Axar Acquisition (AXAR) 10-K 14 Mar 17 2016 FY Annual report Financial data

Document And Entity Information

Document And Entity Information - USD ($)	12 Months Ended
	Dec. 31, 2016	Mar. 14, 2017	Jun. 30, 2016
Document Information [Line Items]
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
Document Type	10-K
Document Period End Date	Dec. 31, 2016
Document Fiscal Year Focus	2,016
Document Fiscal Period Focus	FY
Amendment Flag	false
Trading Symbol	AXAR
Entity Common Stock, Shares Outstanding		8,506,111
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Public Float			$ 238,320,000

BALANCE SHEETS

BALANCE SHEETS - USD ($)	Dec. 31, 2016	Dec. 31, 2015
Current assets:
Cash and cash equivalents	$ 200,003	$ 700,873
Prepaid expenses and other assets	100,120	0
Accounts receivable	0	2,817
Total current assets	300,123	703,690
Non-current assets:
Cash and marketable securities held in Trust Account	25,072,751	240,018,972
Total assets	25,372,874	240,722,662
Current liabilities:
Accrued expenses and accounts payable	45,409	135,937
Due to affiliates	0	63,919
Loan from related party	700,000	0
Franchise tax payable	0	116,877
Total current liabilities	745,409	316,733
Deferred underwriting commissions and advisory fees	5,760,000	8,400,000
Total liabilities	6,505,409	8,716,733
Commitments
Common stock subject to possible redemption; 1,386,746 and 22,700,592 shares (at redemption value of approximately $10.00 per share) as of December 31, 2016 and 2015, respectively	13,867,460	227,005,919
Stockholders’ Equity:
Perferred stock, $0.0001 par value, 1,000,000 authorized, none issued and oustanding	0	0
Common stock, $0.0001 par value, 19,000,000 and 400,000,000 shares authorized; 7,119,365 and 7,299,408 shares issued and outstanding (excluding 1,386,746 and 22,700,592 shares subject to possible redemption) at December 31, 2016 and 2015, respectively	712	730
Additional paid-in capital	7,745,492	6,276,986
Accumulated deficit	(2,746,199)	(1,277,706)
Total stockholders' equity	5,000,005	5,000,010
Total liabilities and stockholders' equity	$ 25,372,874	$ 240,722,662

BALANCE SHEETS (Parenthetical)

BALANCE SHEETS (Parenthetical) - $ / shares	Dec. 31, 2016	Dec. 31, 2015
Common stock, subject to redemption	1,386,746	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	19,000,000	400,000,000
Common stock, shares issued	7,119,365	7,299,408
Common stock, shares outstanding	7,119,365	7,299,408

STATEMENTS OF OPERATIONS

STATEMENTS OF OPERATIONS - USD ($)		12 Months Ended
		Dec. 31, 2016	Dec. 31, 2015
Revenues		$ 0	$ 0
Operating expenses:
General and administrative		1,638,151	981,974
Franchise tax		145,080	0
Total operating expenses		1,783,231	981,974
Loss from operations		(1,783,231)	(981,974)
Interest income		314,738	17,456
Net loss		$ (1,468,493)	$ (964,518)
Basic and diluted net loss per ordinary share (in dollars per share)	[1]	$ (0.21)	$ (0.13)
Weighted average shares outstanding, basic and diluted (in shares)		7,154,585	7,240,479
[1]	This number excludes an aggregate of up to 1,386,746 and 22,700,592 shares subject to conversion for the fiscal years ended December 31, 2016 and 2015, respectively

STATEMENTS OF OPERATIONS (Paren

STATEMENTS OF OPERATIONS (Parenthetical) - shares	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount	1,386,746	22,700,592

STATEMENTS OF CHANGES IN STOCKH

STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY - USD ($)		Total	Common Stock	Additional Paid-In Capital	Accumulated Deficit
Balance at Dec. 31, 2014		$ 5,000,010	$ 720	$ 5,312,478	$ (313,188)
Balance (in shares) at Dec. 31, 2014			7,203,238
Common stock subject to possible redemption		961,701	$ 10	961,691	0
Common stock subject to possible redemption (in shares)			96,170
Offering cost reimbursement		2,817	$ 0	2,817	0
Net loss		(964,518)	0	0	(964,518)
Balance at Dec. 31, 2015		5,000,010	$ 730	6,276,986	(1,277,706)
Balance (in shares) at Dec. 31, 2015			7,299,408
Reversal of deferred advisory fees		2,640,000	$ 0	2,640,000	0
Common stock subject to possible redemption	[1]	(1,990,789)	$ (18)	(1,990,771)	0
Common stock subject to possible redemption (in shares)	[1]		(180,043)
Conversion of accounts payable with former sponsor to equity		48,919	$ 0	48,919	0
Cash contribution from former sponsor		770,358	0	770,358	0
Net loss		(1,468,493)	0	0	(1,468,493)
Balance at Dec. 31, 2016		$ 5,000,005	$ 712	$ 7,745,492	$ (2,746,199)
Balance (in shares) at Dec. 31, 2016			7,119,365
[1]	Includes the effect of the redemption of shares on October 6, 2016, stockholders holding 21,493,889 public shares exercised their right to convert such public shares into a pro rata portion of the Trust Account (see Note 1).

STATEMENTS OF CHANGES IN STOCK7

STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (Parenthetical)	12 Months Ended
	Dec. 31, 2016shares
Shares possible for redemption	21,493,889
Common Stock
Shares possible for redemption	21,493,889

STATEMENTS OF CASH FLOWS

STATEMENTS OF CASH FLOWS - USD ($)	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015
Cash flows from operating activities:
Net loss	$ (1,468,493)	$ (964,518)
Adjustments to reconcile net loss to net cash used in operation activities:
Interest earned on cash and marketable securities held in Trust Account	(314,607)	(16,301)
Changes in operating assets and liabilities:
Prepaid expenses and other assets	(100,120)	28,133
Accounts payable and accrued expenses	(90,528)	76,016
Due to affiliates	(15,000)	(17,437)
Franchise tax payable	(116,877)	38,466
Net cash used in operating activities	(2,105,625)	(855,641)
Cash flows from investing activities:
Interest released from Trust Account	131,580	16,301
Trust Account proceeds invested	0	(16,301)
Withdrawal from Trust Account upon redemption of ordinary shares	215,129,248	0
Net cash provided by investing activities	215,260,828	0
Cash flows from financing activities:
Reimbursement of offering costs	2,817	0
Proceeds received from loan to related party	700,000	0
Cash contribution from former sponsor	770,358	0
Redemptions of common stock	(215,129,248)	0
Payment of offering costs	0	(13,700)
Net cash used in financing activities	(213,656,073)	(13,700)
Net decrease in cash and cash equivalents	(500,870)	(869,341)
Cash and cash equivalents - beginning	700,873	1,570,214
Cash and cash equivalents - ending	200,003	700,873
Supplemental disclosure of cash flow activities:
Cash paid for franchise taxes	188,877	142,139
Supplemental disclosure of noncash investing and financing activities:
Conversion of accounts payable with former sponsor to equity	48,919	0
Reversal of deferred underwriting commissions and advisory fees	2,640,000	0
Change in value of common stock subject to possible redemption	1,990,789	0
Receivable for offering costs	$ 0	$ 2,817

Organization and Business Opera

Organization and Business Operations	12 Months Ended
	Dec. 31, 2016
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Organization and Business Operations	1. 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 approval of the proposals at the Special Meeting in October 2016 (discussed below), Axar Master Fund Ltd., a Cayman Islands exempted company, became the Company’s new sponsor (the “Sponsor”). Effective upon the closing of the Transfer Agreement (as defined in Note 5) between the Sponsor and ARC, (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. 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 (“Business Combination”). The Company has neither engaged in any operations nor generated significant revenue to date. The Company is an "emerging growth company" as defined in Section 2(a) of the Securities Act of 1933, as amended of the "Securities Act" as modified by the Jumpstart Our Business Startups Act of 2012 (the "JOBS Act"). 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 Liquidation Date On October 6, 2016, the Company held a special meeting with stockholders and public warrant holders (“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 (“Extension”) 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 (“Liquidation Date”) and (ii) to change the Company’s name from “AR Capital Acquisition Corp.” to “Axar Acquisition Corp.” If the Company does not complete the initial Business Combination by the Liquidation Date, it shall (i) cease all operations except for the purposes of winding up; (ii) as promptly as reasonably possible, but not more than ten business days thereafter, redeem 100% of the public shares at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to the Company to pay franchise and income taxes (less up to $ 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. Trust Account An aggregate of $ 240 10.00 At the Special Meeting, stockholders holding 21,493,889 Public Shares exercised their right to redeem such Public Shares for a pro rata portion of the Trust Account. As a result, an aggregate of approximately $215 million (or approximately $ 10.00 10.00 125,000 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 prior to the Liquidation Date. 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 In connection with an initial Business Combination, the Company 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, 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 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 Liquidity and Going Concern The Company will only have until the Liquidation Date to complete the Initial Business Combination. This mandatory liquidation and subsequent dissolution raises substantial doubt about the Company’s ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after the Liquidation Date. In the event of such liquidation, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be less than the Initial Public Offering price per Unit in the Public Offering.

Significant Accounting Policies

Significant Accounting Policies	12 Months Ended
	Dec. 31, 2016
Accounting Policies [Abstract]
Significant Accounting Policies	2. Significant Accounting Policies The accompanying financial statements are presented in U.S. dollars and have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) and pursuant to the accounting and disclosure rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”). In connection with the Company’s assessment of going concern considerations in accordance with ASU 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern”, as of December 31, 2016, the Company does not have sufficient liquidity to meet its current obligations. However, management has determined that the Company’s access to funds from the Sponsor entity are sufficient to fund the working capital needs of the Company until the earlier of the consummation of the Proposed Public Offering or one year from the date of issuance of these financial statements. 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 and to pay its tax obligation. During the year ended December 31, 2016, an aggregate of approximately $ 132,000 202,000 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 years ended December 31, 2016 and 2015, the effect of the 12,000,000 6,550,000 1,386,746 22,700,592 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 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 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, “ Distinguishing Liabilities from Equity 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 December 31, 2016 and December 31, 2015, 1,386,746 22,700,592 The Company complies with the accounting and reporting requirements of FASB ASC 740, “ Income Taxes Accounting for Uncertainty in Income Taxes Based on the Company’s evaluation, it has been concluded that there are no significant uncertain tax positions requiring recognition in the Company’s financial statements. The Company’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 December 31, 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, 2016 and 2015. In August 2014, FASB issued ASU 2014-15, "Presentation of Financial Statements—Going Concern" (Subtopic 205-40): Disclosure of Uncertainties about an Entity's Ability to Continue as a Going Concern. ASU 2014-15 provides guidance on management's responsibility to evaluate whether there is a substantial doubt about an organization's ability to continue as a going concern and to provide related footnote disclosures. For each reporting period, management will be required to evaluate whether there are conditions or events that raise substantial doubt about a company's ability to continue as a going concern within one year from the date the financial statements are issued. The amendments in ASU 2014-15 are effective for annual reporting periods ending after December 15, 2016 and for annual and interim periods thereafter. Early adoption is permitted. The Company has adopted the methodologies prescribed by ASU 2014-15. 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. The Company evaluates subsequent events and transactions that occur after the 2016 Balance Sheet date up to the date these financial statements were available to be issued. Based on the evaluation, the Company did not identify any subsequent event that would have required adjustment or disclosure in the financial statements.

Public Offering

Public Offering	12 Months Ended
	Dec. 31, 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 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

Warrant Dividends

Warrant Dividends	12 Months Ended
	Dec. 31, 2016
Warrant Dividends [Abstract]
Warrant Dividends [Text Block]	4. Warrant Dividends On October 7, 2016, following approval of the proposals at the Special Meeting, 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

Related Party Transactions

Related Party Transactions	12 Months Ended
	Dec. 31, 2016
Related Party Transactions [Abstract]
Related Party Transactions	5. 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 Private Placement Warrants On October 7, 2014, ARC purchased from the Company an aggregate of 6,550,000 1.00 6.55 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. Agreements with Sponsor Pursuant to the agreement by and among the Company in October 2016 (“Transfer Agreement”), ARC transferred all of its Founder Shares 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) of (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. Loans from Related Parties ARC agreed to loan the Company up to an aggregate of $ 200,000 79,702 88,800 770,000 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 2 700,000 125,305 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 0 120,000 Compensation Reimbursement Agreement On October 1, 2014, the Company entered into an agreement to pay ARC an amount not to exceed $ 15,000 135,000 180,000 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 under the Securities Act. 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 20 30 150 30

Deferred Underwriting Commissio

Deferred Underwriting Commissions	12 Months Ended
	Dec. 31, 2016
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]
Deferred Underwriting Commissions	6. Deferred Underwriting Commissions The Company is committed to pay a portion of the Deferred Fees totaling $ 5.76 2.4

Fair Value Measurements

Fair Value Measurements	12 Months Ended
	Dec. 31, 2016
Fair Value Disclosures [Abstract]
Fair Value Measurements	7. 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. The following table presents information about the Company’s assets that are measured at fair value on a recurring basis as of December 31, 2016 and 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 December 31, 2016 (Level 1) Inputs (Level 2) Inputs (Level 3) Assets: Money market funds held in Trust Account $ 25,072,751 $ 25,072,751 $ - $ - 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 $ - $ -

Stockholders_ Equity

Stockholders’ Equity	12 Months Ended
	Dec. 31, 2016
Equity [Abstract]
Stockholder's Equity	8. Stockholders’ Equity Common Stock 400,000,000 19,000,000 At December 31, 2016 and 2015, there were 8,506,111 30,000,000 1,386,746 22,700,592 Preferred Stock 1,000,000

Income Taxes

Income Taxes	12 Months Ended
	Dec. 31, 2016
Income Tax Disclosure [Abstract]
Income Taxes	9. Income Taxes As of December 31, 2016 Deferred tax assets: Net operating loss carryovers $ 1,169,332 Total deferred tax assets 1,169,332 Valuation allowance (1,169,332) Deferred tax assets, net of allowance $ - For the Year Ended December 31, 2016 Federal Current $ - Deferred (499,288) State and Local Current - Deferred (125,997) Change in Valuation allowance 625,285 Income tax provision (benefit) $ - As of December 31, 2016, the Company had U.S. federal and state net operating loss carryovers (“NOLs”) of approximately $ 2.7 In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences representing net future deductible amounts become deductible. At December 31, 2015, the Company had a deferred tax asset of approximately $ 447,197 1.2 For the Year Ended December 31, 2016 Statutory federal income tax rate (34.0) % State and local taxes, net of federal benefit (8.6) % Change in valuation allowance 42.6 % Income tax provision (benefit) 0.0 %

Significant Accounting Polici18

Significant Accounting Policies (Policies)	12 Months Ended
	Dec. 31, 2016
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The accompanying financial statements are presented in U.S. dollars and have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) and pursuant to the accounting and disclosure rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”). In connection with the Company’s assessment of going concern considerations in accordance with ASU 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern”, as of December 31, 2016, the Company does not have sufficient liquidity to meet its current obligations. However, management has determined that the Company’s access to funds from the Sponsor entity are sufficient to fund the working capital needs of the Company until the earlier of the consummation of the Proposed Public Offering or one year from the date of issuance of these financial statements.
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	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 and to pay its tax obligation. During the year ended December 31, 2016, an aggregate of approximately $ 132,000 202,000
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 years ended December 31, 2016 and 2015, the effect of the 12,000,000 6,550,000 1,386,746 22,700,592
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 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 Balance Sheets.
Offering Costs	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
Common Stock Subject to Possible Redemption	Common Stock Subject to Possible Redemption Under the Company’s amended and restated certificate of incorporation, all of the 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, “ Distinguishing Liabilities from Equity 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 December 31, 2016 and December 31, 2015, 1,386,746 22,700,592
Income Taxes	Income Taxes The Company complies with the accounting and reporting requirements of FASB ASC 740, “ Income Taxes Accounting for Uncertainty in Income Taxes Based on the Company’s evaluation, it has been concluded that there are no significant uncertain tax positions requiring recognition in the Company’s financial statements. The Company’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 December 31, 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, 2016 and 2015.
Recent Accounting Pronouncements	Recent Accounting Pronouncements In August 2014, FASB issued ASU 2014-15, "Presentation of Financial Statements—Going Concern" (Subtopic 205-40): Disclosure of Uncertainties about an Entity's Ability to Continue as a Going Concern. ASU 2014-15 provides guidance on management's responsibility to evaluate whether there is a substantial doubt about an organization's ability to continue as a going concern and to provide related footnote disclosures. For each reporting period, management will be required to evaluate whether there are conditions or events that raise substantial doubt about a company's ability to continue as a going concern within one year from the date the financial statements are issued. The amendments in ASU 2014-15 are effective for annual reporting periods ending after December 15, 2016 and for annual and interim periods thereafter. Early adoption is permitted. The Company has adopted the methodologies prescribed by ASU 2014-15. 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.
Subsequent Events	Subsequent Events The Company evaluates subsequent events and transactions that occur after the 2016 Balance Sheet date up to the date these financial statements were available to be issued. Based on the evaluation, the Company did not identify any subsequent event that would have required adjustment or disclosure in the financial statements.

Fair Value Measurements (Tables

Fair Value Measurements (Tables)	12 Months Ended
	Dec. 31, 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 December 31, 2016 and 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 December 31, 2016 (Level 1) Inputs (Level 2) Inputs (Level 3) Assets: Money market funds held in Trust Account $ 25,072,751 $ 25,072,751 $ - $ - 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 $ - $ -

Income Taxes (Tables)

Income Taxes (Tables)	12 Months Ended
	Dec. 31, 2016
Income Tax Disclosure [Abstract]
Net deferred tax assets	The Company’s net deferred tax assets are as follows: As of December 31, 2016 Deferred tax assets: Net operating loss carryovers $ 1,169,332 Total deferred tax assets 1,169,332 Valuation allowance (1,169,332) Deferred tax assets, net of allowance $ -
Income tax provision (benefit)	The income tax provision (benefit) consists of the following: For the Year Ended December 31, 2016 Federal Current $ - Deferred (499,288) State and Local Current - Deferred (125,997) Change in Valuation allowance 625,285 Income tax provision (benefit) $ -
Statutory federal income tax rate to the Company’s effective tax rate	A reconciliation of the statutory federal income tax rate to the Company’s effective tax rate is as follows: For the Year Ended December 31, 2016 Statutory federal income tax rate (34.0) % State and local taxes, net of federal benefit (8.6) % Change in valuation allowance 42.6 % Income tax provision (benefit) 0.0 %

Organization and Business Ope21

Organization and Business Operations (Details Textual) - USD ($)	Oct. 07, 2016	Oct. 31, 2014	Dec. 31, 2016	Dec. 31, 2015	Oct. 07, 2014
Debt Instrument [Line Items]
Share price (in dollars per share)			$ 10	$ 10
Aggregate fair market value			80.00%
Required asset minimum			$ 5,000,001
Proceeds from sale of trust assets to pay expenses			100,000
Payments of Stock Issuance Costs			$ 0	$ 13,700
Payments for Other Fees	$ 8,400,000
Stock Repurchased During Period, Shares			21,493,889
Trust Account [Member]
Debt Instrument [Line Items]
Proceeds from sale of trust assets to pay expenses			$ 125,000
Payments for Repurchase of Initial Public Offering			$ 25,100,000
IPO
Debt Instrument [Line Items]
Share price (in dollars per share)			$ 10		$ 10
Proceeds from issuance			$ 240,000,000
Stock Issued During Period, Value, New Issues	240,000,000	$ 240,000,000
Payments for Underwriting Expense	$ 4,800,000	$ 4,800,000
Stock Issued During Period, Shares, New Issues	24,000,000	24,000,000
Payments of Stock Issuance Costs	$ 13,300,000	$ 13,300,000
Payments for Other Fees	$ 8,400,000	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
Public Shares [Member] | Trust Account [Member]
Debt Instrument [Line Items]
Payments for Repurchase of Initial Public Offering			$ 215,000,000

Significant Accounting Polici22

Significant Accounting Policies (Details Textual) - USD ($)	Oct. 07, 2016	Oct. 31, 2014	Dec. 31, 2016	Dec. 31, 2015	Jan. 31, 2016	Oct. 07, 2014
Class of Stock [Line Items]
Antidilutive securities (in shares)			1,386,746	22,700,592
Maximum redemption threshold of net tangible assets			$ 5,000,001
Common stock, subject to redemption (in shares)			1,386,746	22,700,592
Payments of Stock Issuance Costs			$ 0	$ 13,700
Payments for Other Fees	$ 8,400,000
Proceeds from Sale of Trust Assets to Pay Expenses			132,000
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]
Payments of Stock Issuance Costs	13,300,000	$ 13,300,000
Payments for Underwriting Expense	4,800,000	4,800,000
Payments for Other Fees	$ 8,400,000	$ 8,400,000
Deferred Offering Costs			$ 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 ($)	Oct. 07, 2016	Oct. 31, 2014	Dec. 31, 2016	Dec. 31, 2015	Jan. 31, 2016	Oct. 07, 2014
Related Party Transactions [Abstract]
Share price (in dollars per share)			$ 10	$ 10
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
Payments of Stock Issuance Costs			$ 0	$ 13,700
Payments for Other Fees	$ 8,400,000
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	$ 1,800,000
Underwriter
Related Party Transactions [Abstract]
Deferred offering costs					$ 2,640,000
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	4,800,000
Deferred offering costs			$ 2,640,000
Public offering, discounted underwriting per unit						$ 0.35
Payments of Stock Issuance Costs	13,300,000	$ 13,300,000
Payments for Underwriting Expense	4,800,000	4,800,000
Payments for Other Fees	$ 8,400,000	$ 8,400,000
Stock Issued During Period, Shares, New Issues	24,000,000	24,000,000
Stock Issued During Period, Value, New Issues	$ 240,000,000	$ 240,000,000
IPO | Underwriter
Related Party Transactions [Abstract]
Deferred offering costs						$ 5,760,000
IPO | RCS Capital
Related Party Transactions [Abstract]
Deferred offering costs						$ 2,640,000

Warrant Dividends (Details Text

Warrant Dividends (Details Textual)	Oct. 07, 2016shares
Class Of Warrant Or Right, Warrant issued	1,253,055
Dividend Declared, Description	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, 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.

Related Party Transactions (Det

Related Party Transactions (Details Textual) - USD ($)

Oct. 07, 2016

Dec. 04, 2014

Oct. 07, 2014

Oct. 01, 2014

Sep. 08, 2014

Aug. 01, 2014

Oct. 31, 2016

Oct. 31, 2014

Dec. 31, 2016

Dec. 31, 2015

Sep. 30, 2016

Oct. 08, 2014

Related Party Transaction [Line Items]

Sale of stock, price per share (in dollars per share)

$ 10

$ 10

Common stock, shares outstanding (in shares)

7,119,365

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

$ 0

$ 116,877

Administrative fee

0

120,000

Compensation reimbursement fee

135,000

$ 180,000

Assets Held-in-trust, Current

125,305

$ 125,300

Working Capital Provided By Sponsor

$ 2,000,000

Sponsor

Related Party Transaction [Line Items]

Common stock, shares outstanding (in shares)

5,947,827

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

1,725,000

Common stock sold, founders shares

20,000

Percentage of shares outstanding

20.00%

Trading period allowed after business combination

30 days

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

$ 700,000

$ 88,800

Debt Conversion, Converted Instrument, Amount

$ 50,000

Proceeds from Contributed Capital

$ 770,000

IPO

Related Party Transaction [Line Items]

Common stock, shares outstanding (in shares)

24,000,000

24,000,000

Sale of stock, price per share (in dollars per share)

$ 10

$ 10

Shares Forfeited by Founder

Related Party Transaction [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.

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

Deferred Underwriting Commiss26

Deferred Underwriting Commissions (Details Textual) $ in Thousands	Dec. 31, 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	2.40%

Fair Value Measurements (Detail

Fair Value Measurements (Details) - Fair Value, Measurements, Recurring [Member] - USD ($)	Dec. 31, 2016	Dec. 31, 2015
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Money market funds held in Trust Account	$ 25,072,751	$ 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	25,072,751	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

Stockholders_ Equity (Details T

Stockholders’ Equity (Details Textual) - shares	Dec. 31, 2016	Dec. 31, 2015
Common stock, shares authorized (in shares)	19,000,000	400,000,000
Common stock and temporary equity, shares, outstanding (in shares)	8,506,111	30,000,000
Common stock, subject to redemption (in shares)	1,386,746	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
Preferred Stock [Member]
Preferred stock, shares authorized (in shares)	1,000,000

Income Taxes (Details)

Income Taxes (Details)	Dec. 31, 2016USD ($)
Deferred tax assets:
Net operating loss carryovers	$ 1,169,332
Total deferred tax assets	1,169,332
Valuation allowance	(1,169,332)
Deferred tax assets, net of allowance	$ 0

Income Taxes (Details 1)

Income Taxes (Details 1)	12 Months Ended
	Dec. 31, 2016USD ($)
Federal
Current	$ 0
Deferred	(499,288)
State and Local
Current	0
Deferred	(125,997)
Change in Valuation allowance	625,285
Income tax provision (benefit)	$ 0

Income Taxes (Details 2)

Income Taxes (Details 2)	12 Months Ended
	Dec. 31, 2016
Effective Income Tax Rate Continuing Operations Tax Rate Reconciliation [Line Items]
Statutory federal income tax rate	34.00%
State and local taxes, net of federal benefit	(8.60%)
Change in valuation allowance	42.60%
Income tax provision (benefit)	0.00%

Income Taxes (Details Textual)

Income Taxes (Details Textual) - USD ($)	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015
Operating Loss Carryforwards	$ 2,700,000
Operating Loss Carryforwards, Expiration Date	Dec. 31, 2034
Deferred Tax Assets, Valuation Allowance	$ 1,169,332
Deferred Tax Assets Net Operating Loss And Startup Cost		$ 447,197