Document and Entity Information
| Document and Entity Information - shares | 3 Months Ended | |
| Jan. 31, 2016 | Mar. 11, 2016 | |
| Document and Entity Information [Abstract] | ||
| Entity Registrant Name | FinTech Acquisition Corp | |
| Entity Central Index Key | 1,614,818 | |
| Amendment Flag | false | |
| Current Fiscal Year End Date | --10-31 | |
| Document Type | 10-Q | |
| Document Period End Date | Jan. 31, 2016 | |
| Document Fiscal Year Focus | 2,016 | |
| Document Fiscal Period Focus | Q1 | |
| Entity Filer Category | Accelerated Filer | |
| Entity Common Stock, Shares Outstanding | 13,733,333 |
Condensed Consolidated Balance
| Condensed Consolidated Balance Sheets - USD ($) | Jan. 31, 2016 | Oct. 31, 2015 |
| Current Assets | ||
| Cash and cash equivalents | $ 123,762 | $ 153,091 |
| Prepaid expenses | 43,014 | 71,761 |
| Total Current Assets | 166,776 | 224,852 |
| Cash and securities held in Trust Account | 100,005,053 | 99,985,042 |
| TOTAL ASSETS | 100,171,829 | $ 100,209,894 |
| LIABILITIES AND STOCKHOLDERS' EQUITY | ||
| Current Liabilities - Accounts payable and accrued expenses | 40,004 | |
| Deferred underwriting fees | 5,000,000 | $ 5,000,000 |
| Deferred legal fees payable | 125,000 | 125,000 |
| Total Liabilities | $ 5,165,004 | $ 5,125,000 |
| Commitments and Contingencies | ||
| Common stock subject to possible redemption, 9,000,227 and 9,009,837 shares at conversion value as of January 31, 2016 and October 31, 2015, respectively | $ 90,006,824 | $ 90,084,893 |
| Stockholders' Equity | ||
| Preferred stock, $0.001 par value; 5,000,000 shares authorized, none issued and outstanding | ||
| Common stock, $0.001 par value; 25,000,000 shares authorized; 4,733,106 and 4,723,496 shares issued and outstanding (excluding 9,000,227 and 9,009,837 shares subject to possible redemption) as of January 31, 2016 and October 31, 2015, respectively | $ 4,733 | $ 4,723 |
| Additional paid-in capital | 5,345,533 | 5,267,474 |
| Accumulated deficit | (350,265) | (272,196) |
| Total Stockholders' Equity | 5,000,001 | 5,000,001 |
| TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $ 100,171,829 | $ 100,209,894 |
Condensed Consolidated Balance3
| Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Jan. 31, 2016 | Oct. 31, 2015 |
| Statement of Financial Position [Abstract] | ||
| Preferred stock, par value | $ 0.001 | $ 0.001 |
| Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
| Preferred stock, shares issued | ||
| Preferred stock, shares outstanding | ||
| Common stock, par value | $ 0.001 | $ 0.001 |
| Common stock, shares authorized | 25,000,000 | 25,000,000 |
| Common stock, shares issued | 4,733,106 | 4,723,496 |
| Common stock, shares outstanding | 4,733,106 | 4,723,496 |
| Common shares subject to possible redemption | 9,000,227 | 9,009,837 |
Condensed Consolidated Statemen
| Condensed Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | |
| Jan. 31, 2016 | Jan. 31, 2015 | |
| Income Statement [Abstract] | ||
| Operating costs | $ 98,080 | $ 6,774 |
| Loss from operations | (98,080) | $ (6,774) |
| Other income: | ||
| Unrealized gain on securities held in Trust Account | 10,109 | |
| Interest income | 9,902 | |
| Net Loss | $ (78,069) | $ (6,774) |
| Weighted average shares outstanding, basic and diluted | 4,723,496 | 3,433,333 |
| Basic and diluted net loss per common share | $ (0.02) | $ 0 |
Condensed Consolidated Stateme5
| Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | |
| Jan. 31, 2016 | Jan. 31, 2015 | |
| Cash Flows from Operating Activities: | ||
| Net loss | $ (78,069) | $ (6,774) |
| Adjustments to reconcile net loss to net cash used in operating activities: | ||
| Unrealized gain on securities held in Trust Account | (10,109) | |
| Interest earned on cash and securities held in Trust Account | (9,902) | |
| Changes in operating assets and liabilities: | ||
| Prepaid expenses | 28,747 | |
| Accounts payable and accrued expenses | 40,004 | $ 6,424 |
| Net cash used in operating activities | $ (29,329) | (350) |
| Cash Flows from Financing Activities: | ||
| Cash paid for deferred offering costs | (18,363) | |
| Loan from Sponsor | 42,948 | |
| Proceeds from issuance of common stock to Sponsor | 250 | |
| Net cash provided by financing activities | 24,835 | |
| Net Change in Cash and Cash Equivalents | $ (29,329) | 24,485 |
| Cash and Cash Equivalents - Beginning | 153,091 | 4,738 |
| Cash and Cash Equivalents - Ending | $ 123,762 | 29,223 |
| Noncash Financing Activities: | ||
| Deferred offering costs included in accrued offering costs | 164,242 | |
| Payment of offering costs pursuant to loan from Sponsor | $ 969 | |
Description of Organization and
| Description of Organization and Business Operations | 3 Months Ended |
| Jan. 31, 2016 | |
| Description of Organization and Business Operations [Abstract] | |
| DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS FinTech Acquisition Corp. (the “Company”) is a blank check company incorporated in Delaware on November 1, 2013. The Company was formed for the purpose of acquiring, through a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, exchangeable share transaction or other similar business transaction, one or more operating businesses or assets (a “Business Combination”). The Company has one wholly-owned subsidiary, FinTech Merger Sub, Inc., which was incorporated in Delaware on January 14, 2016. The Company has neither engaged in any operations nor generated significant revenue to date. All activity through January 31, 2016 related to the Company’s formation, its Initial Public Offering, which is described below, and identifying a target company for a Business Combination. The registration statement for the Company’s initial public offering (“Initial Public Offering”) was declared effective on February 12, 2015. The Company consummated the Initial Public Offering of 10,000,000 units (“Units”) at $10.00 per Unit on February 19, 2015, generating gross proceeds of $100,000,000, which is described in Note 3. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 300,000 Units (the “Placement Units”) at a price of $10.00 per Unit in a private placement to FinTech Investor Holdings, LLC (the “Sponsor”) and Cantor Fitzgerald & Co. (“Cantor Fitzgerald”), the underwriter for the Initial Public Offering, generating gross proceeds of $3,000,000, which is described in Note 4. Transaction costs amounted to $7,668,160, inclusive of $2,000,000 of underwriting fees, $5,000,000 of deferred underwriting fees payable, and $668,160 of Initial Public Offering costs. As described in Note 6, the $5,000,000 deferred underwriting fee payable is contingent upon the consummation of a Business Combination by August 19, 2016. As described in Note 6, payment of $50,000 of the deferred legal fees payable is also contingent upon the consummation of a Business Combination by August 19, 2016. At January 31, 2016, $123,762 of cash was held outside of the Trust Account (as defined below) and was available for working capital purposes. Following the closing of the Initial Public Offering on February 19, 2015, an amount of $100,000,000 from the net proceeds of the sale of the Units in the Initial Public Offering and the Placement Units was placed in a trust account (“Trust Account”) and is invested in U.S. “government securities,” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940 (the “1940 Act”) with a maturity of 180 days or less; the funds may also be invested in any open ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of paragraphs (c)(2), (c)(3) and (c)(4) of Rule 2a-7 of the 1940 Act, as determined by the Company, until the earlier of: (i) the consummation of a Business Combination or (ii) the distribution of the funds held in the Trust Account as described below. The Company’s management has broad discretion with respect to the specific application of the net proceeds of its Initial Public Offering and Placements Units, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. The Company’s Units are listed on the Nasdaq Capital Market (“NASDAQ”). Pursuant to the NASDAQ listing rules, the Company’s initial Business Combination must be with a target business or businesses whose collective fair market value is equal to at least 80% of the balance in the Trust Account at the time of the execution of a definitive agreement for such Business Combination. There is no assurance that the Company will be able to successfully effect a Business Combination. The Company may not submit a proposed initial Business Combination for shareholder approval, unless required by law or stock exchange listing requirements. The Company expects to proceed with a Business Combination if it is approved by the board of directors. If the Company is required to seek shareholder approval in connection with a Business Combination, the Company will proceed with a Business Combination only if a majority of the outstanding shares are voted in favor of the Business Combination. In connection with such a vote, t he Company will provide its stockholders with the opportunity to redeem their shares of the Company’s common stock, $0.001 par value (“Common Stock”), upon the consummation of an initial Business Combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including any amounts representing interest earned on the Trust Account not previously released to the Company, divided by the number of then outstanding shares of common stock that were sold as part of the Units in the Initial Public Offering. The per-share amount to be distributed to investors who redeem their shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters (as discussed in Note 6). H owever, in no event will the Company redeem its public shares in an amount that would cause its net tangible assets to be less than $5,000,001 The Company’s officers and directors, and the Sponsor, Daniel Cohen, Betsy Cohen, Frank Mastrangelo, James J. McEntee and DGC Family FinTech Trust (together the “Initial Shareholders”), have agreed, if the Company is required to seek shareholder approval of its Business Combination, to vote shares held by them in favor of approving a Business Combination. The Company has until August 19, 2016 to consummate a Business Combination. If the Company is unable to consummate a Business Combination by August 19, 2016, the Company will (i) cease all operations except for the purposes of winding up of its affairs; (ii) distribute the aggregate amount then on deposit in the Trust Account, including any portion of the interest earned thereon which was not previously used for working capital or to pay dissolution expenses or taxes, pro rata to the public shareholders by way of redemption of the public shares (which redemption would completely extinguish such holders’ rights as shareholders, including the right to receive further liquidation distributions, if any); and (iii) as promptly as possible following such redemption, dissolve and liquidate the balance of the Company’s net assets to its remaining shareholders, as part of its plan of dissolution and liquidation. The Initial Shareholders and Cantor Fitzgerald have agreed to waive their redemption rights with respect to the Founder Shares (as defined in Note 5 below) and the shares underlying the Placement Units (i) in connection with the consummation of a Business Combination, (ii) if the Company fails to consummate a Business Combination by August 19, 2016 and (iii) upon the Company’s liquidation prior to August 19, 2016. The Initial Shareholders have also agreed to waive their redemption rights with respect to any public shares acquired in or after the Initial Public Offering in connection with a Business Combination. However, the Initial Shareholders will be entitled to redemption rights with respect to public shares if the Company fails to consummate a Business Combination or liquidates by August 19, 2016, and Cantor Fitzgerald will have the same redemption rights as a public stockholder with respect to any public shares it acquires in or after the Initial Public Offering. Cantor Fitzgerald has also agreed to waive its rights to its deferred underwriting commissions held in the Trust Account in the event the Company does not consummate a Business Combination by August 19, 2016 and, in such event, such amounts will be included with the funds held in the Trust Account that will be available to fund the redemption of the public shares. 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 price per Unit in the Initial Public Offering. 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’s Chief Executive Officer has agreed that he will be liable under certain circumstances to ensure that the proceeds in the Trust Account are not reduced by the claims of target businesses or vendors or other entities that are owed money by the Company for service rendered, contracted for or products sold to the Company. However, he may not be able to satisfy those obligations should they arise. Notwithstanding the foregoing redemption rights, if the Company seeks stockholder approval of its initial Business Combination and it does not conduct redemptions in connection with its initial Business Combination pursuant to the tender offer rules, the Company’s amended and restated certificate of incorporation provides that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Exchange Act), will be restricted from redeeming its shares with respect to any shares held in excess of an aggregate of 20% or more of the shares sold in the Initial Public Offering. However, there is no restriction on the Company’s stockholders’ ability to vote all of their shares for or against a Business Combination. |
Summary of Significant Accounti
| Summary of Significant Accounting Policies | 3 Months Ended |
| Jan. 31, 2016 | |
| Summary of Significant Accounting Policies [Abstract] | |
| SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the requirements of Form 10-Q and Article 10 of Regulation S-X. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a comprehensive presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed consolidated financial statements include all adjustments of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the audited financial statements for the year ended October 31, 2015 contained in the Company’s Annual Report on Form 10-K filed with the SEC on January 26, 2016. The interim results for the three months ended January 31, 2016 are not necessarily indicative of the results to be expected for the year ending October 31, 2016 or for any future interim periods. Principles of Consolidation The accompanying unaudited condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary. All significant intercompany balances and transactions have been eliminated in consolidation. Emerging growth company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, (the “Securities Act”), as modified by the Jumpstart our Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in the Company’s periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, 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. This may make a comparison of the Company’s financial statements with the financial statements of a public company that is not an emerging growth company, or the financial statements of an emerging growth company that has opted out of using the extended transition period, difficult or impossible because of the potential differences in accounting standards used. Use of estimates The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the consolidated financial statements, which management considered in formulating its estimates, could change in the near term due to one or more future events. Accordingly, the actual results could differ significantly from those estimates. Cash and cash equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of January 31, 2016. Cash and securities held in Trust Account At January 31, 2016, the assets held in the Trust Account were held in cash and U.S. Treasury Bills, which has been classified as trading securities. Common stock subject to possible redemption The Company accounts for its Common Stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Common Stock subject to mandatory redemption (if any) is classified as a liability instrument and is measured at fair value. Conditionally redeemable Common Stock (including Common Stock that features redemption rights that are either within the control of the holder or subject to redemption 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 redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at January 31, 2016, the Common Stock subject to possible redemption in the amount of $90,006,824 (or 9,000,227 shares) is presented as temporary equity, outside of the stockholders’ equity section of the Company’s consolidated balance sheet. Net loss per common share The Company complies with accounting and disclosure requirements of ASC Topic 260, “Earnings Per Share.” Net loss per share is computed by dividing net loss by the weighted average number of common shares outstanding during the period. Shares of Common Stock subject to possible redemption at January 31, 2016 have been excluded from the calculation of basic loss per share since such shares, if redeemed, only participate in their pro rata share of the Trust Account earnings. At January 31, 2016, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into Common Stock and then share in the earnings of the Company. The Company has not considered the effect of warrants to purchase shares of Common Stock in the calculation of diluted loss per share, since the exercise of the warrants is contingent upon the occurrence of future events. As a result, diluted loss per common share is the same as basic loss per common share for the period. Income taxes The Company complies with the accounting and reporting requirements of ASC Topic 740 “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of January 31, 2016, there were no amounts accrued for interest and penalties and there were no unrecognized tax benefits. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position over the next twelve months. The Company may be subject to potential examination by various taxing authorities. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state 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. 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. At January 31, 2016, the Company had not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. Fair value of financial instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurements and Disclosures,” approximates the carrying amount represented in the accompanying consolidated balance sheet, primarily due to their short-term nature. Recently issued accounting pronouncements Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s condensed consolidated financial statements. |
Initial Public Offering
| Initial Public Offering | 3 Months Ended |
| Jan. 31, 2016 | |
| Initial Public Offering [Abstract] | |
| INITIAL PUBLIC OFFERING | 3. INITIAL PUBLIC OFFERING On February 19, 2015, the Company sold 10,000,000 Units in its Initial Public Offering. Each Unit consists of one share of the Company’s Common Stock and one redeemable common stock purchase warrant (“Public Warrant”). Each Public Warrant entitles the holder to purchase one share of Common Stock at an exercise price of $12.00 (see Note 7). |
Private Placement
| Private Placement | 3 Months Ended |
| Jan. 31, 2016 | |
| Private Placement [Abstract] | |
| PRIVATE PLACEMENT | 4. PRIVATE PLACEMENT Simultaneously with the consummation of the Initial Public Offering, the Sponsor and Cantor Fitzgerald purchased 300,000 Placement Units (200,000 Placement Units by the Sponsor and 100,000 Placement Units by Cantor Fitzgerald), each consisting of one share of Common Stock (each a “Placement Share”) and one warrant (each, a “Placement Warrant”) to purchase one share of Common Stock exercisable at $12.00 per share, at a price of $10.00 per unit in a private placement. The total purchase price for the Placement Units was $3,000,000. There are no redemption rights or rights to liquidating distributions from the Trust Account with respect to the Placement Shares or Placement Warrants. The Placement Units and their component securities are the same as the Units sold in the Initial Public Offering and their component securities except that they are not transferable, assignable or salable until 30 days after the consummation of a Business Combination, subject to certain limited exceptions, and the Placement Warrants are not redeemable so long as they are held by the Sponsor, Cantor Fitzgerald or their permitted transferees. |
Related Party Transactions
| Related Party Transactions | 3 Months Ended |
| Jan. 31, 2016 | |
| Related Party Transactions [Abstract] | |
| RELATED PARTY TRANSACTIONS | 5. RELATED PARTY TRANSACTIONS Founder Shares On November 1, 2013, the Company issued an aggregate of 112 shares of Common Stock to certain of the Initial Shareholders for an aggregate purchase price of $112; on July 2, 2014, the Company issued an aggregate of 3,916,555 shares of Common Stock to certain of the Initial Shareholders for an aggregate purchase price of $24,888; and, on January 12, 2015, the Company issued 16,666 shares of Common Stock to the Sponsor for an aggregate purchase price of $250 (collectively, the “Founder Shares”). On March 29, 2015, the underwriter’s overallotment option expired without being exercised, and the Initial Shareholders, pursuant to a written agreement with the Company, forfeited an aggregate of 500,000 Founder Shares. The Founder Shares are identical to the shares of Common Stock included in the Units sold in the Initial Public Offering, except that (1) the Founder Shares are subject to certain transfer restrictions, as described in more detail below, and (2) the Initial Shareholders have waived their redemption rights with respect to their Founder Shares (i) in connection with the consummation of a Business Combination, (ii) if the Company fails to consummate a Business Combination by August 19, 2016 and (iii) upon the Company’s liquidation prior to August 19, 2016. If the Company submits an initial Business Combination to the Company’s public shareholders for a vote, the Initial Shareholders have agreed to vote their Founder Shares, any public shares they hold, and in the case of the Sponsor, its Placement Shares, in favor of such Business Combination. The Initial Shareholders have agreed not to transfer, assign or sell any of their Founder Shares (except to permitted transferees) until (i) with respect to 20% of such shares, upon consummation of a Business Combination, (ii) with respect to 20% of such shares, when the closing price of the Company’s Common Stock exceeds $12.00 for any 20 trading days within a 30-trading day period following the consummation of a Business Combination, (iii) with respect to 20% of such shares, when the closing price of the Company’s Common Stock exceeds $13.50 for any 20 trading days within a 30-trading day period following the consummation of a Business Combination, (iv) with respect to 20% of such shares, when the closing price of the Company’s Common Stock exceeds $15.00 for any 20 trading days within a 30-trading day period following the consummation of a Business Combination and (v) with respect to 20% of such shares, when the closing price of the Company’s Common Stock exceeds $17.00 for any 20 trading days within a 30-trading day period following the consummation of a Business Combination or earlier, in any case, if, following a Business Combination, the Company engages in a subsequent transaction (1) resulting in the Company’s shareholders having the right to exchange their shares for cash or other securities or (2) involving a consolidation, merger or other change in the majority of the Company’s board of directors or management team in which the Company is the surviving entity. The Initial Shareholders and holders of Placement Units are entitled to registration rights as described in Note 6. Loan from Sponsor In order to finance transaction costs in connection with an initial Business Combination, the Sponsor has committed to loan the Company funds as may be required, to a maximum of $750,000. If the Company consummates a Business Combination, the Company will repay such loaned amounts. If the Company does not consummate a Business Combination, the Company may use a portion of any working capital held outside the Trust Account to repay such loaned amounts; however, no proceeds from the Trust Account may be used for such repayment, other than interest income earned thereon. If such funds are insufficient to repay the full amount loaned, the unpaid amounts would be forgiven. Any part or all of such loans may be convertible into additional warrants at $0.75 per warrant (a maximum of 1,000,000 warrants if the full $750,000 is loaned and that amount is converted into warrants) of the post-business combination entity at the option of the lender. The warrants would be identical to the Placement Warrants, as described in Note 7. |
Commitments and Contingencies
| Commitments and Contingencies | 3 Months Ended |
| Jan. 31, 2016 | |
| Commitments and Contingencies [Abstract] | |
| COMMITMENTS & CONTINGENCIES | 6. COMMITMENTS & CONTINGENCIES Registration Rights Pursuant to a registration rights agreement entered into on February 12, 2015, the holders of the Founder Shares, as well as the holders of the Placement Units (and any underlying securities) and any warrants that may be issued upon conversion of working capital loans made to the Company by the Sponsor, are entitled to registration rights. The holders are 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. The Company will bear the expenses of filing any such registration statements. The Company has also granted certain registration rights with respect to the Public Warrants and Placement Warrants, as described in Note 7. Underwriting Agreement The underwriters received an underwriting discount of two percent (2.0%) of the gross proceeds of the Initial Public Offering. In addition, the underwriters are entitled to a deferred fee of five percent (5.0%) of the gross proceeds of the Initial Public Offering; however, the deferred fee will be payable only if the Company completes a Business Combination. If payable, the deferred fee will be paid in cash upon the closing of a Business Combination from the amounts held in the Trust Account, subject to the terms of the underwriting agreement. Deferred Legal Fees The Company has committed to pay its attorneys a deferred legal fee of $125,000 upon the consummation of a Business Combination for services performed in connection with the Initial Public Offering. If no Business Combination is consummated within 18 months of the completion of the Initial Public Offering, the Company will only be obligated to pay $75,000 of such fees, and its attorneys have agreed to waive $50,000 of the $125,000 deferred legal fee. |
Stockholders' Equity
| Stockholders' Equity | 3 Months Ended |
| Jan. 31, 2016 | |
| Stockholders' Equity [Abstract] | |
| STOCKHOLDER'S EQUITY | 7. STOCKHOLDERS’ EQUITY Preferred Stock Common Stock Warrants - The Company did not register the shares of Common Stock issuable upon exercise of the Public Warrants. However, the Company has agreed to use its best efforts to file a registration statement with respect to the Common Stock issuable upon exercise of the Public Warrants within 15 business days of the closing of a Business Combination, and to cause the registration statement to become effective within 60 business days of the closing of a Business Combination, to maintain a current prospectus relating to those shares of Common Stock until the earlier of the date the Public Warrants expire or are redeemed and, the date on which all of the Public Warrants have been exercised, and to qualify the resale of such shares under state blue sky laws, to the extent an exemption is not available. Each Public Warrant entitles the holder to purchase one share of Common Stock at an exercise price of $12.00 and will become exercisable on the later of (a) 30 days after the consummation of a Business Combination, or (b) 12 months from the closing of the Initial Public Offering. The Public Warrants expire five years after the consummation of a Business Combination or earlier upon redemption or liquidation. On the exercise of any Public Warrant, the Public Warrant exercise price will be paid directly to the Company and not placed in the Trust Account. The Public Warrants will be redeemable by the Company at a price of $0.01 per warrant upon 30 days’ prior written notice after the Public Warrants become exercisable, only in the event that the last sale price of the Common Stock equals or exceeds $18.00 per share for any 20 trading days within a 30-trading day period ending on the third business day prior to the date on which notice of redemption is given. The Company will not redeem the Public Warrants, and the Public Warrants will not be exercisable on a “cashless basis,” unless an effective registration statement under the Securities Act covering the shares of Common Stock issuable upon exercise of the Public Warrants is effective and a current prospectus relating to those shares of Common Stock is available. However, if a registration statement covering the shares of Common Stock issuable upon exercise of the Public Warrants has not been declared effective by the 60th business day following the closing of the Company’s initial Business Combination, warrant holders may exercise the Public Warrants on a cashless basis until such time as there is an effective registration statement. If the Public Warrants become redeemable by the Company, the Company may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws. If the Company calls the Public Warrants for redemption, the Company’s Board of Directors will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The Placement Warrants are the same as the Public Warrants underlying the Units sold in the Initial Public Offering, except that Placement Warrants are not transferable, assignable or salable until 30 days after the consummation of a Business Combination, subject to certain limited exceptions, are exercisable for cash (even if a registration statement covering the Common Stock issuable upon exercise of such Placement Warrants is not effective) or on a cashless basis, at the holder’s option, and are non-redeemable so long as they are held by the Sponsor, Cantor Fitzgerald, or their permitted transferees. If the Placement Warrants are held by someone other than the Sponsor, Cantor Fitzgerald, or their permitted transferees, the Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants. The exercise price and number of shares of Common Stock issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend, or recapitalization, reorganization, merger or consolidation. However, the warrants will not be adjusted for issuances of Common Stock at a price below the warrant exercise price. Additionally, in no event will the Company be required to net cash settle the warrants. If the Company does not complete a Business Combination in the 18 month period, the warrants may expire worthless. |
Fair Value Measurements
| Fair Value Measurements | 3 Months Ended |
| Jan. 31, 2016 | |
| Fair Value Measurements [Abstract] | |
| FAIR VALUE MEASUREMENTS | 8. FAIR VALUE MEASUREMENTS The Company follows the guidance in ASC Topic 820 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 fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability. The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at January 31, 2016 and October 31, 2015, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description Level January 31, October 31, Assets: Cash and securities held in Trust Account 1 $ 100,005,053 $ 99,985,042 |
Subsequent Events
| Subsequent Events | 3 Months Ended |
| Jan. 31, 2016 | |
| Subsequent Events [Abstract] | |
| SUBSEQUENT EVENTS | 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 March 7, 2016, the Company entered into an Agreement and Plan of Merger (the “ Merger Agreement Merger Sub FTS Merger As a result of the Merger, (i) each outstanding share of FTS Series A Preferred Stock (“ FTS Series A Stock FTS Common Stock FTS Options Pursuant to the Merger Agreement, the aggregate consideration to be paid to FTS equity holders will consist of an amount in cash equal to $180,000,000 plus the amount of Excess Cash (as defined in the Merger Agreement) and $170,000,000 in shares of Common Stock, subject to adjustment in accordance with the terms of the Merger Agreement. Each of FTS, the Company and Merger Sub have made representations, warranties and covenants in the Merger Agreement that are customary for transactions of this nature. The representations and warranties of the Company, Merger Sub and FTS will not survive the closing of the Merger. The Merger Agreement provides that, upon consummation of the Merger, the Company will enter into a registration rights agreement, shareholders agreement, a letter agreement and employment agreements. Consummation of the transactions contemplated by the Merger Agreement is subject to customary conditions of the respective parties, including, among others, that (i) the Merger be approved by the Company’s stockholders and FTS’s stockholders; (ii) there has been no material adverse effect with respect to FTS since the date of the Merger Agreement; (iii) the organizational documents of the Company will be amended and restated as described in the Merger Agreement principally to change the name of the Company, increase the authorized number of shares of Common Stock and declassify the Company’s board of directors; and (iv ) the Company and Merger Sub will have received the proceeds of the Debt Financing and Equity Financing (each as defined in the Merger Agreement). |
Summary of Significant Accoun15
| Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
| Jan. 31, 2016 | |
| Summary of Significant Accounting Policies [Abstract] | |
| Basis of presentation | Basis of presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the requirements of Form 10-Q and Article 10 of Regulation S-X. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a comprehensive presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed consolidated financial statements include all adjustments of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the audited financial statements for the year ended October 31, 2015 contained in the Company’s Annual Report on Form 10-K filed with the SEC on January 26, 2016. The interim results for the three months ended January 31, 2016 are not necessarily indicative of the results to be expected for the year ending October 31, 2016 or for any future interim periods. |
| Principles of Consolidation | Principles of Consolidation The accompanying unaudited condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary. All significant intercompany balances and transactions have been eliminated in consolidation. |
| Emerging growth company | Emerging growth company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, (the “Securities Act”), as modified by the Jumpstart our Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in the Company’s periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, 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. This may make a comparison of the Company’s financial statements with the financial statements of a public company that is not an emerging growth company, or the financial statements of an emerging growth company that has opted out of using the extended transition period, difficult or impossible because of the potential differences in accounting standards used. |
| Use of estimates | Use of estimates The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the consolidated financial statements, which management considered in formulating its estimates, could change in the near term due to one or more future events. Accordingly, the actual results could differ significantly from those estimates. |
| Cash and cash equivalents | Cash and cash equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of January 31, 2016. |
| Cash and securities held in Trust Account | Cash and securities held in Trust Account At January 31, 2016, the assets held in the Trust Account were held in cash and U.S. Treasury Bills, which has been classified as trading securities. |
| Common stock subject to possible redemption | Common stock subject to possible redemption The Company accounts for its Common Stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Common Stock subject to mandatory redemption (if any) is classified as a liability instrument and is measured at fair value. Conditionally redeemable Common Stock (including Common Stock that features redemption rights that are either within the control of the holder or subject to redemption 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 redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at January 31, 2016, the Common Stock subject to possible redemption in the amount of $90,006,824 (or 9,000,227 shares) is presented as temporary equity, outside of the stockholders’ equity section of the Company’s consolidated balance sheet. |
| Net loss per common share | Net loss per common share The Company complies with accounting and disclosure requirements of ASC Topic 260, “Earnings Per Share.” Net loss per share is computed by dividing net loss by the weighted average number of common shares outstanding during the period. Shares of Common Stock subject to possible redemption at January 31, 2016 have been excluded from the calculation of basic loss per share since such shares, if redeemed, only participate in their pro rata share of the Trust Account earnings. At January 31, 2016, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into Common Stock and then share in the earnings of the Company. The Company has not considered the effect of warrants to purchase shares of Common Stock in the calculation of diluted loss per share, since the exercise of the warrants is contingent upon the occurrence of future events. As a result, diluted loss per common share is the same as basic loss per common share for the period. |
| Income taxes | Income taxes The Company complies with the accounting and reporting requirements of ASC Topic 740 “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of January 31, 2016, there were no amounts accrued for interest and penalties and there were no unrecognized tax benefits. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position over the next twelve months. The Company may be subject to potential examination by various taxing authorities. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state 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. |
| 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. At January 31, 2016, the Company had not experienced losses on this account and management believes the Company is not exposed to significant risks on such 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 ASC Topic 820, “Fair Value Measurements and Disclosures,” approximates the carrying amount represented in the accompanying consolidated balance sheet, primarily due to their short-term nature. |
| Recently issued accounting pronouncements | Recently issued accounting pronouncements Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s condensed consolidated financial statements. |
Fair Value Measurements (Tables
| Fair Value Measurements (Tables) | 3 Months Ended |
| Jan. 31, 2016 | |
| Fair Value Measurements [Abstract] | |
| Summary of assets that are measured at fair value on a recurring basis | Description Level January 31, October 31, Assets: Cash and securities held in Trust Account 1 $ 100,005,053 $ 99,985,042 |
Revised Prior Period Amounts (T
| Revised Prior Period Amounts (Tables) | 3 Months Ended |
| Jan. 31, 2016 | |
| Revised Prior Period Amounts [Abstract] | |
| Schedule of correction on financial statements | As Previously Reported As Corrected Accounts payable and accrued expense $ 34,358 $ 20,783 Accumulated deficit $ (42,164 ) $ (28,589 ) Formation, general & administrative costs $ 42,164 $ 28,589 Net loss $ (42,164 ) $ (28,589 ) |
Description of Organization a18
| Description of Organization and Business Operations (Details) - USD ($) | Feb. 19, 2015 | Jan. 31, 2016 | Oct. 31, 2015 |
| Description of Organization and Business Operations (Textual) | |||
| Redemption of common stock percentage | 80.00% | ||
| Underwriting fees | $ 2,000,000 | ||
| Transaction costs | $ 7,668,160 | ||
| Common stock, par value | $ 0.001 | $ 0.001 | |
| Payment of deferred underwriting fees | $ 5,000,000 | ||
| Payment of deferred legal fees | 50,000 | ||
| Cash held in trust Account | 123,762 | ||
| Initial public offering costs | 668,160 | ||
| Business acquisitions purchase price allocation net tangible assets | $ 5,000,001 | ||
| Initial business combination consummate date | Aug. 19, 2016 | ||
| Percentage of shares held in initial public offering | 20.00% | ||
| Cantor Fitzgerald [Member] | |||
| Description of Organization and Business Operations (Textual) | |||
| Number of unit issued in private placement | 300,000 | ||
| Gross proceeds from private placement | $ 3,000,000 | ||
| Initial Public Offering [Member] | |||
| Description of Organization and Business Operations (Textual) | |||
| Gross proceeds from public offerings | $ 100,000,000 | ||
| Number of unit issued in private placement | 10,000,000 | ||
| Common stock, par value | $ 0.001 |
Summary of Significant Accoun19
| Summary of Significant Accounting Policies (Details) - USD ($) | 3 Months Ended | |
| Jan. 31, 2016 | Oct. 31, 2015 | |
| Summary of Significant Accounting Policies (Textual) | ||
| Federal depository insurance coverage | $ 250,000 | |
| Temporary equity shares | 9,000,227 | 9,009,837 |
| Common Stock Subject to Mandatory Redemption [Member] | ||
| Summary of Significant Accounting Policies (Textual) | ||
| Temporary equity possible redemption in the amount | $ 90,006,824 |
Initial Public Offering (Detail
| Initial Public Offering (Details) - IPO [Member] | Feb. 19, 2015$ / sharesshares |
| Initial Public Offering (Textual) | |
| Offering for sale | shares | 10,000,000 |
| Sale of stock, description of transaction | Each Unit consists of one share of the Company's Common Stock and one redeemable common stock purchase warrant ("Public Warrant"). |
| Warrant [Member] | |
| Initial Public Offering (Textual) | |
| Sale of stock, description of transaction | Each Public Warrant entitles the holder to purchase one share of Common Stock at an exercise price of $12.00 |
| Common stock exercise price | $ / shares | $ 12 |
Private Placement (Details)
| Private Placement (Details) - Private Placement [Member] | 3 Months Ended |
| Jan. 31, 2016USD ($)$ / sharesshares | |
| Private Placement (Textual) | |
| Offering for sale | shares | 300,000 |
| Sale of stock, units price per share | $ / shares | $ 1 |
| Total value of sale of units | $ | $ 3,000,000 |
| Initial offering period | 30 days |
| Sponsor [Member] | |
| Private Placement (Textual) | |
| Offering for sale | shares | 200,000 |
| Sale of stock, units price per share | $ / shares | $ 12 |
| Cantor Fitzgerald [Member] | |
| Private Placement (Textual) | |
| Offering for sale | shares | 100,000 |
| Sale of stock, units price per share | $ / shares | $ 10 |
Related Party Transactions (Det
| Related Party Transactions (Details) - USD ($) | Mar. 29, 2015 | Jan. 12, 2015 | Jul. 02, 2014 | Nov. 01, 2013 | Jan. 31, 2016 |
| Related Party Transactions (Textual) | |||||
| Loan from sponsor | |||||
| Founder [Member] | |||||
| Related Party Transactions (Textual) | |||||
| Issuance of common stock to founder (Shares) | 16,666 | 3,916,555 | 112 | ||
| Issuance of common stock to founder | $ 250 | $ 24,888 | $ 112 | ||
| Forfeiture of founder shares | 500,000 | ||||
| Sale of stock, description of transaction | The Initial Shareholders have agreed not to transfer, assign or sell any of their Founder Shares (except to permitted transferees) until (i) with respect to 20% of such shares, upon consummation of a Business Combination, (ii) with respect to 20% of such shares, when the closing price of the Company's Common Stock exceeds $12.00 for any 20 trading days within a 30-trading day period following the consummation of a Business Combination, (iii) with respect to 20% of such shares, when the closing price of the Company's Common Stock exceeds $13.50 for any 20 trading days within a 30-trading day period following the consummation of a Business Combination, (iv) with respect to 20% of such shares, when the closing price of the Company's Common Stock exceeds $15.00 for any 20 trading days within a 30-trading day period following the consummation of a Business Combination and (v) with respect to 20% of such shares, when the closing price of the Company's Common Stock exceeds $17.00 for any 20 trading days within a 30-trading day period following the consummation of a Business Combination or earlier, in any case, if, following a Business Combination, the Company engages in a subsequent transaction (1) resulting in the Company's shareholders having the right to exchange their shares for cash or other securities or (2) involving a consolidation, merger or other change in the majority of the Company's board of directors or management team in which the Company is the surviving entity. | ||||
| Sponsor [Member] | |||||
| Related Party Transactions (Textual) | |||||
| Loan from sponsor | $ 750,000 | ||||
| Warrants exercise price | $ 0.75 | ||||
| Conversion of debt into warrants | 1,000,000 | ||||
| Conversion of debt amount | $ 750,000 |
Commitments and Contingencies (
| Commitments and Contingencies (Details) | 3 Months Ended |
| Jan. 31, 2016USD ($) | |
| Commitments and Contingencies [Textual] | |
| Underwriting discount | 2.00% |
| Commitments towards underwritters | In addition, the underwriters are entitled to a deferred fee of five percent (5.0%) of the gross proceeds of the Initial Public Offering |
| Commitments to play deferred leagal fee to pay attorneys | $ 125,000 |
| Business combination, contingent arrangements regarding deferred legal fee | If no Business Combination is consummated within 18 months of the completion of the Initial Public Offering, the Company will only be obligated to pay $75,000 of such fees, and its attorneys have agreed to waive $50,000 of the $125,000 deferred legal fee. |
Stockholders' Equity (Details)
| Stockholders' Equity (Details) - $ / shares | 3 Months Ended | |
| Jan. 31, 2016 | Oct. 31, 2015 | |
| Stockholders' Equity (Textual) | ||
| Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
| Preferred stock, shares outstanding | ||
| Preferred stock, par value | $ 0.001 | $ 0.001 |
| Common stock, par value | $ 0.001 | $ 0.001 |
| Common stock, shares authorized | 25,000,000 | 25,000,000 |
| Common stock, shares issued | 4,733,106 | 4,723,496 |
| Common stock, shares outstanding | 4,733,106 | 4,723,496 |
| Temporary equity shares | 9,000,227 | 9,009,837 |
| Warrants description | Each Public Warrant entitles the holder to purchase one share of Common Stock at an exercise price of $12.00 and will become exercisable on the later of (a) 30 days after the consummation of a Business Combination, or (b) 12 months from the closing of the Initial Public Offering. | |
| Public warrants exercisable description | The Public Warrants will be redeemable by the Company at a price of $0.01 per warrant upon 30 days' prior written notice after the Public Warrants become exercisable, only in the event that the last sale price of the Common Stock equals or exceeds $18.00 per share for any 20 trading days within a 30-trading day period ending on the third business day prior to the date on which notice of redemption is given. The Company will not redeem the Public Warrants, and the Public Warrants will not be exercisable on a "cashless basis," unless an effective registration statement under the Securities Act covering the shares of Common Stock issuable upon exercise of the Public Warrants is effective and a current prospectus relating to those shares of Common Stock is available. However, if a registration statement covering the shares of Common Stock issuable upon exercise of the Public Warrants has not been declared effective by the 60th business day following the closing of the Company's initial Business Combination, warrant holders may exercise the Public Warrants on a cashless basis until such time as there is an effective registration statement. If the Public Warrants become redeemable by the Company, the Company may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws. |
Fair Value Measurements (Detail
| Fair Value Measurements (Details) - USD ($) | Jan. 31, 2016 | Oct. 31, 2015 |
| Level 1 [Member] | ||
| Assets: | ||
| Cash and securities held in Trust Account | $ 100,005,053 | $ 99,985,042 |
Subsequent Events (Details)
| Subsequent Events (Details) - Subsequent Event [Member] - Merger Agreement [Member] | Mar. 07, 2016USD ($)shares |
| Subsequent Event (Textual) | |
| Aggregate consideration paid to FTS equity holders | $ | $ 180,000,000 |
| Agrgregate number of shares issued | shares | 170,000,000 |