Document And Entity Information
| Document And Entity Information - shares | 9 Months Ended | |
| Sep. 30, 2016 | Nov. 09, 2016 | |
| Document Information [Line Items] | ||
| Document Type | 10-Q | |
| Amendment Flag | false | |
| Document Period End Date | Sep. 30, 2016 | |
| Document Fiscal Year Focus | 2,016 | |
| Document Fiscal Period Focus | Q3 | |
| Entity Registrant Name | Axar Acquisition Corp. | |
| Entity Central Index Key | 1,615,892 | |
| Current Fiscal Year End Date | --12-31 | |
| Entity Filer Category | Accelerated Filer | |
| Trading Symbol | AXAR | |
| Entity Common Stock, Shares Outstanding | 8,506,111 |
CONDENSED BALANCE SHEETS
| CONDENSED BALANCE SHEETS - USD ($) | Sep. 30, 2016 | Dec. 31, 2015 |
| Current assets: | ||
| Cash | $ 381 | $ 700,873 |
| Prepaid expenses and other assets | 10,000 | 0 |
| Accounts receivable | 0 | 2,817 |
| Total current assets | 10,381 | 703,690 |
| Non-current assets: | ||
| Cash and marketable securities held in Trust Account | 240,202,043 | 240,018,972 |
| Total assets | 240,212,424 | 240,722,662 |
| Current liabilities: | ||
| Accrued expenses and accounts payable | 790,238 | 135,937 |
| Due to affiliates | 48,919 | 63,919 |
| Franchise tax payable | 27,000 | 116,877 |
| Total current liabilities | 866,157 | 316,733 |
| Deferred underwriting commissions and advisory fees | 5,760,000 | 8,400,000 |
| Total liabilities | 6,626,157 | 8,716,733 |
| Commitments | ||
| Common stock subject to possible redemption; 22,858,626 and 22,700,592 shares (at redemption value of approximately $10.00 per share) as of September 30, 2016 and December 31, 2015, respectively | 228,586,257 | 227,005,919 |
| Shareholders’ Equity: | ||
| Preferred stock, $0.0001 par value, 1,000,000 authorized, none issued and outstanding | 0 | 0 |
| Common stock, $0.0001 par value, 400,000,000 shares authorized, 7,141,374 and 7,299,408 shares subject to possible redemption) at September 30, 2016 and December 31, 2015, respectively | 714 | 730 |
| Additional paid-in capital | 7,336,664 | 6,276,986 |
| Accumulated deficit | (2,337,368) | (1,277,706) |
| Total shareholders’ equity | 5,000,010 | 5,000,010 |
| Total Liabilities and Shareholders’ Equity | $ 240,212,424 | $ 240,722,662 |
CONDENSED BALANCE SHEETS (Paren
| CONDENSED BALANCE SHEETS (Parenthetical) - $ / shares | Sep. 30, 2016 | Dec. 31, 2015 |
| Common stock, subject to redemption | 22,858,626 | 22,700,592 |
| Common stock, redemption value (in dollars per share) | $ 10 | $ 10 |
| Preferred stock, par value per share | $ 0.0001 | $ 0.0001 |
| Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
| Preferred stock, shares issued | 0 | 0 |
| Preferred stock, shares outstanding | 0 | 0 |
| Common stock, par value per share (in dollars per share) | $ 0.0001 | $ 0.0001 |
| Common stock, shares authorized | 400,000,000 | 400,000,000 |
| Common stock, shares issued | 7,141,374 | 7,299,408 |
| Common stock, shares outstanding | 7,141,374 | 7,299,408 |
CONDENSED STATEMENTS OF OPERATI
| CONDENSED STATEMENTS OF OPERATIONS - USD ($) | 3 Months Ended | 9 Months Ended | |||
| Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | ||
| General and administrative | $ 173,528 | $ 246,041 | $ 1,350,367 | $ 743,057 | |
| Loss from operations | (173,528) | (246,041) | (1,350,367) | (743,057) | |
| Interest income | 110,532 | 2,496 | 290,705 | 7,599 | |
| Net loss | $ (62,996) | $ (243,545) | $ (1,059,662) | $ (735,458) | |
| Weighted average number of common shares outstanding basic and diluted (in shares) | [1] | 7,135,143 | 7,251,819 | 7,159,101 | 7,228,255 |
| Basic and diluted net loss per share (in dollars per share) | $ (0.01) | $ (0.03) | $ (0.15) | $ (0.10) | |
| [1] | This number excludes an aggregate of up to 22,858,626 and 22,723,498 shares subject to possible conversion at September 30, 2016 and 2015, respectively | ||||
CONDENSED STATEMENTS OF OPERAT5
| CONDENSED STATEMENTS OF OPERATIONS (Parenthetical) - shares | 9 Months Ended | |
| Sep. 30, 2016 | Sep. 30, 2015 | |
| Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 22,858,626 | 22,723,498 |
CONDENSED STATEMENTS OF CASH FL
| CONDENSED STATEMENTS OF CASH FLOWS - USD ($) | 9 Months Ended | |
| Sep. 30, 2016 | Sep. 30, 2015 | |
| Cash Flows from Operating Activities | ||
| Net loss | $ (1,059,662) | $ (735,458) |
| Adjustments to reconcile net loss to net cash used in operation activities: | ||
| Interest earned on investments held in Trust Account | (290,574) | (6,639) |
| Changes in operating assets and liabilities: | ||
| Prepaid expenses and other assets | (10,000) | 14,633 |
| Accounts payable and accrued expenses | 654,301 | 15,456 |
| Due to affiliates | (15,000) | (23,589) |
| Franchise tax payable | (89,877) | 9,247 |
| Net cash used in operating activities | (810,812) | (726,350) |
| Cash Flows from Investing Activities | ||
| Withdrawal of Trust Account funds for payment of Delaware franchise tax | 107,503 | 0 |
| Net cash provided by investing activities | 107,503 | 0 |
| Cash Flows from Financing Activities | ||
| Reimbursement (payment) of offering costs | 2,817 | (13,700) |
| Net cash provided by financing activities | 2,817 | (13,700) |
| Net change in cash | (700,492) | (740,050) |
| Cash - beginning of the period | 700,873 | 1,570,214 |
| Cash - ending of the period | 381 | 830,164 |
| Supplemental disclosure of financing activities: | ||
| Reversal of deferred underwriting commissions and advisory fees | 2,640,000 | 0 |
| Receivable for offering costs | 0 | 2,817 |
| Cash paid for interest | 0 | 0 |
| Cash paid for taxes | $ 0 | $ 0 |
Organization and Business Opera
| Organization and Business Operations | 9 Months Ended |
| Sep. 30, 2016 | |
| Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
| Organization and Business Operations | Organization and Business Operations Incorporation Axar Acquisition Corp., formerly known as AR Capital Acquisition Corp., (the “Company”) was incorporated in Delaware on July 25, 2014. Sponsor The Company’s former sponsor is AR Capital, LLC (“ARC”), a Delaware limited liability company. Upon the change in management in October 2016, Axar Master Fund Ltd., a Cayman Islands exempted company, became the new sponsor (the “Sponsor”) (see Note 9). Business Purpose The Company is a blank check company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination with one or more operating businesses (“Initial Business Combination”). The Company has neither engaged in any operations nor generated significant revenue to date. The Company’s management has broad discretion with respect to the Initial Business Combination. However, there is no assurance that the Company will be able to successfully effect an Initial Business Combination. Financing The registration statement for the Company’s initial public offering (the “Public Offering”, see Note 3) was declared effective by the Securities and Exchange Commission (the “SEC”) on October 1, 2014. On October 7, 2014, the Company consummated the Public Offering of 24,000,000 10.00 240 13.3 4.8 8.4 Simultaneously with the consummation of the Public Offering, ARC, the Company’s former sponsor, purchased 6,550,000 1.00 6.55 Additionally, ARC loaned $ 79,702 Trust Account An aggregate of $ 240 10.00 The Company’s amended and restated certificate of incorporation provides that, other than the withdrawal of interest to pay franchise and income taxes, none of the funds held in the Trust Account will be released until the earlier of: (i) the completion of the Initial Business Combination; or (ii) the redemption of 100% of the shares of common stock included in the units sold in the Public Offering if the Company is unable to complete an Initial Business Combination within 24 months from the closing of the Public Offering. In connection with the Extension (as defined in Note 9), the Company extended its liquidation date to (i) October 1, 2017 or (ii) if prior to October 1, 2017, the Company publicly discloses that an extension past October 1, 2017 will not prevent the Company from maintaining the listing of its securities on The Nasdaq Capital Market (“NASDAQ”), December 31, 2017. The Company expects to withdraw the interest earned from the funds held in the Trust Account to pay for franchise and income taxes. Initial Business Combination An Initial Business Combination must occur with one or more target businesses that together have an aggregate fair market value of at least 80 The Company, after signing a definitive agreement for the Initial Business Combination, will either (i) seek stockholder approval of the Initial Business Combination at a meeting called for such purpose in connection with which stockholders may seek to redeem their Public Shares, regardless of whether they vote for or against the Initial Business Combination (provided they in fact vote for or against the Initial Business Combination), for cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of the Initial Business Combination, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay franchise and income taxes, or (ii) provide stockholders with the opportunity to sell their shares to the Company by means of a tender offer (and thereby avoid the need for a stockholder vote) for an amount in cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account as of two business days prior to commencement of the tender offer, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay franchise and income taxes. The decision as to whether the Company will seek stockholder approval of the Initial Business Combination or will allow stockholders to sell their shares in a tender offer will be made by the Company, solely in its discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would otherwise require the Company to seek stockholder approval. If the Company seeks stockholder approval, it will complete the Initial Business Combination only if a majority of the outstanding shares of common stock voted are voted in favor of the Initial Business Combination. In the event the Company seeks stockholder approval or conducts redemptions pursuant to the tender offer rules, then 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 had 24 100,000 Fiscal Year End The Company has selected December 31 as its fiscal year end. |
Significant Accounting Policies
| Significant Accounting Policies | 9 Months Ended |
| Sep. 30, 2016 | |
| Accounting Policies [Abstract] | |
| Significant Accounting Policies | 2. Significant Accounting Policies The accompanying unaudited interim financial statements of the Company should be read in conjunction with the audited financial statements and notes thereto included in the Company’s Annual Report on Form 10-K filed with the SEC on February 19, 2016. The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 and Article 10 of Regulation S-X. Accordingly, since they are interim statements, the accompanying financial statements do not include all of the information and notes required by U.S. GAAP for a complete financial statement presentation. In the opinion of management, the interim financial statements reflect all adjustments (consisting of normal, recurring adjustments) that are necessary for a fair presentation of the financial position, results of operations and cash flows for the periods presented. Interim results are not necessarily indicative of results for a full year. Section 102(b)(1) of the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”) permits emerging growth companies to delay complying with new or revised financial accounting standards that do not yet apply to private companies (that is, those that have not had a Securities Act of 1933, as amended (the “Securities Act”), registration statement declared effective or do not have a class of securities registered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). 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 comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. The amounts held in the Trust Account represent substantially all of the proceeds of the Public Offering and are classified as restricted assets since such amounts can only be used by the Company in connection with the consummation of an Initial Business Combination. As of September 30, 2016, there was approximately $ 202,000 If the Company does not complete an Initial Business Combination by Liquidation Date, 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 100 100,000 There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless if the Company fails to complete an Initial Business Combination within the required time period. Net loss per common share is computed by dividing net loss applicable to common stockholders by the weighted average number of common shares outstanding during the period, plus to the extent dilutive, the incremental number of shares of common stock to settle warrants, as calculated using the treasury stock method. As the Company reported a net loss for the three and nine months ended September 30, 2016, the effect of the 12,000,000 6,550,000 22,858,626 22,723,498 The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented on the Company’s accompanying Condensed Balance Sheets. The Company complies with the requirements of FASB ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A - “Expenses of Offering”. Offering costs consist principally of professional and registration fees incurred in connection with the Public Offering and that were charged to stockholders’ equity. Upon the consummation of the Public Offering, an aggregate of $ 13.3 4.8 8.4 2.64 Under the Company’s amended and restated certificate of incorporation, all of the 24,000,000 Public Shares may be redeemed for cash in connection with the Company’s liquidation or a tender offer or stockholder approval in connection with an Initial Business Combination. In accordance with FASB ASC 480, redemption provisions not solely within the control of the Company require the security to be classified outside of permanent equity. Ordinary liquidation events, which involve the redemption and liquidation of all of the entity’s equity instruments, are excluded from the provisions of FASB ASC 480. Although the Company did not specify a maximum redemption threshold, its charter provides that in no event will it redeem the common stock sold as part of the units in the Public Offering in an amount that would cause its net tangible assets (stockholders’ equity) to be less than $ 5,000,001 The Company recognizes changes in redemption value immediately as they occur and will adjust the carrying value of the security to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable common stock shall be affected by charges against additional paid-in capital in accordance with ASC 480. Accordingly, at September 30, 2016 and December 31, 2015, 22,858,626 22,700,592 24,000,000 The Company complies with the accounting and reporting requirements of FASB ASC 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. A valuation allowance is established when necessary to reduce deferred tax assets when it is determined that it is more likely than not that some portion of the deferred tax asset will not be realized. FASB Interpretation No. 48, “Accounting for Uncertainty in Income Taxes” (“FIN 48”) (now incorporated into FASB ASC 740, Income Taxes), sets out a consistent framework to determine the appropriate level of tax reserves to maintain for uncertain tax positions. This interpretation uses a two-step approach wherein a tax benefit or expense is recognized if a position is more-likely-than-not to be sustained upon examination by taxing authorities. The amount of the benefit or expense is then measured to be the highest tax benefit or expense that is greater than 50% likely to be realized. Based on its analysis, the Company has determined that it has no unrecognized tax benefits or expenses as of September 30, 2016. The Company’s conclusion may be subject to review and adjustment at a later date based on factors including, but not limited to, on-going analyses of and changes to tax laws, regulations and interpretations thereof. The Company recognizes interest and penalties related to unrecognized tax benefits in interest expense and other expenses, respectively. No interest expense or penalties have been recognized as of September 30, 2016. The Company files an income tax return in the U.S. federal jurisdiction, and may file income tax returns in various U.S. states and foreign jurisdictions. The Company may be subject to potential examination by U.S. federal, U.S. states or foreign jurisdiction authorities in the areas of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with U.S. federal, U.S. state and foreign tax laws. The Company is subject to income tax examinations by Federal, state and local taxing authorities for all tax years since inception. Management is currently unaware of any issues under review that could result in significant payments, accruals or material deviations from its position. The provision of income taxes was deemed to be immaterial for the period ended December 31, 2015. For the three and nine months ended September 30, 2016, the effective rate was 0% due to the establishment of a full valuation allowance. Management does not believe that any other recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying financial statements. |
Public Offering
| Public Offering | 9 Months Ended |
| Sep. 30, 2016 | |
| Equity [Abstract] | |
| Public Offering | 3. Public Offering On October 7, 2014, the Company completed the Public Offering pursuant to which it sold 24,000,000 10.00 240 13.3 4.8 8.4 2.64 Each Public Unit consists of one share of the Company’s common stock, $ 0.0001 12,000,000 0.15 1.8 In addition to the underwriting discount paid upfront of $ 0.20 4.8 8.4 0.35 5.76 2.64 2.64 |
Related Party Transactions
| Related Party Transactions | 9 Months Ended |
| Sep. 30, 2016 | |
| Related Party Transactions [Abstract] | |
| Related Party Transactions | 4. Related Party Transactions Founder Shares On August 1, 2014, ARC purchased 8,625,000 25,000 0.003 1,725,000 20,000 900,000 2,609 892,173 5,947,827 17,391 6,000,000 20 The Founder Shares are identical to the common stock included in the Public Units sold in the Public Offering except that the Founder Shares are subject to certain transfer restrictions. The Company’s stockholder prior to the Public Offering, including their subsequent transferees (collectively, the “initial stockholders”) have agreed not to transfer, assign or sell any of their Founder Shares until the earlier of (a) one year after the completion of the Initial Business Combination, or earlier if, subsequent to the Initial Business Combination, the last sale price of the Company’s common stock equals or exceeds $ 12.00 20 30 150 Ownership of Founder Shares Independent Total Founder ARC Directors Shares Sale of common stock to initial stockholder on August 1, 2014 8,625,000 8,625,000 Forfeiture of shares on October 1, 2014 (1) (1,725,000) (1,725,000) Sale of Founder Shares to Company’s independent directors on October 1, 2014 (60,000) 60,000 Forfeiture of shares on December 5, 2014 (2) (892,173) (7,827) (900,000) 5,947,827 52,173 6,000,000 In connection with a reduction in the size of the Public Offering, ARC forfeited 1,725,000 (2) As a result of the underwriters’ election not to exercise the over-allotment option in connection with the Public Offering, the initial stockholders forfeited an aggregate of 900,000 Private Placement Warrants On October 7, 2014, ARC purchased from the Company an aggregate of 6,550,000 1.00 12.50 6.55 4.3 The Private Placement Warrants (including the common stock issuable upon exercise of the Private Placement Warrants) will not be transferable, assignable or salable until 30 If the Company does not complete an Initial Business Combination, then the proceeds from the sale of the Private Placement Warrants will be part of the liquidating distribution to the public stockholders and the Private Placement Warrants will expire worthless. Loans from Related Parties ARC agreed to loan the Company up to an aggregate of $ 200,000 79,702 88,800 Administrative Services Agreement On September 8, 2014, the Company entered into an agreement to pay RCS Advisory Services, LLC (“RCS Advisory”), an entity then under common control with ARC, a total of $ 10,000 . 0 30,000 90,000 Compensation Reimbursement Agreement On October 1, 2014, the Company entered into an agreement to pay ARC an amount not to exceed $ 15,000 45,000 135,000 45,000 135,000 On October 7, 2016, this arrangement was terminated, and ARC agreed that all amounts owed under such arrangement as of such date, or approximately $ 50,000 Registration Rights Agreement The holders of the Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of working capital loans (and any shares of common stock issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of working capital loans) will be entitled to registration rights pursuant to a registration rights agreement signed on October 1, 2014 (the “Registration Rights Agreement”). The holders of the majority of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the Company’s completion of the Initial Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. However, the Registration Rights Agreement provides that the Company will not permit any registration statement filed under the Securities Act to become effective until termination of the applicable lock-up period, which occurs (a) in the case of the Founder Shares, one year after the date of the consummation of the Initial Business Combination or earlier if, subsequent to the Initial Business Combination, (i) the last sale price of the Company’s common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Initial Business Combination, or (ii) the Company consummates a subsequent liquidation, merger, stock exchange or other similar transaction which results in all of its stockholders having the right to exchange their shares of common stock for cash, securities or other property and (b) in the case of the Private Placement Warrants and the respective common stock underlying such Private Placement Warrants, 30 days after the completion of the Initial Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements. |
Deferred Underwriting Commissio
| Deferred Underwriting Commissions | 9 Months Ended |
| Sep. 30, 2016 | |
| Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
| Deferred Underwriting Commissions | 5. Deferred Underwriting Commissions The Company is committed to pay a portion of the Deferred Fees totaling $ 5.76 2.4 |
Trust Account
| Trust Account | 9 Months Ended |
| Sep. 30, 2016 | |
| Equity [Abstract] | |
| Trust Account | 6. Trust Account A total of $ 240 240.2 240 0 107,503 |
Fair Value Measurements
| Fair Value Measurements | 9 Months Ended |
| Sep. 30, 2016 | |
| Fair Value Disclosures [Abstract] | |
| Fair Value Measurements | Fair Value Measurements The Company complies with ASC 820, “Fair Value Measurement”, 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. Quoted Prices in Significant Other Significant Other Active Markets Observable Unobservable Description September 30, 2016 (Level 1) Inputs (Level 2) Inputs (Level 3) Assets: Money market funds held in Trust Account $ 240,202,043 $ 240,202,043 $ $ Quoted Prices in Significant Other Significant Other Active Markets Observable Unobservable Description December 31, 2015 (Level 1) Inputs (Level 2) Inputs (Level 3) Assets: Money market funds held in Trust Account $ 240,018,972 $ 240,018,972 $ $ |
Stockholder's Equity
| Stockholder's Equity | 9 Months Ended |
| Sep. 30, 2016 | |
| Equity [Abstract] | |
| Stockholder's Equity | Stockholder’s Equity Common Stock - The authorized common stock of the Company includes up to 400,000,000 30,000,000 22,858,626 22,700,592 Preferred Stock - The authorized preferred stock of the Company includes up to 1,000,000 |
Subsequent Events
| Subsequent Events | 9 Months Ended |
| Sep. 30, 2016 | |
| Subsequent Events [Abstract] | |
| Subsequent Events | 9. Subsequent Events Special Meeting On October 6, 2016, the Company held a special meeting of stockholders public warrantholders (“Special Meeting”). Following the approval of the proposals at the Special Meeting, the Company filed an amendment to its amended and restated certificate of incorporation to: (i) extend the date by which it must complete an Initial Business Combination to (a) October 1, 2017 or (b) if prior to October 1, 2017, the Company publicly discloses that an extension past October 1, 2017 will not prevent the Company from maintaining the listing of its securities on NASDAQ, December 31, 2017 (“Extension”), and (ii) to change the Company’s name from “AR Capital Acquisition Corp.” to “Axar Acquisition Corp.” At the Special Meeting, shareholders holding 21,493,889 215 10.00 On October 7, 2016, following approval of the proposals at the Special Meeting, the Company amended the warrant agreements for all of the 12,000,000 0.15 1.8 11.50 12.50 In addition, the Company’s Board of Directors declared a dividend on the Company’s common stock consisting of one-half of one warrant per share of common stock, with each whole warrant exercisable to purchase one share of common stock at $12.50 per share The New Warrants will not be exercisable until the later of (i) the date that is 30 days after the first date on which the Company completes an Initial Business Combination and (ii) October 17, 2017. 1,253,055 Agreements with Sponsor P ursuant to the agreement by and among the Company in October 2016 (“Transfer Agreement”), ARC, the Company’s former sponsor (ARC), transferred all of its Founder Shares (as defined in Note 4) and Private Placement Warrants to the Company’s Sponsor, Axar Master Fund Ltd. Upon consummation of the Initial Business Combination, the Sponsor agreed to automatically forfeit, for no consideration, a number of Founder Shares equal to the excess of (if positive) (a) 6,000,000 over (b) 25% of the sum of (i) total Public Shares outstanding plus (ii) the excess of (x) the total number of shares of common stock issued or deemed issued, or issuable upon the conversion of exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with the consummation of the Initial Business Combination, excluding any shares of common stock or equity-linked securities exercisable for or convertible into shares of common stock issued, or to be issued, to any seller in the Initial Business Combination or the Sponsor and its affiliates, over (y) the total number of Public Shares redeemed in connection with the Business Combination. No Founder Shares should be forfeited if sum of the forgoing (a) and (b) is equal to or less than zero. Effective upon the closing of the Transfer Agreement, (i) Andrew Axelrod was appointed as Chief Executive Officer and Executive Chairman of the Board of Directors, Lionel Benichou was appointed as Chief Financial Officer, and (ii) Nicholas S. Schorsch, Nicholas Radesca and William Kahane each resigned from their positions as officers and directors of the Company. Also on October 7, 2016, ARC agreed to terminate its Compensation Reimbursement Agreement with the Company and agreed that all amounts owed under such arrangements, or approximately $ 50,000 770,000 Pursuant to the Transfer Agreement, the Sponsor agreed to lend the Company on January 1, 2017 and on the first business day of each of the following three fiscal quarters commencing thereafter (or, if the Extension date is October 1, 2017, the following two fiscal quarters commencing thereafter) approximately $ 125,300 2 |
Significant Accounting Polici16
| Significant Accounting Policies (Policies) | 9 Months Ended |
| Sep. 30, 2016 | |
| Accounting Policies [Abstract] | |
| Basis of Presentation | Basis of Presentation The accompanying unaudited interim financial statements of the Company should be read in conjunction with the audited financial statements and notes thereto included in the Company’s Annual Report on Form 10-K filed with the SEC on February 19, 2016. The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 and Article 10 of Regulation S-X. Accordingly, since they are interim statements, the accompanying financial statements do not include all of the information and notes required by U.S. GAAP for a complete financial statement presentation. In the opinion of management, the interim financial statements reflect all adjustments (consisting of normal, recurring adjustments) that are necessary for a fair presentation of the financial position, results of operations and cash flows for the periods presented. Interim results are not necessarily indicative of results for a full year. |
| Emerging Growth Company | Emerging Growth Company Section 102(b)(1) of the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”) permits emerging growth companies to delay complying with new or revised financial accounting standards that do not yet apply to private companies (that is, those that have not had a Securities Act of 1933, as amended (the “Securities Act”), registration statement declared effective or do not have a class of securities registered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). 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 comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. |
| Investments Held in Trust Account | The amounts held in the Trust Account represent substantially all of the proceeds of the Public Offering and are classified as restricted assets since such amounts can only be used by the Company in connection with the consummation of an Initial Business Combination. As of September 30, 2016, there was approximately $ 202,000 |
| Going Concern Consideration | Going Concern Consideration If the Company does not complete an Initial Business Combination by Liquidation Date, 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 100 100,000 There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless if the Company fails to complete an Initial Business Combination within the required time period. |
| Net Loss Per Common Share | Net Loss Per Common Share Net loss per common share is computed by dividing net loss applicable to common stockholders by the weighted average number of common shares outstanding during the period, plus to the extent dilutive, the incremental number of shares of common stock to settle warrants, as calculated using the treasury stock method. As the Company reported a net loss for the three and nine months ended September 30, 2016, the effect of the 12,000,000 6,550,000 22,858,626 22,723,498 |
| Fair Value of Financial Instruments | The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented on the Company’s accompanying Condensed Balance Sheets. |
| Offering Costs | The Company complies with the requirements of FASB ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A - “Expenses of Offering”. Offering costs consist principally of professional and registration fees incurred in connection with the Public Offering and that were charged to stockholders’ equity. Upon the consummation of the Public Offering, an aggregate of $ 13.3 4.8 8.4 2.64 |
| Redeemable Common Stock | Common Stock Subject to Possible Redemption Under the Company’s amended and restated certificate of incorporation, all of the 24,000,000 Public Shares may be redeemed for cash in connection with the Company’s liquidation or a tender offer or stockholder approval in connection with an Initial Business Combination. In accordance with FASB ASC 480, redemption provisions not solely within the control of the Company require the security to be classified outside of permanent equity. Ordinary liquidation events, which involve the redemption and liquidation of all of the entity’s equity instruments, are excluded from the provisions of FASB ASC 480. Although the Company did not specify a maximum redemption threshold, its charter provides that in no event will it redeem the common stock sold as part of the units in the Public Offering in an amount that would cause its net tangible assets (stockholders’ equity) to be less than $ 5,000,001 The Company recognizes changes in redemption value immediately as they occur and will adjust the carrying value of the security to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable common stock shall be affected by charges against additional paid-in capital in accordance with ASC 480. Accordingly, at September 30, 2016 and December 31, 2015, 22,858,626 22,700,592 24,000,000 |
| Income Taxes | Income Taxes The Company complies with the accounting and reporting requirements of FASB ASC 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. A valuation allowance is established when necessary to reduce deferred tax assets when it is determined that it is more likely than not that some portion of the deferred tax asset will not be realized. FASB Interpretation No. 48, “Accounting for Uncertainty in Income Taxes” (“FIN 48”) (now incorporated into FASB ASC 740, Income Taxes), sets out a consistent framework to determine the appropriate level of tax reserves to maintain for uncertain tax positions. This interpretation uses a two-step approach wherein a tax benefit or expense is recognized if a position is more-likely-than-not to be sustained upon examination by taxing authorities. The amount of the benefit or expense is then measured to be the highest tax benefit or expense that is greater than 50% likely to be realized. Based on its analysis, the Company has determined that it has no unrecognized tax benefits or expenses as of September 30, 2016. The Company’s conclusion may be subject to review and adjustment at a later date based on factors including, but not limited to, on-going analyses of and changes to tax laws, regulations and interpretations thereof. The Company recognizes interest and penalties related to unrecognized tax benefits in interest expense and other expenses, respectively. No interest expense or penalties have been recognized as of September 30, 2016. The Company files an income tax return in the U.S. federal jurisdiction, and may file income tax returns in various U.S. states and foreign jurisdictions. The Company may be subject to potential examination by U.S. federal, U.S. states or foreign jurisdiction authorities in the areas of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with U.S. federal, U.S. state and foreign tax laws. The Company is subject to income tax examinations by Federal, state and local taxing authorities for all tax years since inception. Management is currently unaware of any issues under review that could result in significant payments, accruals or material deviations from its position. The provision of income taxes was deemed to be immaterial for the period ended December 31, 2015. For the three and nine months ended September 30, 2016, the effective rate was 0% due to the establishment of a full valuation allowance. |
| Recent Accounting Pronouncements | Management does not believe that any other recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying financial statements. |
Related Party Transactions (Tab
| Related Party Transactions (Tables) | 9 Months Ended |
| Sep. 30, 2016 | |
| Related Party Transactions [Abstract] | |
| Related Party Ownership | Ownership of Founder Shares Independent Total Founder ARC Directors Shares Sale of common stock to initial stockholder on August 1, 2014 8,625,000 8,625,000 Forfeiture of shares on October 1, 2014 (1) (1,725,000) (1,725,000) Sale of Founder Shares to Company’s independent directors on October 1, 2014 (60,000) 60,000 Forfeiture of shares on December 5, 2014 (2) (892,173) (7,827) (900,000) 5,947,827 52,173 6,000,000 In connection with a reduction in the size of the Public Offering, ARC forfeited 1,725,000 (2) As a result of the underwriters’ election not to exercise the over-allotment option in connection with the Public Offering, the initial stockholders forfeited an aggregate of 900,000 |
Fair Value Measurements (Tables
| Fair Value Measurements (Tables) | 9 Months Ended |
| Sep. 30, 2016 | |
| Fair Value Disclosures [Abstract] | |
| Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis | The following table presents information about the Company’s assets that are measured at fair value on a recurring basis as of September 30, 2016 and December 31, 2015, and indicates the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value. In general, fair values determined by Level 1 inputs utilize quoted prices (unadjusted) in active markets for identical assets or liabilities. Fair values determined by Level 2 inputs utilize data points that are observable such as quoted prices, interest rates and yield curves. Fair values determined by Level 3 inputs are unobservable data points for the asset or liability, and includes situations where there is little, if any, market activity for the asset or liability: Quoted Prices in Significant Other Significant Other Active Markets Observable Unobservable Description September 30, 2016 (Level 1) Inputs (Level 2) Inputs (Level 3) Assets: Money market funds held in Trust Account $ 240,202,043 $ 240,202,043 $ $ Quoted Prices in Significant Other Significant Other Active Markets Observable Unobservable Description December 31, 2015 (Level 1) Inputs (Level 2) Inputs (Level 3) Assets: Money market funds held in Trust Account $ 240,018,972 $ 240,018,972 $ $ |
Organization and Business Ope19
| Organization and Business Operations (Details Textual) - USD ($) | 1 Months Ended | 9 Months Ended | ||
| Oct. 31, 2014 | Sep. 30, 2016 | Oct. 07, 2014 | Aug. 01, 2014 | |
| Debt Instrument [Line Items] | ||||
| Aggregate fair market value | 80.00% | |||
| Required asset minimum | $ 5,000,001 | |||
| Proceeds from sale of trust assets to pay expenses | $ 100,000 | |||
| Unsecured Debt | ||||
| Debt Instrument [Line Items] | ||||
| Debt amount | $ 79,702 | |||
| IPO | ||||
| Debt Instrument [Line Items] | ||||
| Share price (in dollars per share) | $ 10 | $ 10 | ||
| Proceeds from issuance | $ 240,000,000 | |||
| Closing of public offering requirement | 24 months | |||
| Stock Issued During Period, Value, New Issues | $ 240,000,000 | |||
| Payments for Underwriting Expense | $ 4,800,000 | |||
| Stock Issued During Period, Shares, New Issues | 24,000,000 | |||
| Payments of Stock Issuance Costs | $ 13,300,000 | |||
| Payments for Other Fees | 8,400,000 | |||
| Private Placement [Member] | Warrant | ||||
| Debt Instrument [Line Items] | ||||
| Proceeds from issuance of private placement | $ 6,550,000 | |||
| Share price (in dollars per share) | $ 1 | |||
| Stock Issued During Period, Shares, New Issues | 6,550,000 |
Significant Accounting Polici20
| Significant Accounting Policies (Details Textual) - USD ($) | 1 Months Ended | 3 Months Ended | 9 Months Ended | ||||
| Oct. 31, 2014 | Sep. 30, 2016 | Sep. 30, 2016 | Sep. 30, 2015 | Jan. 31, 2016 | Dec. 31, 2015 | Oct. 07, 2014 | |
| Class of Stock [Line Items] | |||||||
| Percentage of common stock to be redeemed in event of liquidation | 100.00% | 100.00% | |||||
| Maximum amount to pay dissolution expenses | $ 100,000 | $ 100,000 | |||||
| Antidilutive securities (in shares) | 22,858,626 | 22,723,498 | |||||
| Maximum redemption threshold of net tangible assets | $ 5,000,001 | $ 5,000,001 | |||||
| Common stock, subject to redemption (in shares) | 22,858,626 | 22,858,626 | 22,700,592 | ||||
| Investment Income, Interest | $ 290,574 | $ 6,639 | |||||
| Effective Income Tax Rate Reconciliation, Percent | 0.00% | 0.00% | |||||
| Underwriter [Member] | |||||||
| Class of Stock [Line Items] | |||||||
| Deferred Offering Costs | $ 2,640,000 | ||||||
| Trust Account [Member] | |||||||
| Class of Stock [Line Items] | |||||||
| Investment Income, Interest | $ 202,000 | ||||||
| IPO | |||||||
| Class of Stock [Line Items] | |||||||
| Common stock, subject to redemption (in shares) | 24,000,000 | 24,000,000 | |||||
| Payments of Stock Issuance Costs | $ 13,300,000 | ||||||
| Payments for Underwriting Expense | 4,800,000 | ||||||
| Payments for Other Fees | $ 8,400,000 | ||||||
| Deferred Offering Costs | $ 2,640,000 | $ 2,640,000 | |||||
| IPO | Underwriter [Member] | |||||||
| Class of Stock [Line Items] | |||||||
| Deferred Offering Costs | $ 5,760,000 | ||||||
| Warrant | |||||||
| Class of Stock [Line Items] | |||||||
| Antidilutive securities (in shares) | 12,000,000 | 12,000,000 | |||||
| Warrant | Sponsor | |||||||
| Class of Stock [Line Items] | |||||||
| Antidilutive securities (in shares) | 6,550,000 | 6,550,000 | |||||
Public Offering (Details Textua
| Public Offering (Details Textual) - USD ($) $ / shares in Units, $ in Thousands | Oct. 07, 2016 | Oct. 31, 2014 | Sep. 30, 2016 | Jan. 31, 2016 | Dec. 31, 2015 | Oct. 07, 2014 |
| Related Party Transactions [Abstract] | ||||||
| Common stock, par value per share (in dollars per share) | $ 0.0001 | $ 0.0001 | ||||
| Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 12.50 | |||||
| Public Warrants [Member] | ||||||
| Related Party Transactions [Abstract] | ||||||
| Class of Warrant or Right, Outstanding | 12,000,000 | |||||
| Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.15 | |||||
| Stock Issued During Period, Value, Conversion of Units | $ 1,800 | |||||
| Underwriter | ||||||
| Related Party Transactions [Abstract] | ||||||
| Deferred offering costs | $ 2,640 | |||||
| IPO | ||||||
| Related Party Transactions [Abstract] | ||||||
| Share price (in dollars per share) | $ 10 | 10 | ||||
| Common stock, par value per share (in dollars per share) | 0.0001 | |||||
| Expense related to distribution or servicing and underwriting fees (in dollars per share) | 0.20 | |||||
| Expense related to distribution or servicing and underwriting fees | $ 4,800 | |||||
| Deferred offering costs | $ 2,640 | |||||
| Public offering, discounted underwriting per unit | $ 0.35 | |||||
| Payments of Stock Issuance Costs | 13,300 | |||||
| Payments for Underwriting Expense | 4,800 | |||||
| Payments for Other Fees | $ 8,400 | |||||
| Stock Issued During Period, Shares, New Issues | 24,000,000 | |||||
| Stock Issued During Period, Value, New Issues | $ 240,000 | |||||
| IPO | Underwriter | ||||||
| Related Party Transactions [Abstract] | ||||||
| Deferred offering costs | $ 5,760 | |||||
| IPO | RCS Capital | ||||||
| Related Party Transactions [Abstract] | ||||||
| Deferred offering costs | $ 2,640 |
Related Party Transactions (Det
| Related Party Transactions (Details) - shares | Dec. 05, 2014 | Oct. 01, 2014 | Aug. 01, 2014 | Sep. 30, 2016 | Dec. 31, 2015 | ||
| Related Party Transaction [Line Items] | |||||||
| Common stock, shares outstanding (in shares) | 7,141,374 | 7,299,408 | |||||
| Sponsor | |||||||
| Related Party Transaction [Line Items] | |||||||
| Common stock, shares outstanding (in shares) | 5,947,827 | (60,000) | 8,625,000 | ||||
| Forfeited shares (in shares) | (892,173) | [1] | (1,725,000) | [2] | |||
| Common stock, shares outstanding (in shares) | 5,947,827 | ||||||
| Independent Directors | |||||||
| Related Party Transaction [Line Items] | |||||||
| Common stock, shares outstanding (in shares) | 60,000 | 0 | |||||
| Forfeited shares (in shares) | (7,827) | [1] | 0 | [2] | |||
| Common stock, shares outstanding (in shares) | 52,173 | ||||||
| Total Founder Shares | |||||||
| Related Party Transaction [Line Items] | |||||||
| Common stock, shares outstanding (in shares) | 0 | 8,625,000 | |||||
| Forfeited shares (in shares) | (900,000) | [1] | (1,725,000) | [2] | |||
| Common stock, shares outstanding (in shares) | 6,000,000 | ||||||
| [1] | As a result of the underwriters’ election not to exercise the over-allotment option in connection with the Public Offering, the initial stockholders forfeited an aggregate of 900,000 Founder Shares. | ||||||
| [2] | In connection with a reduction in the size of the Public Offering, ARC forfeited 1,725,000 Founder Shares. | ||||||
Related Party Transactions (D23
| Related Party Transactions (Details Textual) - USD ($) | Oct. 07, 2016 | Dec. 05, 2014 | Oct. 07, 2014 | Oct. 01, 2014 | Sep. 08, 2014 | Aug. 01, 2014 | Oct. 31, 2014 | Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | Oct. 06, 2016 | Dec. 31, 2015 | Oct. 08, 2014 | ||
| Related Party Transaction [Line Items] | ||||||||||||||||
| Common stock, shares outstanding (in shares) | 7,141,374 | 7,141,374 | 7,299,408 | |||||||||||||
| Class of warrant or right, exercise price of warrants or rights (in dollars per share) | $ 12.50 | |||||||||||||||
| Common stock held in trust | $ 4,300,000 | |||||||||||||||
| Promissory note to affiliate | $ 200,000 | |||||||||||||||
| Franchise tax payable | $ 79,702 | $ 27,000 | $ 27,000 | $ 116,877 | ||||||||||||
| Administrative fee | 0 | $ 30,000 | 0 | $ 90,000 | ||||||||||||
| Compensation reimbursement fee | $ 45,000 | $ 45,000 | $ 135,000 | $ 135,000 | ||||||||||||
| Subsequent Event [Member] | ||||||||||||||||
| Related Party Transaction [Line Items] | ||||||||||||||||
| Sale of stock, price per share (in dollars per share) | $ 10 | |||||||||||||||
| Sponsor | ||||||||||||||||
| Related Party Transaction [Line Items] | ||||||||||||||||
| Common stock, shares outstanding (in shares) | 5,947,827 | (60,000) | 8,625,000 | |||||||||||||
| Proceeds from sale of common stock to initial stockholder | $ 25,000 | |||||||||||||||
| Sale of stock, price per share (in dollars per share) | $ 0.003 | |||||||||||||||
| Public offering, forfeited shares | 892,173 | [1] | 1,725,000 | [2] | ||||||||||||
| Common stock sold, founders shares | 20,000 | |||||||||||||||
| Common stock, shares outstanding (in shares) | 5,947,827 | 5,947,827 | ||||||||||||||
| Percentage of shares outstanding | 20.00% | |||||||||||||||
| Trading period allowed after business combination | 1 year | |||||||||||||||
| Common stock, conversion basis, cash payout | $ 12 | |||||||||||||||
| Trading period for initial stockholders commencing date | 20 days | |||||||||||||||
| Trading day period commencing after business combination | 30 days | |||||||||||||||
| Period after initial business combination for initial business trading | 150 days | |||||||||||||||
| Temporary equity, shares authorized | 6,550,000 | |||||||||||||||
| Class of warrant or right, exercise price of warrants or rights (in dollars per share) | $ 1 | |||||||||||||||
| Proceeds from warrant exercises | $ 6,550,000 | |||||||||||||||
| Due to affiliate | $ 88,800 | |||||||||||||||
| Sponsor | Subsequent Event [Member] | ||||||||||||||||
| Related Party Transaction [Line Items] | ||||||||||||||||
| Debt Conversion, Converted Instrument, Amount | $ 50,000 | |||||||||||||||
| Total Founder Shares | ||||||||||||||||
| Related Party Transaction [Line Items] | ||||||||||||||||
| Common stock, shares outstanding (in shares) | 0 | 8,625,000 | ||||||||||||||
| Public offering, forfeited shares | 900,000 | [1] | 1,725,000 | [2] | ||||||||||||
| Common stock, shares outstanding (in shares) | 6,000,000 | 6,000,000 | ||||||||||||||
| IPO | ||||||||||||||||
| Related Party Transaction [Line Items] | ||||||||||||||||
| Common stock, shares outstanding (in shares) | 24,000,000 | |||||||||||||||
| Sale of stock, price per share (in dollars per share) | $ 10 | $ 10 | $ 10 | |||||||||||||
| Shares Forfeited by Founder | Sponsor | ||||||||||||||||
| Related Party Transaction [Line Items] | ||||||||||||||||
| Common stock, shares outstanding (in shares) | 6,000,000 | |||||||||||||||
| Shares Forfeited by Founder | Total Founder Shares | ||||||||||||||||
| Related Party Transaction [Line Items] | ||||||||||||||||
| Public offering, forfeited shares | 900,000 | |||||||||||||||
| Office Space, Utilities, Secretarial Support and Administrative Services | IPO | Affiliated Entity | ||||||||||||||||
| Related Party Transaction [Line Items] | ||||||||||||||||
| Administrative fees expense | $ 10,000 | |||||||||||||||
| Reimbursement for Compensation | IPO | Affiliated Entity | ||||||||||||||||
| Related Party Transaction [Line Items] | ||||||||||||||||
| Administrative fees expense | $ 15,000 | |||||||||||||||
| Shares Forfeited by David Gong | Sponsor | ||||||||||||||||
| Related Party Transaction [Line Items] | ||||||||||||||||
| Common stock, shares outstanding (in shares) | 17,391 | |||||||||||||||
| Sponsor shares forfeited (in shares) | 2,609 | |||||||||||||||
| Shares Forfeited by Sponsor | Sponsor | ||||||||||||||||
| Related Party Transaction [Line Items] | ||||||||||||||||
| Sponsor shares forfeited (in shares) | 892,173 | |||||||||||||||
| Warrant | Sponsor | ||||||||||||||||
| Related Party Transaction [Line Items] | ||||||||||||||||
| Period after initial business combination for initial business trading | 30 days | |||||||||||||||
| [1] | As a result of the underwriters’ election not to exercise the over-allotment option in connection with the Public Offering, the initial stockholders forfeited an aggregate of 900,000 Founder Shares. | |||||||||||||||
| [2] | In connection with a reduction in the size of the Public Offering, ARC forfeited 1,725,000 Founder Shares. | |||||||||||||||
Deferred Underwriting Commiss24
| Deferred Underwriting Commissions (Details Textual) $ in Thousands | Sep. 30, 2016USD ($) |
| Deferred Underwriting Commissions and Advisory Fees Required to Be Repaid | $ 5,760 |
| Deferred Underwriting Commissions and Advisory Fees Required to Be Repaid, Percentage of Gross Proceeds | 0.00% |
Trust Account (Details Textual)
| Trust Account (Details Textual) - USD ($) | 3 Months Ended | 9 Months Ended | ||
| Sep. 30, 2016 | Sep. 30, 2016 | Sep. 30, 2015 | Dec. 31, 2015 | |
| Payments to acquire restricted investments | $ 240,000,000 | |||
| Cash and marketable securities held in Trust Account | $ 240,200,000 | 240,200,000 | $ 240,000,000 | |
| Withdrawal of Trust Account funds for payment of Delaware franchise tax | $ 0 | $ 107,503 | $ 0 | |
Fair Value Measurements (Detail
| Fair Value Measurements (Details) - Fair Value, Measurements, Recurring [Member] - USD ($) | Sep. 30, 2016 | Dec. 31, 2015 |
| Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
| Money market funds held in Trust Account | $ 240,202,043 | $ 240,018,972 |
| Quoted Prices in Active Markets (Level 1) | ||
| Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
| Money market funds held in Trust Account | 240,202,043 | 240,018,972 |
| Significant Other Observable Inputs (Level 2) | ||
| Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
| Money market funds held in Trust Account | 0 | 0 |
| Significant Other Unobservable Inputs (Level 3) | ||
| Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
| Money market funds held in Trust Account | $ 0 | $ 0 |
Stockholder's Equity (Details T
| Stockholder's Equity (Details Textual) | Sep. 30, 2016shares | Dec. 31, 2015shares |
| Common stock, shares authorized (in shares) | 400,000,000 | 400,000,000 |
| Common stock, subject to redemption (in shares) | 22,858,626 | 22,700,592 |
| Preferred stock, shares authorized (in shares) | 1,000,000 | 1,000,000 |
| Preferred stock, shares issued (in shares) | 0 | 0 |
| Preferred stock, shares outstanding (in shares) | 0 | 0 |
| Common Stock [Member] | ||
| Common stock, shares authorized (in shares) | 400,000,000 | 400,000,000 |
| Votes per share | 1 | |
| Common stock and temporary equity, shares, outstanding (in shares) | 30,000,000 | 30,000,000 |
| Common stock, subject to redemption (in shares) | 22,858,626 | 22,700,592 |
| Preferred Stock [Member] | ||
| Preferred stock, shares authorized (in shares) | 1,000,000 | 1,000,000 |
| Preferred stock, shares issued (in shares) | 0 | 0 |
| Preferred stock, shares outstanding (in shares) | 0 | 0 |
Subsequent Events (Details Text
| Subsequent Events (Details Textual) - USD ($) | Oct. 07, 2016 | Oct. 06, 2016 | Oct. 31, 2016 | Sep. 30, 2016 | Oct. 07, 2014 | Aug. 01, 2014 |
| Subsequent Event [Line Items] | ||||||
| Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 12.50 | |||||
| January 01, 2017 [Member] | ||||||
| Subsequent Event [Line Items] | ||||||
| Assets Held-in-trust, Current | $ 125,300 | |||||
| Investor [Member] | ||||||
| Subsequent Event [Line Items] | ||||||
| Share Price | $ 0.003 | |||||
| Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 1 | |||||
| Public Warrants [Member] | ||||||
| Subsequent Event [Line Items] | ||||||
| Class of Warrant or Right, Outstanding | 12,000,000 | |||||
| Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.15 | |||||
| Stock Issued During Period, Value, Conversion of Units | $ 1,800,000 | |||||
| Subsequent Event [Member] | ||||||
| Subsequent Event [Line Items] | ||||||
| Stock Repurchased During Period, Shares | 21,493,889 | |||||
| Payments for Repurchase of Initial Public Offering | $ 215,000,000 | |||||
| Share Price | $ 10 | |||||
| Class of Warrant Or Right, Exercisable Period, Description | The New Warrants will not be exercisable until the later of (i) the date that is 30 days after the first date on which the Company completes an Initial Business Combination and (ii) October 17, 2017. | |||||
| Dividend Declared, Description | In addition, the Companys Board of Directors declared a dividend on the Companys common stock consisting of one-half of one warrant per share of common stock, with each whole warrant exercisable to purchase one share of common stock at $12.50 per share | |||||
| Class Of Warrant Or Right, Warrant issued | 1,253,055 | |||||
| Working Capital Provided By Sponsor | $ 2,000,000 | |||||
| Subsequent Event [Member] | Investor [Member] | ||||||
| Subsequent Event [Line Items] | ||||||
| Debt Conversion, Converted Instrument, Amount | $ 50,000 | |||||
| Proceeds from Contributed Capital | $ 770,000 | |||||
| Subsequent Event [Member] | Shares Forfeited by Founder [Member] | ||||||
| Subsequent Event [Line Items] | ||||||
| Number Of Share Forfeited, Description | (a) 6,000,000 over (b) 25% of the sum of (i) total Public Shares outstanding plus (ii) the excess of (x) the total number of shares of common stock issued or deemed issued, or issuable upon the conversion of exercise of any equity-linked securities or rights issued or deemed issued, by the Company in connection with the consummation of the Initial Business Combination, excluding any shares of common stock or equity-linked securities exercisable for or convertible into shares of common stock issued, or to be issued, to any seller in the Initial Business Combination or the Sponsor and its affiliates, over (y) the total number of Public Shares redeemed in connection with the Business Combination. No Founder Shares should be forfeited if sum of the forgoing (a) and (b) is equal to or less than zero. | |||||
| Subsequent Event [Member] | Public Warrants [Member] | ||||||
| Subsequent Event [Line Items] | ||||||
| Class of Warrant or Right, Outstanding | 12,000,000 | |||||
| Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.15 | |||||
| Stock Issued During Period, Value, Conversion of Units | $ 1,800,000 | |||||
| Subsequent Event [Member] | Private Warrants [Member] | Minimum [Member] | ||||||
| Subsequent Event [Line Items] | ||||||
| Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 11.50 | |||||
| Subsequent Event [Member] | Private Warrants [Member] | Maximum [Member] | ||||||
| Subsequent Event [Line Items] | ||||||
| Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 12.50 |