Axar Acquisition (AXAR) 10-Q 8 May 17 2017 Q1 Quarterly report Financial data

Document And Entity Information

Document And Entity Information - shares	3 Months Ended
	Mar. 31, 2017	May 08, 2017
Document Information [Line Items]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Mar. 31, 2017
Document Fiscal Year Focus	2,017
Document Fiscal Period Focus	Q1
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 ($)	Mar. 31, 2017	Dec. 31, 2016
Current assets:
Cash and cash equivalents	$ 277,541	$ 200,003
Prepaid expenses and other assets	59,750	100,120
Total current assets	337,291	300,123
Non-current assets:
Cash and marketable securities held in Trust Account	25,223,630	25,072,751
Total assets	25,560,921	25,372,874
Current liabilities:
Accounts payable and accrued expenses	118,515	45,409
Loan from related party	950,000	700,000
Franchise tax payable	5,250	0
Total current liabilities	1,073,765	745,409
Deferred underwriting commissions and advisory fees	5,760,000	5,760,000
Total liabilities	6,833,765	6,505,409
Commitments
Common stock subject to possible redemption; 1,363,870 and 1,386,746 shares (at redemption value of approximately $10.06 and $10.00 per share respectively) as of March 31, 2017 and December 31, 2016, respectively	13,727,147	13,867,460
Stockholders’ Equity:
Preferred stock, $0.0001 par value, 1,000,000 authorized, none issued and outstanding	0	0
Common stock, $0.0001 par value, 19,000,000 and 400,000,000 shares authorized; 7,142,241 and 7,119,365 shares issued and outstanding (excluding 1,363,870 and 1,386,746 shares subject to possible redemption) at March 31, 2017 and December 31, 2016, respectively	714	712
Additional paid-in capital	7,885,803	7,745,492
Accumulated deficit	(2,886,508)	(2,746,199)
Total stockholders' equity	5,000,009	5,000,005
Total liabilities and stockholders' equity	$ 25,560,921	$ 25,372,874

CONDENSED BALANCE SHEETS (Paren

CONDENSED BALANCE SHEETS (Parenthetical) - $ / shares	Mar. 31, 2017	Dec. 31, 2016
Common stock, subject to redemption	1,363,870	1,386,746
Common stock, redemption value (in dollars per share)	$ 10.06	$ 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	7,142,241	7,119,365
Common stock, shares outstanding	7,142,241	7,119,365

CONDENSED STATEMENTS OF OPERATI

CONDENSED STATEMENTS OF OPERATIONS - USD ($)		3 Months Ended
		Mar. 31, 2017	Mar. 31, 2016
Revenues		$ 0	$ 0
Operating expenses:
General and administrative		160,633	129,531
Franchise tax		5,250	45,000
Total operating expenses		165,883	174,531
Loss from operations		(165,883)	(174,531)
Interest income		25,574	80,402
Net loss		$ (140,309)	$ (94,129)
Weighted average shares outstanding, basic and diluted (in dollars per share)		$ (0.02)	$ (0.01)
Basic and diluted net loss per ordinary share (in shares)	[1]	7,119,619	7,296,611
[1]	This number excludes an aggregate of up to 1,363,870 and 22,955,179 shares subject to conversion for the three months ended March 31, 2017 and 2016, respectively

CONDENSED STATEMENTS OF OPERAT5

CONDENSED STATEMENTS OF OPERATIONS (Parenthetical) - shares	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount	1,363,870	22,955,179

CONDENSED STATEMENTS OF CASH FL

CONDENSED STATEMENTS OF CASH FLOWS - USD ($)	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Cash flows from operating activities:
Net loss	$ (140,309)	$ (94,129)
Adjustments to reconcile net loss to net cash used in operation activities:
Interest earned on cash and marketable securities held in Trust Account	(25,574)	(80,271)
Changes in operating assets and liabilities:
Prepaid expenses and other assets	40,370	(30,000)
Accounts payable and accrued expenses	73,106	4,046
Due to affiliates	0	19,952
Franchise tax payable	5,250	(71,877)
Net cash used in operating activities	(47,157)	(252,279)
Cash flows from investing activities:
Proceeds from loan to related party deposited to Trust Account	(125,305)	0
Withdrawal from Trust Account funds for payment of Delaware franchise tax	0	35,503
Net cash provided by (used in) investing activities	(125,305)	35,503
Cash flows from financing activities:
Proceeds received from loan to related party	250,000	0
Reimbursement of offering costs	0	2,817
Net cash provided by financing activities	250,000	2,817
Net increase (decrease) in cash and cash equivalents	77,538	(213,959)
Cash and cash equivalents - beginning	200,003	700,873
Cash and cash equivalents - ending	277,541	486,914
Supplemental disclosure of noncash investing and financing activities:
Reversal of deferred underwriting commissions and advisory fees	0	2,640,000
Change in value of common stock subject to possible redemption	$ (140,313)	$ 0

Organization and Business Opera

Organization and Business Operations	3 Months Ended
	Mar. 31, 2017
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 of stockholders (“Special Meeting”). Following the approval of the proposals at the Special Meetings, 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 21,493,889 215 10.00 25.2 10.06 125,300 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 a 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	3 Months Ended
	Mar. 31, 2017
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 March 14, 2017. 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 and to pay its tax obligation. As of March 31, 2017, there was approximately $ 228,000 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 three months ended March 31, 2017 and 2016, the effect of the 12,000,000 6,550,000 1,253,055 1,363,870 22,955,179 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 March 31, 2017 and December 31, 2016, 1,363,870 1,386,746 Management does not believe that any recently issued, but not yet effective, accounting standards if currently adopted would have an effect on the accompanying financial statements. The Company evaluates subsequent events and transactions that occur after the 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	3 Months Ended
	Mar. 31, 2017
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	3 Months Ended
	Mar. 31, 2017
Warrant Dividends [Abstract]
Warrant Dividends	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 shar 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	3 Months Ended
	Mar. 31, 2017
Related Party Transactions [Abstract]
Related Party Transactions	5. Related Party Transactions Founder Shares On August 1, 2014, ARC purchased 8,625,000 shares of the Company’s common stock (the “Founder Shares”) for $25,000, or approximately $0.003 per share. The Founder Shares are identical to the common stock included in the Public Units except that the Founder Shares are subject to certain transfer restrictions, as described in more detail below. On October 1, 2014, in connection with a reduction in the size of the Public Offering, ARC contributed to the Company 1,725,000 Founder Shares, which the Company canceled. Thereafter, ARC sold 20,000 Founder Shares at their original price to each of the Company’s independent directors. On December 4, 2014, as a result of the underwriters’ election not to exercise the overallotment option in connection with the Public Offering, the initial stockholders (as defined below) forfeited an aggregate of 900,000 Founder Shares, consisting of a forfeiture of 2,609 Founder Shares by each of David Gong, P. Sue Perrotty and Dr. Robert J. Froehlich, and a forfeiture of 892,173 Founder Shares by ARC. As a result of the forfeiture, ARC held 5,947,827 Founder Shares, and each of David Gong, P. Sue Perrotty and Dr. Robert J. Froehlich held 17,391 Founder Shares, so that there were 6,000,000 Founder Shares outstanding. The number of Founder Shares represented 20% of the outstanding shares. In October 2016, pursuant to the Transfer Agreement (as defined below), ARC transferred all of its Founder Shares and Private Placement Warrants to the Company’s Sponsor. 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, subject to certain exceptions, 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 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 consummation of the initial Business Combination or (b) the Company consummates a subsequent liquidation, merger, stock exchange or other similar transaction that results in all of the Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property (the “Lock Up Period”). Private Placement Warrants On October 7, 2014, ARC purchased from the Company an aggregate of 6,550,000 Private Placement Warrants at a price of $1.00 per Warrant (for an aggregate purchase price of $6.55 million) in a Private Placement that occurred simultaneously with the completion of the Public Offering. Each Private Placement Warrant entitles the holder to purchase one share of common stock at $12.50 per share, as amended upon approval of the proposals at the Special Meeting in October 2016. Of the $6.55 million purchase price of the Private Placement Warrants, $4.3 million of the purchase price of the Private Placement Warrants was added to the proceeds from the Public Offering to be held in the Trust Account pending completion of the initial Business Combination. The Private Placement Warrants (including the common stock issuable upon exercise of the Private Placement Warrants) will not be transferable, assignable or salable until 30 days after the completion of the initial Business Combination and they will be non-redeemable so long as they are held by the initial purchasers of the Private Placement Warrants or their permitted transferees. In addition, the Private Placement Warrants are exercisable on a cashless basis so long as they are held by their initial purchasers or their permitted transferees. If the Private Placement Warrants are held by someone other than the initial purchasers of the Private Placement Warrants or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the warrants included in the Public Units. Otherwise, the Private Placement Warrants have terms and provisions that are identical to those of the warrants included in the Public Units and have no net cash settlement provisions. 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, ARC and the Company’s Sponsor 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 will 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 by the issuance of an unsecured promissory note (the “Note”) on August 1, 2014 to cover expenses related to the Public Offering. The Note was payable without interest upon the consummation of the Public Offering. From inception through October 7, 2014, ARC loaned $79,702 to the Company. The Note was repaid in full on October 8, 2014. Additionally, the Company had a due to affiliate of $88,800 to ARC for costs incurred by the Company, which was repaid on October 8, 2014. Pursuant to the Transfer Agreement, in October 2016, ARC also contributed approximately $770,000 to the Company for general working capital purposes. 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, which amounts will be deposited in the Trust Account (“Trust Loan”). The Sponsor has also agreed to provide a loan to the Company for up to $2 million for working capital and other expenses (together with Trust Loan, “Loan”). The Loan will be non-interest bearing and repayable by the Company to the Sponsor upon consummation of an initial Business Combination. If a Business Combination is not consummated, the note will not be repaid by the Company and all amounts owed thereunder by the Company will be forgiven, except to the extent that the Company has funds available outside of the Trust Account. As of March 31, 2017, the Company had an outstanding amount of $950,000 under the Loan from the Sponsor, of which approximately $125,300 was deposited in the Trust Account in January 2017. Compensation Reimbursement Agreement On October 1, 2014, the Company entered into an agreement to pay ARC an amount not to exceed $15,000 per month as reimbursement for a portion of the compensation paid to its personnel, including certain of the Company’s officers who work on the Company’s behalf, commencing on the date the Company’s securities are first listed on NASDAQ (the “Compensation Reimbursement Agreement”). During the three months ended March 31, 2016, the Company incurred $45,000 related to services under this agreement. 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, were contributed to capital. 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 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	3 Months Ended
	Mar. 31, 2017
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	3 Months Ended
	Mar. 31, 2017
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 March 31, 2017 and December 31, 2016, 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: Description March 31, 2017 Quoted Prices in Significant Other Significant Other Assets: Money market funds held in Trust Account $ 25,223,630 $ 25,223,630 $ - $ - Description December 31, 2016 Quoted Prices in Significant Other Significant Other Assets: Money market funds held in Trust Account $ 25,072,751 $ 25,072,751 $ - $ -

Stockholders_ Equity

Stockholders’ Equity	3 Months Ended
	Mar. 31, 2017
Equity [Abstract]
Stockholder's Equity	8. Stockholders’ Equity Common Stock 400,000,000 19,000,000 At March 31, 2017 and December 31, 2016, there were 8,506,111 1,363,870 1,386,746 Preferred Stock 1,000,000

Significant Accounting Polici15

Significant Accounting Policies (Policies)	3 Months Ended
	Mar. 31, 2017
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 March 14, 2017. 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	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. As of March 31, 2017, there was approximately $ 228,000
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 three months ended March 31, 2017 and 2016, the effect of the 12,000,000 6,550,000 1,253,055 1,363,870 22,955,179
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 March 31, 2017 and December 31, 2016, 1,363,870 1,386,746
Recent Accounting Pronouncements	Recent Accounting Pronouncements Management does not believe that any recently issued, but not yet effective, accounting standards if currently adopted would have an effect on the accompanying financial statements.
Subsequent Events	Subsequent Events The Company evaluates subsequent events and transactions that occur after the 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)	3 Months Ended
	Mar. 31, 2017
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 March 31, 2017 and December 31, 2016, 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: Description March 31, 2017 Quoted Prices in Significant Other Significant Other Assets: Money market funds held in Trust Account $ 25,223,630 $ 25,223,630 $ - $ - Description December 31, 2016 Quoted Prices in Significant Other Significant Other Assets: Money market funds held in Trust Account $ 25,072,751 $ 25,072,751 $ - $ -

Organization and Business Ope17

Organization and Business Operations (Details Textual) - USD ($)	Oct. 07, 2014	Mar. 31, 2017
Debt Instrument [Line Items]
Share price (in dollars per share)		$ 10.06
Aggregate fair market value		80.00%
Required asset minimum		$ 5,000,001
Proceeds from sale of trust assets to pay expenses		$ 100,000
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		$ 125,300
Payments for Repurchase of Initial Public Offering		$ 25,200,000
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
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
Public Shares [Member] | Trust Account [Member]
Debt Instrument [Line Items]
Payments for Repurchase of Initial Public Offering		$ 215,000,000

Significant Accounting Polici18

Significant Accounting Policies (Details Textual) - USD ($)	Oct. 07, 2014	Mar. 31, 2017	Mar. 31, 2016	Dec. 31, 2016	Jan. 31, 2016
Class of Stock [Line Items]
Antidilutive securities (in shares)		1,363,870	22,955,179
Maximum redemption threshold of net tangible assets		$ 5,000,001
Common stock, subject to redemption (in shares)		1,363,870		1,386,746
Payments for Other Fees	$ 8,400,000
Underwriter [Member]
Class of Stock [Line Items]
Deferred Offering Costs					$ 2,640,000
Trust Account [Member]
Class of Stock [Line Items]
Investment Income, Interest		$ 228,000
IPO
Class of Stock [Line Items]
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
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 | Private Placement [Member]
Class of Stock [Line Items]
Antidilutive securities (in shares)		1,253,055	1,253,055
Warrant | Sponsor | IPO
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. 07, 2014	Mar. 31, 2017	Dec. 31, 2016	Jan. 31, 2016
Related Party Transactions [Abstract]
Share price (in dollars per share)			$ 10.06
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 for Other Fees		$ 8,400
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

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 shar
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	Aug. 01, 2014	Oct. 31, 2016	Mar. 31, 2016	Mar. 31, 2017	Jan. 31, 2017	Dec. 31, 2016	Oct. 08, 2014
Related Party Transaction [Line Items]
Sale of stock, price per share (in dollars per share)								$ 10.06
Common stock, shares outstanding (in shares)								7,142,241		7,119,365
Class of warrant or right, exercise price of warrants or rights (in dollars per share)			$ 12.50
Common stock held in trust	$ 6,550,000		$ 4,300,000
Promissory note to affiliate					$ 200,000
Franchise tax payable			$ 79,702					$ 5,250		$ 0
Compensation reimbursement fee							$ 45,000
Assets Held-in-trust, Current								125,300	$ 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								$ 950,000			$ 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
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 will 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
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 Commiss22

Deferred Underwriting Commissions (Details Textual) $ in Thousands	Mar. 31, 2017USD ($)
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 ($)	Mar. 31, 2017	Dec. 31, 2016
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Money market funds held in Trust Account	$ 25,223,630	$ 25,072,751
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	25,223,630	25,072,751
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	Mar. 31, 2017	Dec. 31, 2016
Common stock, shares authorized (in shares)	19,000,000	400,000,000
Common stock and temporary equity, shares, outstanding (in shares)	8,506,111	8,506,111
Common stock, subject to redemption (in shares)	1,363,870	1,386,746
Preferred stock, shares authorized (in shares)	1,000,000	1,000,000
Preferred Stock [Member]
Preferred stock, shares authorized (in shares)	1,000,000	1,000,000