarter Fourth Quarter Year ended December 31, 2016 Operating costs $ 202,301 $ 121,410 $ 125,641 $ 240,216 Interest income $ 46,096 $ 56,292 $ 71,155 $ 81,327 Net loss $ (156,205 ) $ (65,118 ) $ (54,486 ) $ (158,889 ) Basic and diluted loss per share $ (0.03 ) $ (0.01 ) $ (0.01 ) $ (0.01 ) First Second Third Fourth Quarter Quarter Quarter Quarter Year ended December 31, 2015 Operating costs $ 8,217 $ 109,511 $ 112,316 $ 108,487 Interest income $ 24 $ 17,127 $ 22,574 $ 35,618 Net loss $ (8,193 ) $ (92,384 ) $ (89,741 ) $ (72,870 ) Basic and diluted loss per share $ (0.00 ) $ (0.02 ) $ (0.02 ) $ (0.02 ) Second Third Fourth Quarter Quarter Quarter Period from May 21, 2014 (inception) through December 31, 2014 Operating costs $ 542 $ 574 $ 208 Net loss $ (542 ) $ (574 ) $ (208 ) |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2016 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 10 — Subsequent Events The Company evaluates subsequent events and transactions that occur after the balance sheet date up to the date that the financial statements are filed for potential recognition or disclosure. On January 7, 2017, the Company entered into an Agreement and Plan of Reorganization (the “Amalgamation Agreement”) with Mundo Media Ltd. (“Mundo”). Subsequent to that on February 23, 2017 Mundo terminated the merger agreement with the Company. On January 10, 2017, Eric Rosenfeld advanced $25,000 to the Company. The advance is unsecured, non-interest bearing and is payable at the consummation of our business combination or earlier if the Company chooses to do so. If not repaid prior to a business combination and if a business combination is not consummated, the advance will not be repaid by us and all amounts owed thereunder by us will be forgiven except to the extent that we have funds available outside of the trust account. The company issued additional convertible promissory notes to Eric Rosenfeld on, February 6, 2017 for $60,000 and March 1, 2017 for another $60,000 in evidence to loans made by him to Harmony Merger Corp. |
Significant Accounting Polici18
Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2016 | |
Significant Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying financial statements are prepared in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term investments with a maturity of three months or less when purchased to be cash equivalents. The Company maintains cash balances that at times may be uninsured or in deposit accounts that exceed Federal Deposit Insurance Corporation limits. The Company maintains its cash deposits with major financial institutions. |
Cash, cash equivalents and securities held in Trust Account | Cash, cash equivalents and securities held in Trust Account As of December 31, 2016, we had cash in the trust account of $117,507,609. Interest earned in the trust account may be released to the Company to pay the Company’s tax obligations. Through December 31, 2016, approximately $122,016 of approximately $329,625 in interest earned in the trust account was withdrawn to pay franchise taxes. Of the $122,016 withdrawn from the trust account, $109,503 was used to pay franchise taxes and $12,514 is segregated as restricted cash in the operating account. |
Fair value of financial instruments | Fair value of financial instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet, primarily due to their short-term nature. |
Net loss per common share | Net loss per common share The Company complies with accounting and disclosure requirements of ASC 260, “Earnings Per Share.” Net loss per common share is computed by dividing net loss applicable to common stockholders by the weighted average number of common shares outstanding for the period. The Company has not considered the effect of (i) warrants sold in the Initial Public Offering to purchase 11,500,000 shares of the Company and (ii) warrants sold as part of the Private Units to purchase 558,500 shares of the Company, in the calculation of diluted loss per share, since the exercise of the warrants is contingent on the occurrence of future events. 10,573,050 As of December 31, 2014, 3,026,250 shares of common stock were issued and outstanding, of which 382,500 shares were subject to forfeiture to the extent that the underwriters’ over-allotment option was not exercised in full so that the Company’s Initial Stockholders will own 20% of the issued and outstanding common shares after the Proposed Public Offering, including shares of common stock included in the Private Units. At December 31, 2014, earnings per share were (0.00) as the company was a development stage company with minimal operating history. |
Common stock subject to possible conversion | Common stock subject to possible conversion The Company accounts for its common stock subject to possible conversion in accordance with the guidance enumerated in ASC 480 “Distinguishing Liabilities from Equity”. Common stock subject to mandatory conversion is classified as a liability instrument and is measured at fair value. Conditionally convertible common stock (including common stock that features conversion rights that are either within the control of the holder or subject to conversion upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s common stock features certain conversion rights that are considered by the Company to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, at December 31, 2016 and 2015, the common stock subject to possible conversion is presented as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet. |
Income Taxes | Income Taxes The Company accounts for income taxes under ASC 740 Income Taxes (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statements and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. The Company is required to file income tax returns in the United States (federal) and in various state and local jurisdictions. Based on the Company’s evaluation, it has been concluded that there are no significant uncertain tax positions requiring recognition in the Company’s financial statements. The Company believes that its income tax positions and deductions would be sustained on audit and does not anticipate any adjustments that would result in a material change to its financial position. The Company’s policy for recording interest and penalties associated with audits is to record such expense as a component of income tax expense. There were no amounts accrued for penalties or interest as of or during the years ending December 31, 2016, 2015 or as of December 31, 2014 and for the period from May 21, 2014 (inception) through December 31, 2014. Management is currently unaware of any issues under review that could result in significant payments, accruals or material deviations from its position. |
Concentration of credit risk | Concentration of credit risk Financial instruments that potentially subject the Company to concentration of credit risk consist of a cash account at a financial institution which, at times may exceed the Federal depository insurance coverage of $250,000. The Company had not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements. Actual results could differ from those estimates. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In August 2014, the FASB issued ASU 2014-15, “Disclosure of Uncertainties about an Entity’s Ability to continue as a Going Concern” (“ASU 2014-15”). ASU 2014-15 provides guidance on management’s responsibility in evaluating whether there is substantial doubt about a company’s ability to continue as a going concern and about related footnote disclosures. For each reporting period, management will be required to evaluate whether there are conditions or events that raise substantial doubt about a company’s ability to continue as a going concern within one year from the date the financial statements are issued. The amendments in ASU 2014-15 are effective for annual reporting periods ending after December 15, 2016, and for annual and interim periods thereafter. Early adoption is permitted. The Company has adopted the methodologies prescribed by ASU 2014-15 the adoption of ASU 2014-15 had no material effect on its financial position or results of operations. However, since operations of the Company do not generate revenue that will fund the operating account, Eric Rosenfeld has contributed and will continue to contribute funds, in the form of a loan in return for convertible promissory notes, to maintain the business activities of the Company. Management does not believe that any recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. |
Income Tax (Tables)
Income Tax (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Income Tax [Abstract] | |
Summary of deferred tax assets | 12/31/2016 12/31/2015 12/31/2014 Deferred tax asset Net operating loss carryforward $ 297,723 $ 105,804 $ 529 Unrealized loss on securities - - - Business combination expenses - - - Total deferred tax assets 297,723 105,804 529 Valuation Allowance (297,723 ) (105,804 ) (529 ) Deferred tax asset, net of allowance $ - $ - $ - |
Summary income tax provision (benefit) | Year Ended 12/31/16 Year Ended 12/31/15 Year Ended 12/31/14 Federal Current $ - $ - $ - Deferred (147,797 ) (89,484 ) (450 ) State and Local Current - - - Deferred (44,121 ) (15,791 ) (79 ) Change in valuation allowance 191,918 105,275 529 Income tax provision (benefit) $ - $ - $ - |
Summary of reconciliation of the statutory tax rate | Year Ended 12/31/16 Year Ended 12/31/15 Year Ended 12/31/14 Statutory federal income tax rate -34.0 % -34.0 % -34.0 % State taxes, net of federal tax benefit -8.6 % -6.0 % -6.0 % Change in valuation allowance 42.6 % 40.0 % 40.0 % Income tax provision (benefit) 0.0 % 0.0 % 0.0 % |
Selected Quarterly Information
Selected Quarterly Information (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Selected Quarterly Information [Abstract] | |
Schedule of ouarterly financial information | First Second Quarter Third Quarter Fourth Quarter Year ended December 31, 2016 Operating costs $ 202,301 $ 121,410 $ 125,641 $ 240,216 Interest income $ 46,096 $ 56,292 $ 71,155 $ 81,327 Net loss $ (156,205 ) $ (65,118 ) $ (54,486 ) $ (158,889 ) Basic and diluted loss per share $ (0.03 ) $ (0.01 ) $ (0.01 ) $ (0.01 ) First Second Third Fourth Quarter Quarter Quarter Quarter Year ended December 31, 2015 Operating costs $ 8,217 $ 109,511 $ 112,316 $ 108,487 Interest income $ 24 $ 17,127 $ 22,574 $ 35,618 Net loss $ (8,193 ) $ (92,384 ) $ (89,741 ) $ (72,870 ) Basic and diluted loss per share $ (0.00 ) $ (0.02 ) $ (0.02 ) $ (0.02 ) Second Third Fourth Quarter Quarter Quarter Period from May 21, 2014 (inception) through December 31, 2014 Operating costs $ 542 $ 574 $ 208 Net loss $ (542 ) $ (574 ) $ (208 ) |
Organization and Plan of Busi21
Organization and Plan of Business Operations and Going Concern Consideration (Details) - USD ($) | Mar. 27, 2015 | Dec. 31, 2014 | Dec. 31, 2016 | Dec. 31, 2015 |
Organization and Plan of Business Operations and Going Concern Consideration (Textual) | ||||
Gross proceeds from offerings | $ 115,000,000 | |||
Net proceed from offerings | 112,605,665 | |||
Sale of public offering price per share | $ 10.20 | |||
Common stock, value | $ 451 | $ 450 | ||
Business combination ownership percentage | 91.90% | |||
Tangible assets net | $ 5,000,001 | |||
Common stock, redemption price per shares | $ 10.20 | |||
Actual per-share redemption price , Disclosure | May be less than $10.20. | |||
Initial Business Combination [Member] | ||||
Organization and Plan of Business Operations and Going Concern Consideration (Textual) | ||||
Initial business combination, description | The Company's Amended and Restated Certificate of Incorporation, if the Company is unable to complete its initial Business Combination by March 27, 2017, 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 outstanding public shares and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining holders of common stock and the Company's board of directors, dissolve and liquidate. If the Company is unable to consummate an initial Business Combination and is forced to redeem 100% of the outstanding public shares for a pro rata portion of the funds held in the Trust Account, each holder will receive a full pro rata portion of the amount then in the Trust Account, plus any pro rata interest earned on the funds held in the Trust Account and not released to the Company to pay any of its taxes | |||
IPO [Member] | ||||
Organization and Plan of Business Operations and Going Concern Consideration (Textual) | ||||
Offering share closed, Value | $ 117,300,000 | |||
Offering shares closed | 11,500,000 | |||
Exercise of over-allotment option | 1,500,000 | |||
Gross proceeds from offerings | $ 115,000,000 | $ 25,000 | ||
Net proceed from offerings | $ 112,605,665 | |||
Sale of public offering price per share | $ 10.20 | |||
Proceeds from private placement | $ 5,585,000 | |||
Transaction costs | 2,394,335 | |||
Deferred underwriting expenses | $ 4,325,000 | |||
Maturity date, description | 180 days or less. | |||
Percentage of fair market value | 80.00% | |||
Chief Executive Officer [Member] | ||||
Organization and Plan of Business Operations and Going Concern Consideration (Textual) | ||||
Sale of public offering price per share | $ 10.20 | |||
Percentage of fair market value | 91.90% | |||
Common stock, value | $ 500,000 | |||
Business combination, description | (A) the earlier of one year after the completion of an Initial Business combination and the date on which the closing price of common stock of the Company exceeds $12.50 for any 20 trading days within a 30-trading day period following the completion of an Initial Business combination with respect to 50% of the buyback shares and (B) one year after the completion of an Initial Business combination with respect to the remaining 50% of the buyback shares. | |||
Public shares conversion, percentage | 20.00% |
Significant Accounting Polici22
Significant Accounting Policies (Details) - USD ($) | 7 Months Ended | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Significant Accounting Policies (Textual) | ||||
Cash, cash equivalents and securities held in Trust | $ 117,507,609 | $ 117,374,895 | ||
Interest earned | $ 329,625 | |||
Common stock shares subject to possible conversion | 10,573,050 | 10,585,784 | ||
Withdrawal of Trust funds to pay taxes | $ 122,016 | |||
Franchise taxes | 109,503 | |||
Restricted cash | $ 12,514 | |||
Common stock, shares, issued | 4,511,700 | 4,498,966 | ||
Common stock, shares outstanding | 4,511,700 | 4,498,966 | ||
Federal depository insurance coverage | $ 250,000 | |||
Earnings per share | $ 0 | $ (0.10) | $ (0.06) | |
Common Stock [Member] | ||||
Significant Accounting Policies (Textual) | ||||
Initial public offering shares | 11,500,000 | |||
Private units shares | 558,500 | |||
Common stock, shares, issued | 3,026,250 | 3,026,250 | ||
Common stock, shares outstanding | 3,026,250 | 3,026,250 | ||
Shares subject to forfeiture | 382,500 | 382,500 | ||
Stockholders ownership percentage after proposed public offering | 20.00% | |||
Common Stock [Member] | Private Units [Member] | ||||
Significant Accounting Policies (Textual) | ||||
Private units shares | 558,500 | |||
IPO [Member] | ||||
Significant Accounting Policies (Textual) | ||||
Initial public offering shares | 2,875,000 | |||
IPO [Member] | Common Stock [Member] | ||||
Significant Accounting Policies (Textual) | ||||
Initial public offering shares | 11,500,000 |
Initial Public Offering (Detail
Initial Public Offering (Details) - $ / shares | Mar. 27, 2015 | Dec. 31, 2016 | Dec. 31, 2015 |
Initial Public Offering (Textual) | |||
Common stock, par value | $ 0.0001 | $ 0.0001 | |
Warrant [Member] | |||
Initial Public Offering (Textual) | |||
Common stock, par value | $ 11.50 | ||
Shares issued, price per share | 0.01 | ||
Sale of stock, price per share | $ 17.50 | ||
IPO [Member] | |||
Initial Public Offering (Textual) | |||
Stock issued during the period sale of units shares. | 11,500,000 | ||
Share Price | $ 10 | $ 0.01 | |
Company's initial stock redemption | 100.00% | 100.00% | |
IPO [Member] | Warrant [Member] | |||
Initial Public Offering (Textual) | |||
Business acquisition, effective date of acquisition | Mar. 23, 2016 | ||
Business combination, Description | Warrant upon 30 days' notice, only in the event that the last sale price of the shares of common stock is at least $17.50 per share for any 20 trading days within a 30-trading day period ending on the third day prior to the date on which notice of redemption is given. If the Company redeems the Warrants as described above, it will have the option to require any holder that wishes to exercise his Warrant to do so on a "cashless basis." In accordance with the warrant agreement relating to the Warrants sold in the Offering, the Company is only required to use its best efforts to file the registration statement covering the shares underlying the Warrants within 15 days after the closing of the Business Combination and to maintain the effectiveness of such registration statement. | ||
Term of warrant | 5 years |
Private Units (Details)
Private Units (Details) - Private Units [Member] | 12 Months Ended |
Dec. 31, 2016USD ($)$ / sharesshares | |
Private Units (Textual) | |
Sale of private units | shares | 558,500 |
Sale of stock, price per share | $ / shares | $ 10 |
Sale of private units, Amount | $ | $ 5,585,000 |
Initial business combination, description | (i) not to convert any shares of common stock included therein into the right to receive cash from the Trust Account in connection with a stockholder vote to approve the proposed initial Business Combination and (ii) that the shares of common stock included therein shall not participate in any liquidating distribution upon winding up if a Business Combination is not consummated. Additionally, the holders have agreed not to transfer, assign or sell any of the Private Units or underlying securities (except to certain permitted transferees) until the completion of the initial Business Combination. |
Notes Payable and Advance Fro25
Notes Payable and Advance From Stockholders (Details) - Chief Executive Officer [Member] - USD ($) | Mar. 01, 2017 | Feb. 06, 2017 | Nov. 21, 2016 | Dec. 31, 2016 | Jan. 10, 2017 |
Notes Payable and Advance From Shareholders (Textual) | |||||
Principal amount unsecured promissory note | $ 50,000 | ||||
Debt instrument issuance date | May 30, 2014 | ||||
Debt intrument, description | The note was non-interest bearing and payable on the earlier of (i) May 31, 2015, (ii) the consummation of the Offering or (iii) the date on which the Company determined not to proceed with the Offering. This loan became payable upon the consummation of the Offering and was paid to Mr. Rosenfeld in April 2015. | ||||
Convertible promissory note | $ 60,000 | ||||
Convertible notes payable, description | The loan is unsecured, non-interest bearing and is payable at the consummation of our business combination. Upon consummation of a business combination, the principal balance of the note may be converted, at Mr. Rosenfeld’s option, to Private Placement Units at a price of $10.00 per unit. If Mr. Rosenfeld converts the entire principal balance of the convertible promissory note, he would receive 6,000 units. If a business combination is not consummated, the note will not be repaid by us and all amounts owed thereunder by us will be forgiven except to the extent that we have funds available outside of the trust account. | ||||
Subsequent Event [Member] | |||||
Notes Payable and Advance From Shareholders (Textual) | |||||
Convertible promissory note | $ 60,000 | $ 60,000 | |||
Convertible notes payable, description | The loan is unsecured, non-interest bearing and is payable at the consummation of our business combination. Upon consummation of a business combination, the principal balance of the note may be converted, at Mr. Rosenfeld’s option, to Private Placement Units at a price of $10.00 per unit. If Mr. Rosenfeld converts the entire principal balance of the convertible promissory note, he would receive 6,000 units. If a business combination is not consummated, the note will not be repaid by us and all amounts owed thereunder by us will be forgiven except to the extent that we have funds available outside of the trust account. | The loan is unsecured, non-interest bearing and is payable at the consummation of our business combination. Upon consummation of a business combination, the principal balance of the note may be converted, at Mr. Rosenfeld’s option, to Private Placement Units at a price of $10.00 per unit. If Mr. Rosenfeld converts the entire principal balance of the convertible promissory note, he would receive 6,000 units. If a business combination is not consummated, the note will not be repaid by us and all amounts owed thereunder by us will be forgiven except to the extent that we have funds available outside of the trust account. | |||
Advance loan | $ 25,000 |
Commitments (Details)
Commitments (Details) | 12 Months Ended |
Dec. 31, 2016USD ($) | |
Commitments (Textual) | |
Deferred underwriting discount payable | $ 926,786 |
Underwriting discount | 2.00% |
Financial advisory fees | $ 135,000 |
Maximum [Member] | |
Commitments (Textual) | |
Underwriting discount | 5.50% |
Minimum [Member] | |
Commitments (Textual) | |
Underwriting discount | 3.50% |
Chief Executive Officer [Member] | |
Commitments (Textual) | |
Other Underwriting Expense | $ 12,500 |
Accounts payable | $ 12,500 |
Canaccord Genuity Inc. [Member] | |
Commitments (Textual) | |
Business combination, description | The Company entered into an agreement with Canaccord Genuity Inc. ("Canaccord Genuity") pursuant to which Canaccord Genuity provided the Company with certain financial advisory services in connection with a preliminary review of potential merger and acquisition opportunities, or other services as reasonably requested by the Company and mutually agreeable by Canaccord Genuity, for a period of 18 months from the consummation of the Offering. In consideration of such services, the Company paid Canaccord Genuity a fee of $135,000 in cash upon consummation of the Offering. |
Stockholders' Equity (Details)
Stockholders' Equity (Details) - USD ($) | Mar. 27, 2015 | Dec. 31, 2016 | Dec. 31, 2015 |
Stockholders Equity (Textual) | |||
Preferred stock, shares authorized | 1,000,000 | 1,000,000 | |
Preferred stock, par value | $ 0.0001 | $ 0.0001 | |
Preferred stock, shares issued | 0 | 0 | |
Preferred stock, shares outstanding | 0 | 0 | |
Common stock, shares authorized | 27,500,000 | 27,500,000 | |
Common stock, par value | $ 0.0001 | $ 0.0001 | |
Common stock sold | $ 115,000,000 | ||
Common stock shares subject to possible conversion | 10,573,050 | 10,585,784 | |
Common stock, shares issued | 4,511,700 | 4,498,966 | |
Common stock, shares outstanding | 4,511,700 | 4,498,966 | |
IPO [Member] | |||
Stockholders Equity (Textual) | |||
Common stock sold | $ 115,000,000 | $ 25,000 | |
Common stock sold, shares | 2,875,000 | ||
Offering price | $ 10 | $ 0.01 | |
Percentage of escrow share | 50.00% | ||
Common stock authorized a stock dividend outstanding description | Effective November 7, 2014, the Company's Board of Directors authorized a stock dividend of approximately 0.05 shares of common stock for each outstanding share of common stock. | ||
Initial business combination description | The earlier of one year after the date of the consummation of an initial Business Combination and the date on which the closing price of the common stock exceeds $12.50 per share for any 20 trading days within a 30-trading day period following the consummation of an initial Business Combination and, with respect to the remaining 50% of the shares, one year after the date of the consummation of an initial Business Combination, or earlier if, subsequent to the Company's initial Business Combination, the Company consummates a subsequent liquidation, merger, share exchange or other similar transaction which results in all of the Company's stockholders having the right to exchange their shares of common stock for cash, securities or other property. | ||
Shares placed into an escrow account on the closing of the Offering | 3,026,250 | ||
Company's initial stock redemption | 100.00% | 100.00% |
Income Tax (Details)
Income Tax (Details) - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 |
Deferred tax asset | |||
Net operating loss carryforward | $ 297,723 | $ 105,804 | $ 529 |
Unrealized loss on securities | |||
Business combination expenses | |||
Total deferred tax assets | 297,723 | 105,804 | 529 |
Valuation Allowance | (297,723) | (105,804) | (529) |
Deferred tax asset, net of allowance |
Income Tax (Details 1)
Income Tax (Details 1) - USD ($) | 7 Months Ended | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2016 | Dec. 31, 2015 | |
Federal | |||
Current | |||
Deferred | (450) | (147,797) | (89,484) |
State and Local | |||
Current | |||
Deferred | (79) | (44,121) | (15,791) |
Change in valuation allowance | 529 | 191,918 | 105,275 |
Income tax provision (benefit) |
Income Tax (Details 2)
Income Tax (Details 2) | 7 Months Ended | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2016 | Dec. 31, 2015 | |
Tax benefit at federal statutory rate | |||
Statutory federal income tax rate | (34.00%) | (34.00%) | (34.00%) |
State taxes, net of federal tax benefit | (6.00%) | (8.60%) | (6.00%) |
Change in valuation allowance | 40.00% | 42.60% | 40.00% |
Income tax provision (benefit) | 0.00% | 0.00% | 0.00% |
Income Tax (Details Textual)
Income Tax (Details Textual) | 12 Months Ended |
Dec. 31, 2016USD ($) | |
Income Tax [Abstract] | |
Net operating loss carryforwards | $ 699,208 |
Net operating loss, expering date | Dec. 31, 2034 |
Net operating loss, description | Limitations on the use of NOL carryovers when the stock ownership of one or more 5% shareholders (shareholders owning more than 5% of the Company's outstanding capital stock) has increased on a cumulative basis more than 50 percentage points within a period of two years. Management cannot control the ownership changes occurring as a result of public trading of the Company's Common Stock. |
Valuation allowance | $ 192,000 |
Selected Quarterly Informatio32
Selected Quarterly Information (Details) - USD ($) | 1 Months Ended | 3 Months Ended | 7 Months Ended | 12 Months Ended | ||||||||||
Jun. 30, 2014 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Dec. 31, 2014 | Dec. 31, 2016 | Dec. 31, 2015 | |
Selected Quarterly Information [Line Items] | ||||||||||||||
Operating costs | $ (1,324) | $ (689,568) | $ (338,531) | |||||||||||
Interest income | 1 | 254,870 | 75,344 | |||||||||||
Net loss | $ (1,323) | $ (434,698) | $ (263,187) | |||||||||||
Basic and diluted loss per share | $ 0 | $ (0.10) | $ (0.06) | |||||||||||
First Quarter [Member] | ||||||||||||||
Selected Quarterly Information [Line Items] | ||||||||||||||
Operating costs | $ 202,301 | $ 8,217 | ||||||||||||
Interest income | 46,096 | 24 | ||||||||||||
Net loss | $ (156,205) | $ (8,193) | ||||||||||||
Basic and diluted loss per share | $ (0.03) | $ 0 | ||||||||||||
Second Quarter [Member] | ||||||||||||||
Selected Quarterly Information [Line Items] | ||||||||||||||
Operating costs | $ 542 | $ 121,410 | $ 109,511 | |||||||||||
Interest income | 56,292 | 17,127 | ||||||||||||
Net loss | $ (542) | $ (65,118) | $ (92,384) | |||||||||||
Basic and diluted loss per share | $ (0.01) | $ (0.02) | ||||||||||||
Third Quarter [Member] | ||||||||||||||
Selected Quarterly Information [Line Items] | ||||||||||||||
Operating costs | $ 125,641 | $ 112,316 | $ 574 | |||||||||||
Interest income | 71,155 | 22,574 | ||||||||||||
Net loss | $ (54,486) | $ (89,741) | $ (574) | |||||||||||
Basic and diluted loss per share | $ (0.01) | $ (0.02) | ||||||||||||
Fourth Quarter [Member] | ||||||||||||||
Selected Quarterly Information [Line Items] | ||||||||||||||
Operating costs | $ 240,216 | $ 108,487 | $ 208 | |||||||||||
Interest income | 81,327 | 35,618 | ||||||||||||
Net loss | $ (158,889) | $ (72,870) | $ (208) | |||||||||||
Basic and diluted loss per share | $ (0.01) | $ (0.02) |
Subsequent Events (Details)
Subsequent Events (Details) - Eric Rosenfeld [Member] - USD ($) | Mar. 01, 2017 | Feb. 06, 2017 | Jan. 10, 2017 | Nov. 21, 2016 |
Subsequent Events [Textual] | ||||
Convertible promissory note | $ 60,000 | |||
Subsequent Event [Member] | ||||
Subsequent Events [Textual] | ||||
Advance loan | $ 25,000 | |||
Convertible promissory note | $ 60,000 | $ 60,000 |