Document And Entity Information
Document And Entity Information - shares | 6 Months Ended | |
Jun. 30, 2017 | Aug. 08, 2017 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Jun. 30, 2017 | |
Document Fiscal Year Focus | 2,017 | |
Document Fiscal Period Focus | Q2 | |
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 ($) | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 |
Current assets: | |||
Cash and cash equivalents | $ 259,459 | $ 277,541 | $ 200,003 |
Prepaid expenses and other assets | 37,000 | 59,750 | 100,120 |
Total current assets | 296,459 | 337,291 | 300,123 |
Non-current assets: | |||
Cash and marketable securities held in Trust Account | 25,389,493 | 25,223,630 | 25,072,751 |
Total assets | 25,685,952 | 25,560,921 | 25,372,874 |
Current liabilities: | |||
Accrued expenses and accounts payable | 10,665 | 118,515 | 45,409 |
Loan from related party | 1,200,000 | 950,000 | 700,000 |
Franchise tax payable | 10,500 | 5,250 | 0 |
Total current liabilities | 1,221,165 | 1,073,765 | 745,409 |
Deferred underwriting commissions and advisory fees | 277,467 | 277,467 | 277,467 |
Total liabilities | 1,498,632 | 1,351,232 | 1,022,876 |
Commitments | |||
Common stock subject to possible redemption; 1,893,915 and 1,934,101 shares (at redemption value of approximately $10.13 and $10.00 per share, respectively) as of June 30, 2017 and December 31, 2016, respectively | 19,187,315 | 19,209,681 | 19,349,994 |
Stockholders’ Equity: | |||
Preferred stock, $0.0001 par value, 1,000,000 authorized, none issued and outstanding | 0 | 0 | 0 |
Common stock, $0.0001 par value, 19,000,000 and 400,000,000 shares authorized; 6,612,196 and 6,572,010 shares issued and outstanding (excluding 1,893,915 and 1,934,101 shares subject to possible redemption) at June 30, 2017 and December 31, 2016, respectively | 661 | 660 | 657 |
Additional paid-in capital | 7,908,221 | 7,885,856 | 7,745,546 |
Accumulated deficit | (2,908,877) | (2,886,508) | (2,746,199) |
Total stockholders' equity | 5,000,005 | 5,000,008 | 5,000,004 |
Total liabilities and stockholders' equity | $ 25,685,952 | $ 25,560,921 | $ 25,372,874 |
CONDENSED BALANCE SHEETS (Paren
CONDENSED BALANCE SHEETS (Parenthetical) - $ / shares | Jun. 30, 2017 | Dec. 31, 2016 |
Common stock, subject to redemption | 1,893,915 | 1,934,101 |
Common stock, redemption value (in dollars per share) | $ 10.13 | $ 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 | 6,612,196 | 6,572,010 |
Common stock, shares outstanding | 6,612,196 | 6,572,010 |
CONDENSED STATEMENTS OF OPERATI
CONDENSED STATEMENTS OF OPERATIONS - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | ||
Revenues | $ 0 | $ 0 | $ 0 | $ 0 | |
Operating expenses: | |||||
General and administrative | 57,677 | 957,308 | 218,310 | 1,086,839 | |
Franchise tax | 5,250 | 45,000 | 10,500 | 90,000 | |
Total operating expenses | 62,927 | 1,002,308 | 228,810 | 1,176,839 | |
Loss from operations | (62,927) | (1,002,308) | (228,810) | (1,176,839) | |
Interest income | 40,558 | 99,771 | 66,132 | 180,173 | |
Net loss | $ (22,369) | $ (902,537) | $ (162,678) | $ (996,666) | |
Weighted average shares outstanding, basic and diluted (in dollars per share) | $ 0 | $ (0.13) | $ (0.02) | $ (0.14) | |
Basic and diluted net loss per ordinary share (in shares) | [1] | 6,597,681 | 7,045,813 | 6,585,057 | 7,171,212 |
[1] | This number excludes an aggregate of up to 1,893,915 and 22,864,925 shares subject to conversion for the six months ended June 30, 2017 and 2016, respectively |
CONDENSED STATEMENTS OF OPERAT5
CONDENSED STATEMENTS OF OPERATIONS (Parenthetical) - shares | 6 Months Ended | |
Jun. 30, 2017 | Jun. 30, 2016 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 1,893,915 | 22,864,925 |
CONDENSED STATEMENTS OF CASH FL
CONDENSED STATEMENTS OF CASH FLOWS - USD ($) | 6 Months Ended | |
Jun. 30, 2017 | Jun. 30, 2016 | |
Cash flows from operating activities: | ||
Net loss | $ (162,678) | $ (996,666) |
Adjustments to reconcile net loss to net cash used in operation activities: | ||
Interest earned on cash and marketable securities held in Trust Account | (66,132) | (180,042) |
Changes in operating assets and liabilities: | ||
Prepaid expenses and other assets | 63,120 | (20,000) |
Accounts payable and accrued expenses | (34,744) | 693,751 |
Due to affiliates | 0 | (30,000) |
Franchise tax payable | 10,500 | (98,877) |
Net cash used in operating activities | (189,934) | (631,834) |
Cash flows from investing activities: | ||
Proceeds from loan to related party deposited to Trust Account | (250,610) | (180,042) |
Interest on Trust Account | 0 | 180,042 |
Withdrawal from Trust Account funds for payment of Delaware franchise tax | 0 | 107,503 |
Net cash provided by (used in) investing activities | (250,610) | 107,503 |
Cash flows from financing activities: | ||
Proceeds received from loan from related party | 500,000 | 0 |
Reimbursement of offering costs | 0 | 2,817 |
Net cash provided by financing activities | 500,000 | 2,817 |
Net increase (decrease) in cash and cash equivalents | 59,456 | (521,514) |
Cash and cash equivalents - beginning | 200,003 | 700,873 |
Cash and cash equivalents - ending | 259,459 | 179,359 |
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 | $ (162,679) | $ 0 |
Organization and Business Opera
Organization and Business Operations | 6 Months Ended |
Jun. 30, 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 6) 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 4) 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 8.4 277,467 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 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 21,493,889 215 25.4 10.13 125,300 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 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. |
Restatement of Previously Issue
Restatement of Previously Issued Financial Statements | 6 Months Ended |
Jun. 30, 2017 | |
Accounting Changes and Error Corrections [Abstract] | |
Accounting Changes and Error Corrections [Text Block] | 2. Restatement of Previously Issued Financial Statements In preparation of the Company’s condensed financial statements for the six months ended June 30, 2017, the Company concluded it should correct the Deferred Fees amount payable to the underwriters. In October 2016, the underwriters agreed to reduce to Deferred Fees from $ 5.76 277,467 5.5 December 31, 2016 As Previously Reported Revisions As Restated Assets Current assets: Cash and cash equivalents $ 200,003 $ - $ 200,003 Prepaid expenses and other assets 100,120 - 100,120 Total current assets 300,123 - 300,123 Non-current assets: Cash and marketable securities held in Trust Account 25,072,751 - 25,072,751 Total assets $ 25,372,874 $ - $ 25,372,874 Liabilities and Stockholders’ Equity Current liabilities: Accrued expenses and accounts payable $ 45,409 $ - $ 45,409 Loan from related party 700,000 - 700,000 Franchise tax payable - - - Total current liabilities 745,409 - 745,409 Deferred underwriting commissions and advisory fees 5,760,000 (5,482,533) 277,467 Total liabilities 6,505,409 (5,482,533) 1,022,876 Commitments Common stock subject to possible redemption 13,867,460 5,482,534 19,349,994 Stockholders’ Equity: Preferred stock, $0.0001 par value - - - Common stock, $0.0001 par value 712 (55) 657 Additional paid-in capital 7,745,492 54 7,745,546 Accumulated deficit (2,746,199) - (2,746,199) Total stockholders’ equity 5,000,005 (1) 5,000,004 Total liabilities and stockholders’ equity $ 25,372,874 $ - $ 25,372,874 March 31, 2017 (unaudited) As Previously Reported Revisions As Restated Assets Current assets: Cash and cash equivalents $ 277,541 $ - $ 277,541 Prepaid expenses and other assets 59,750 - 59,750 Total current assets 337,291 - 337,291 Non-current assets: Cash and marketable securities held in Trust Account 25,223,630 - 25,223,630 Total assets $ 25,560,921 $ - $ 25,560,921 Liabilities and Stockholders’ Equity Current liabilities: Accrued expenses and accounts payable $ 118,515 $ - $ 118,515 Loan from related party 950,000 - 950,000 Franchise tax payable 5,250 - 5,250 Total current liabilities 1,073,765 - 1,073,765 Deferred underwriting commissions and advisory fees 5,760,000 (5,482,533) 277,467 Total liabilities 6,833,765 (5,482,533) 1,351,232 Commitments Common stock subject to possible redemption 13,727,147 5,482,534 19,209,681 Stockholders’ Equity: Preferred stock, $0.0001 par value - - - Common stock, $0.0001 par value 714 (54) 660 Additional paid-in capital 7,885,803 53 7,885,856 Accumulated deficit (2,886,508) - (2,886,508) Total stockholders’ equity 5,000,009 (1) 5,000,008 Total liabilities and stockholders’ equity $ 25,560,921 $ - $ 25,560,921 |
Significant Accounting Policies
Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2017 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | 3. 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 and Note 2 of this filing. 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 June 30, 2017, there was approximately $ 268,000 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 and six months ended June 30, 2017 and 2016, the effect of the 12,000,000 6,550,000 1,253,055 1,893,915 22,864,925 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 5.76 277,467 5.5 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 June 30, 2017 and December 31, 2016, 1,893,915 1,934,101 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 | 6 Months Ended |
Jun. 30, 2017 | |
Equity [Abstract] | |
Public Offering | 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 In October 2016, the underwriters agreed to reduce the Deferred Fees from $ 5.76 277,467 5.5 |
Warrant Dividends
Warrant Dividends | 6 Months Ended |
Jun. 30, 2017 | |
Warrant Dividends [Abstract] | |
Warrant Dividends | 5. 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 | 6 Months Ended |
Jun. 30, 2017 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 6. 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, 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 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, 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 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 1.2 251,000 Compensation Reimbursement Agreement On October 1, 2014, the Company entered into an agreement to pay ARC an amount not to exceed $ 15,000 90,000 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 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 |
Deferred Underwriting Commissio
Deferred Underwriting Commissions | 6 Months Ended |
Jun. 30, 2017 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Deferred Underwriting Commissions | 7. Deferred Underwriting Commissions Upon closing of the Initial Public Offering, the Company is committed to pay a portion of the Deferred Fees totaling $ 5.76 2.4 5.76 277,467 2.4 The underwriters will not be entitled to any interest accrued on their portion of the Deferred Fees, and no portion of the Deferred Fee is payable to the underwriters if there is no initial Business Combination. |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Jun. 30, 2017 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 8. Fair Value Measurements The Company complies with ASC 820, “Fair Value Measurement”, for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually. Quoted Prices in Significant Other Significant Other Active Markets Observable Unobservable Description June 30, 2017 (Level 1) Inputs (Level 2) Inputs (Level 3) Assets: Money market funds held in Trust Account $ 25,389,493 $ 25,389,493 $ - $ - 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 $ - $ - |
Stockholders_ Equity
Stockholders’ Equity | 6 Months Ended |
Jun. 30, 2017 | |
Equity [Abstract] | |
Stockholder's Equity | 9. Stockholders’ Equity Common Stock 400,000,000 19,000,000 At June 30, 2017 and December 31, 2016, there were 8,506,111 1,893,915 1,934,101 Preferred Stock 1,000,000 |
Significant Accounting Polici16
Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 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 and Note 2 of this filing. 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 June 30, 2017, there was approximately $ 268,000 |
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 and six months ended June 30, 2017 and 2016, the effect of the 12,000,000 6,550,000 1,253,055 1,893,915 22,864,925 |
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 5.76 277,467 5.5 |
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 June 30, 2017 and December 31, 2016, 1,893,915 1,934,101 |
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. |
Restatement of Previously Iss17
Restatement of Previously Issued Financial Statements (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Accounting Changes and Error Corrections [Abstract] | |
Schedule of Error Corrections and Prior Period Adjustments [Table Text Block] | December 31, 2016 As Previously Reported Revisions As Restated Assets Current assets: Cash and cash equivalents $ 200,003 $ - $ 200,003 Prepaid expenses and other assets 100,120 - 100,120 Total current assets 300,123 - 300,123 Non-current assets: Cash and marketable securities held in Trust Account 25,072,751 - 25,072,751 Total assets $ 25,372,874 $ - $ 25,372,874 Liabilities and Stockholders’ Equity Current liabilities: Accrued expenses and accounts payable $ 45,409 $ - $ 45,409 Loan from related party 700,000 - 700,000 Franchise tax payable - - - Total current liabilities 745,409 - 745,409 Deferred underwriting commissions and advisory fees 5,760,000 (5,482,533) 277,467 Total liabilities 6,505,409 (5,482,533) 1,022,876 Commitments Common stock subject to possible redemption 13,867,460 5,482,534 19,349,994 Stockholders’ Equity: Preferred stock, $0.0001 par value - - - Common stock, $0.0001 par value 712 (55) 657 Additional paid-in capital 7,745,492 54 7,745,546 Accumulated deficit (2,746,199) - (2,746,199) Total stockholders’ equity 5,000,005 (1) 5,000,004 Total liabilities and stockholders’ equity $ 25,372,874 $ - $ 25,372,874 March 31, 2017 (unaudited) As Previously Reported Revisions As Restated Assets Current assets: Cash and cash equivalents $ 277,541 $ - $ 277,541 Prepaid expenses and other assets 59,750 - 59,750 Total current assets 337,291 - 337,291 Non-current assets: Cash and marketable securities held in Trust Account 25,223,630 - 25,223,630 Total assets $ 25,560,921 $ - $ 25,560,921 Liabilities and Stockholders’ Equity Current liabilities: Accrued expenses and accounts payable $ 118,515 $ - $ 118,515 Loan from related party 950,000 - 950,000 Franchise tax payable 5,250 - 5,250 Total current liabilities 1,073,765 - 1,073,765 Deferred underwriting commissions and advisory fees 5,760,000 (5,482,533) 277,467 Total liabilities 6,833,765 (5,482,533) 1,351,232 Commitments Common stock subject to possible redemption 13,727,147 5,482,534 19,209,681 Stockholders’ Equity: Preferred stock, $0.0001 par value - - - Common stock, $0.0001 par value 714 (54) 660 Additional paid-in capital 7,885,803 53 7,885,856 Accumulated deficit (2,886,508) - (2,886,508) Total stockholders’ equity 5,000,009 (1) 5,000,008 Total liabilities and stockholders’ equity $ 25,560,921 $ - $ 25,560,921 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Jun. 30, 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 June 30, 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: Quoted Prices in Significant Other Significant Other Active Markets Observable Unobservable Description June 30, 2017 (Level 1) Inputs (Level 2) Inputs (Level 3) Assets: Money market funds held in Trust Account $ 25,389,493 $ 25,389,493 $ - $ - 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 $ - $ - |
Organization and Business Ope19
Organization and Business Operations (Details Textual) - USD ($) | Oct. 07, 2014 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 |
Debt Instrument [Line Items] | ||||
Share price (in dollars per share) | $ 10.13 | |||
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 | |||
Deferred Underwriting Commissions and Advisory Fees, Noncurrent | $ 277,467 | $ 277,467 | $ 277,467 | |
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 | $ 25,400,000 | |||
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 |
Restatement of Previously Iss20
Restatement of Previously Issued Financial Statements (Details) - USD ($) | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 |
Current assets: | |||
Cash and cash equivalents | $ 259,459 | $ 277,541 | $ 200,003 |
Prepaid expenses and other assets | 37,000 | 59,750 | 100,120 |
Total current assets | 296,459 | 337,291 | 300,123 |
Non-current assets: | |||
Cash and marketable securities held in Trust Account | 25,389,493 | 25,223,630 | 25,072,751 |
Total assets | 25,685,952 | 25,560,921 | 25,372,874 |
Current liabilities: | |||
Accrued expenses and accounts payable | 10,665 | 118,515 | 45,409 |
Loan from related party | 1,200,000 | 950,000 | 700,000 |
Franchise tax payable | 10,500 | 5,250 | 0 |
Total current liabilities | 1,221,165 | 1,073,765 | 745,409 |
Deferred underwriting commissions and advisory fees | 277,467 | 277,467 | 277,467 |
Total liabilities | 1,498,632 | 1,351,232 | 1,022,876 |
Commitments | |||
Common stock subject to possible redemption | 19,187,315 | 19,209,681 | 19,349,994 |
Stockholders' Equity: | |||
Preferred stock, $0.0001 par value | 0 | 0 | 0 |
Common stock, $0.0001 par value | 661 | 660 | 657 |
Additional paid-in capital | 7,908,221 | 7,885,856 | 7,745,546 |
Accumulated deficit | (2,908,877) | (2,886,508) | (2,746,199) |
Total stockholders' equity | 5,000,005 | 5,000,008 | 5,000,004 |
Total liabilities and stockholders' equity | $ 25,685,952 | 25,560,921 | 25,372,874 |
Scenario, Previously Reported [Member] | |||
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: | |||
Accrued expenses and accounts payable | 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 | 13,727,147 | 13,867,460 | |
Stockholders' Equity: | |||
Preferred stock, $0.0001 par value | 0 | 0 | |
Common stock, $0.0001 par value | 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 | |
Scenario, Adjustment [Member] | |||
Current assets: | |||
Cash and cash equivalents | 0 | 0 | |
Prepaid expenses and other assets | 0 | 0 | |
Total current assets | 0 | 0 | |
Non-current assets: | |||
Cash and marketable securities held in Trust Account | 0 | 0 | |
Total assets | 0 | 0 | |
Current liabilities: | |||
Accrued expenses and accounts payable | 0 | 0 | |
Loan from related party | 0 | 0 | |
Franchise tax payable | 0 | 0 | |
Total current liabilities | 0 | 0 | |
Deferred underwriting commissions and advisory fees | (5,482,533) | (5,482,533) | |
Total liabilities | (5,482,533) | (5,482,533) | |
Commitments | |||
Common stock subject to possible redemption | 5,482,534 | 5,482,534 | |
Stockholders' Equity: | |||
Preferred stock, $0.0001 par value | 0 | 0 | |
Common stock, $0.0001 par value | (54) | (55) | |
Additional paid-in capital | 53 | 54 | |
Accumulated deficit | 0 | 0 | |
Total stockholders' equity | (1) | (1) | |
Total liabilities and stockholders' equity | $ 0 | $ 0 |
Restatement of Previously Iss21
Restatement of Previously Issued Financial Statements (Details) (Parenthetical) - $ / shares | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 |
Preferred Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 | $ 0.0001 |
Common Stock, Par or Stated Value Per Share | $ 0.0001 | 0.0001 | 0.0001 |
Scenario, Previously Reported [Member] | |||
Preferred Stock, Par or Stated Value Per Share | 0.0001 | 0.0001 | |
Common Stock, Par or Stated Value Per Share | 0.0001 | 0.0001 | |
Scenario, Adjustment [Member] | |||
Preferred Stock, Par or Stated Value Per Share | 0.0001 | 0.0001 | |
Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 |
Restatement of Previously Iss22
Restatement of Previously Issued Financial Statements (Details Textual) - USD ($) | 1 Months Ended | 6 Months Ended | ||||
Oct. 31, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | |
Deferred Underwriting Commissions and Advisory Fees, Noncurrent | $ 277,467 | $ 277,467 | $ 277,467 | |||
Reversal of Deferred Underwriting Commissions and Advisory Fees | 0 | $ 2,640,000 | ||||
Underwriter [Member] | ||||||
Deferred Underwriting Commissions and Advisory Fees, Noncurrent | $ 277,467 | $ 5,760,000 | ||||
Reversal of Deferred Underwriting Commissions and Advisory Fees | $ 5,500,000 |
Significant Accounting Polici23
Significant Accounting Policies (Details Textual) - USD ($) | Oct. 07, 2014 | Oct. 31, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jan. 31, 2016 |
Class of Stock [Line Items] | ||||||||||
Antidilutive securities (in shares) | 1,893,915 | 22,864,925 | ||||||||
Maximum redemption threshold of net tangible assets | $ 5,000,001 | $ 5,000,001 | ||||||||
Common stock, subject to redemption (in shares) | 1,893,915 | 1,893,915 | 1,934,101 | |||||||
Payments for Other Fees | $ 8,400,000 | |||||||||
Deferred Underwriting Commissions and Advisory Fees, Noncurrent | $ 277,467 | $ 277,467 | $ 277,467 | $ 277,467 | ||||||
Reversal of Deferred Underwriting Commissions and Advisory Fees | 0 | $ 2,640,000 | ||||||||
Underwriter [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Deferred Offering Costs | $ 2,640,000 | |||||||||
Deferred Underwriting Commissions and Advisory Fees, Noncurrent | $ 277,467 | 277,467 | $ 5,760,000 | |||||||
Reversal of Deferred Underwriting Commissions and Advisory Fees | $ 5,500,000 | |||||||||
Trust Account [Member] | ||||||||||
Class of Stock [Line Items] | ||||||||||
Investment Income, Interest | $ 268,000 | |||||||||
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 | |||||||||
Warrant | ||||||||||
Class of Stock [Line Items] | ||||||||||
Antidilutive securities (in shares) | 12,000,000 | 12,000,000 | 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 | 1,253,055 | 1,253,055 | ||||||
Warrant | Sponsor | IPO | ||||||||||
Class of Stock [Line Items] | ||||||||||
Antidilutive securities (in shares) | 6,550,000 | 6,550,000 | 6,550,000 | 6,550,000 |
Public Offering (Details Textua
Public Offering (Details Textual) - USD ($) | Oct. 07, 2016 | Oct. 07, 2014 | Oct. 31, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jan. 31, 2016 |
Related Party Transactions [Abstract] | |||||||||
Share price (in dollars per share) | $ 10.13 | ||||||||
Common stock, par value per share (in dollars per share) | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 12.50 | ||||||||
Payments for Other Fees | $ 8,400,000 | ||||||||
Deferred Underwriting Commissions and Advisory Fees, Noncurrent | $ 277,467 | $ 277,467 | $ 277,467 | ||||||
Reversal of Deferred Underwriting Commissions and Advisory Fees | 0 | $ 2,640,000 | |||||||
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 | ||||||||
Deferred Underwriting Commissions and Advisory Fees, Noncurrent | $ 277,467 | $ 5,760,000 | |||||||
Reversal of Deferred Underwriting Commissions and Advisory Fees | $ 5,500,000 | ||||||||
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 | ||||||||
Payments for Underwriting Expense | 4,800,000 | ||||||||
Payments for Other Fees | $ 8,400,000 | ||||||||
Stock Issued During Period, Shares, New Issues | 24,000,000 | ||||||||
Stock Issued During Period, Value, New Issues | $ 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 | Aug. 01, 2014 | Oct. 31, 2016 | Jun. 30, 2016 | Jun. 30, 2017 | 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) | $ 10.13 | |||||||||||
Common stock, shares outstanding (in shares) | 6,612,196 | 6,572,010 | ||||||||||
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 | $ 10,500 | $ 5,250 | $ 0 | |||||||||
Compensation reimbursement fee | $ 90,000 | |||||||||||
Assets Held-in-trust, Current | 251,000 | $ 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 years | |||||||||||
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 | |||||||||||
Franchise tax payable | $ 79,702 | |||||||||||
Due to affiliate | $ 88,800 | |||||||||||
Debt Conversion, Converted Instrument, Amount | 50,000 | |||||||||||
Proceeds from Contributed Capital | $ 770,000 | |||||||||||
Notes Payable | $ 1,200,000 | |||||||||||
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 Commiss27
Deferred Underwriting Commissions (Details Textual) - USD ($) | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 |
Deferred Underwriting Commissions and Advisory Fees Required to Be Repaid | $ 5,760,000 | |||
Deferred Underwriting Commissions and Advisory Fees Required to Be Repaid, Percentage of Gross Proceeds | 2.40% | |||
Deferred Underwriting Commissions and Advisory Fees, Noncurrent | $ 277,467 | $ 277,467 | $ 277,467 | |
Deferred Fee Percentage On Trust Account | 2.40% | |||
Underwriter [Member] | ||||
Deferred Underwriting Commissions and Advisory Fees, Noncurrent | $ 277,467 | $ 5,760,000 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - Fair Value, Measurements, Recurring [Member] - USD ($) | Jun. 30, 2017 | Dec. 31, 2016 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Money market funds held in Trust Account | $ 25,389,493 | $ 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 | 25,389,493 | 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 | Jun. 30, 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) | 1,893,915 | 1,934,101 |
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 |