Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2016 | Aug. 03, 2016 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | AR Capital Acquisition Corp. | |
Entity Central Index Key | 1,615,892 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Accelerated Filer | |
Document Type | 10-Q | |
Document Period End Date | Jun. 30, 2016 | |
Document Fiscal Year Focus | 2,016 | |
Document Fiscal Period Focus | Q2 | |
Amendment Flag | false | |
Entity Common Stock, Shares Outstanding | 30,000,000 |
CONDENSED BALANCE SHEETS
CONDENSED BALANCE SHEETS - USD ($) | Jun. 30, 2016 | Dec. 31, 2015 |
Current assets: | ||
Cash | $ 179,359 | $ 700,873 |
Prepaid expenses and other assets | 20,000 | 0 |
Accounts receivable | 0 | 2,817 |
Total current assets | 199,359 | 703,690 |
Non-current assets: | ||
Investments held in Trust Account | 240,091,511 | 240,018,972 |
Total assets | 240,290,870 | 240,722,662 |
Current liabilities: | ||
Accounts payable and accrued expenses | 829,688 | 135,937 |
Due to affiliates | 33,919 | 63,919 |
Franchise tax payable | 18,000 | 116,877 |
Total current liabilities | 881,607 | 316,733 |
Deferred underwriting commissions and advisory fees | 5,760,000 | 8,400,000 |
Total liabilities | 6,641,607 | 8,716,733 |
Common stock subject to possible redemption; 22,864,925 and 22,700,592 shares (at redemption value of approximately $10.00 per share) as of June 30, 2016 and December 31, 2015, respectively | 228,649,253 | 227,005,919 |
Preferred stock, $0.0001 par value, 1,000,000 authorized, none issued and outstanding | 0 | 0 |
Common stock, $0.0001 par value, 400,000,000 shares authorized, 7,135,075 and 7,299,408 shares issued and outstanding (excluding 22,864,925 and 22,700,592 shares subject to possible redemption) at June 30, 2016 and December 31, 2015, respectively | 714 | 730 |
Additional paid-in capital | 7,273,668 | 6,276,986 |
Accumulated deficit | (2,274,372) | (1,277,706) |
Total stockholders' equity | 5,000,010 | 5,000,010 |
Total liabilities and stockholders' equity | $ 240,290,870 | $ 240,722,662 |
CONDENSED BALANCE SHEETS (Paren
CONDENSED BALANCE SHEETS (Parenthetical) - $ / shares | Jun. 30, 2016 | Dec. 31, 2015 |
Statement of Financial Position [Abstract] | ||
Common stock, subject to redemption | 22,864,925 | 22,700,592 |
Common stock, redemption value (in dollars per share) | $ 10 | $ 10 |
Preferred stock, par value per share | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value per share (in dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 400,000,000 | 400,000,000 |
Common stock, shares issued | 7,135,075 | 7,299,408 |
Common stock, shares outstanding | 7,135,075 | 7,299,408 |
CONDENSED STATEMENTS OF OPERATI
CONDENSED STATEMENTS OF OPERATIONS - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Revenues: | ||||
Interest income from Trust Account | $ 99,771 | $ 2,214 | $ 180,042 | $ 4,402 |
Interest income from operating account | 0 | 324 | 131 | 701 |
Total interest income | 99,771 | 2,538 | 180,173 | 5,103 |
Expenses: | ||||
Professional fees | 880,959 | 49,218 | 921,416 | 110,966 |
State franchise taxes | 45,000 | 45,000 | 90,000 | 90,605 |
Compensation reimbursement fee | 45,000 | 45,000 | 90,000 | 90,000 |
Administrative fee | 0 | 30,000 | 0 | 60,000 |
Other expenses | 31,349 | 68,372 | 75,423 | 145,445 |
Total expenses | 1,002,308 | 237,590 | 1,176,839 | 497,016 |
Net loss | $ (902,537) | $ (235,052) | $ (996,666) | $ (491,913) |
Basic and diluted net loss per share (in dollars per share) | $ (0.13) | $ (0.03) | $ (0.14) | $ (0.07) |
Weighted average number of common shares outstanding basic and diluted (in shares) | 7,045,813 | 7,228,901 | 7,171,212 | 7,216,281 |
CONDENSED STATEMENTS OF CHANGES
CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDER'S EQUITY - USD ($) | Total | Common Stock | Additional Paid-In Capital | Accumulated Deficit | Private Placement | Private PlacementCommon Stock | Private PlacementAdditional Paid-In Capital |
Balance (in shares) at Dec. 31, 2014 | 7,203,238 | ||||||
Balance at Dec. 31, 2014 | $ 5,000,010 | $ 720 | $ 5,312,478 | $ (313,188) | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Change in common stock subject to possible redemption (in shares) | 48,910 | ||||||
Change in common stock subject to possible redemption | $ 489,096 | $ 5 | $ 489,091 | ||||
Change in underwriters' commissions and advisory fees | 2,817 | 2,817 | |||||
Net loss | (491,913) | (491,913) | |||||
Balance (in shares) at Jun. 30, 2015 | 7,252,148 | ||||||
Balance at Jun. 30, 2015 | 5,000,010 | $ 725 | 5,804,386 | (805,101) | |||
Balance (in shares) at Dec. 31, 2015 | 7,299,408 | ||||||
Balance at Dec. 31, 2015 | 5,000,010 | $ 730 | 6,276,986 | (1,277,706) | |||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||
Change in common stock subject to possible redemption (in shares) | (164,333) | ||||||
Change in common stock subject to possible redemption | $ (1,643,334) | $ (16) | $ (1,643,318) | ||||
Change in underwriters' commissions and advisory fees | 2,640,000 | 2,640,000 | |||||
Net loss | (996,666) | (996,666) | |||||
Balance (in shares) at Jun. 30, 2016 | 7,135,075 | ||||||
Balance at Jun. 30, 2016 | $ 5,000,010 | $ 714 | $ 7,273,668 | $ (2,274,372) |
CONDENSED STATEMENTS OF CHANGE6
CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDER'S EQUITY (Parenthetical) - shares | 6 Months Ended | |
Jun. 30, 2016 | Jun. 30, 2015 | |
Common Stock | ||
Shares possible for redemption | 164,333 | 48,910 |
CONDENSED STATEMENTS OF CASH FL
CONDENSED STATEMENTS OF CASH FLOWS - USD ($) | 6 Months Ended | |
Jun. 30, 2016 | Jun. 30, 2015 | |
Cash flows from operating activities: | ||
Net loss | $ (996,666) | $ (491,913) |
Adjustments to reconcile net income (loss) to net cash used in operating activities: | ||
Interest on Trust Account | (180,042) | (4,402) |
Changes in assets and liabilities: | ||
Prepaid expenses and other assets | (20,000) | (38,584) |
Accounts payable and accrued expenses | 693,751 | 50,130 |
Due to affiliates | (30,000) | 99,410 |
Franchise tax payable | (98,877) | (19,973) |
Net cash used in operating activities: | (631,834) | (405,332) |
Cash flows from investing activities: | ||
Trust Account proceeds invested | (180,042) | (4,402) |
Interest on Trust Account | 180,042 | 4,402 |
Withdrawal of Trust Account funds for payment of Delaware franchise tax | 107,503 | 0 |
Net cash from investing activities | 107,503 | 0 |
Cash flows from financing activities: | ||
Reimbursement (payment) of offering costs | 2,817 | (13,700) |
Net cash provided by (used in) financing activities: | 2,817 | (13,700) |
Net decrease in cash | (521,514) | (419,032) |
Cash, beginning of period | 700,873 | 1,570,214 |
Cash, end of period | 179,359 | 1,151,182 |
Supplemental disclosure of cash flow activities: | ||
Cash paid for franchise taxes | 188,877 | 110,578 |
Supplemental disclosure of financing activities: | ||
Reversal of deferred underwriting commissions and advisory fees | 2,640,000 | 0 |
Receivable for offering costs | $ 0 | $ 2,817 |
Organization and Business Opera
Organization and Business Operations | 6 Months Ended |
Jun. 30, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Business Operations | Organization and Business Operations Incorporation AR Capital Acquisition Corp. (the "Company") was incorporated in Delaware on July 25, 2014. Sponsor The Company’s sponsor is AR Capital, LLC, a Delaware limited liability company (the “Sponsor”). Business Purpose The Company is a blank check company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination with one or more operating businesses (“Initial Business Combination”). The Company has neither engaged in any operations nor generated significant revenue to date. The Company’s management has broad discretion with respect to the Initial Business Combination. However, there is no assurance that the Company will be able to successfully effect an Initial Business Combination. Financing The registration statement for the Company's initial public offering (the "Public Offering", See Note 3) was declared effective by the Securities and Exchange Commission (the "SEC") on October 1, 2014. On October 7, 2014, the Company consummated the Public Offering of 24,000,000 of its units. The Sponsor purchased simultaneously with the consummation of the Public Offering $6,550,000 of warrants at a price of $1.00 per warrant in a private placement (See Note 4). Upon consummation of the Public Offering of 24,000,000 of the Company's units and the private placement of $6,550,000 of the Company's private placement warrants, $240,000,000 (which is net of the upfront underwriting discount of $4,800,000 , expenses related to the offering of $750,000 and proceeds not held in the trust account of $1,000,000 ) was placed in the trust account (the "Trust Account") with Continental Stock Transfer & Trust Company acting as trustee. Additionally, the Sponsor loaned $79,702 through the issuance of an unsecured promissory note (the "Note") on August 1, 2014 to cover expenses related to the Public Offering. The Note outstanding was payable without interest upon consummation of the Public Offering. The Note was repaid in full on October 8, 2014. Trust Account The funds held in the Trust Account can be invested only in U.S. government treasury securities with a maturity of 180 days or less or in money market funds meeting certain conditions under Rule 2a-7 of the Investment Company Act of 1940, as amended, which invest only in direct U.S. government treasury obligations. The Company’s amended and restated certificate of incorporation provides that, other than the withdrawal of interest to pay franchise and income taxes, none of the funds held in the Trust Account will be released until the earlier of: (i) the completion of the Initial Business Combination; or (ii) the redemption of 100% of the shares of common stock included in the units sold in the Public Offering if the Company is unable to complete an Initial Business Combination within 24 months from the closing of the Public Offering. 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% of the assets held in the Trust Account, excluding deferred underwriting commissions, advisory fees and taxes payable on the income earned by the Trust Account, at the time of the agreement to enter into the Initial Business Combination. The Company, after signing a definitive agreement for the Initial Business Combination, will either (i) seek stockholder approval of the Initial Business Combination at a meeting called for such purpose in connection with which stockholders may seek to redeem their shares, regardless of whether they vote for or against the Initial Business Combination (provided they in fact vote for or against the Initial Business Combination), for cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of the Initial Business Combination, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay franchise and income taxes, or (ii) provide stockholders with the opportunity to sell their shares to the Company by means of a tender offer (and thereby avoid the need for a stockholder vote) for an amount in cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account as of two business days prior to commencement of the tender offer, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay franchise and income taxes. The decision as to whether the Company will seek stockholder approval of the Initial Business Combination or will allow stockholders to sell their shares in a tender offer will be made by the Company, solely in its discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would otherwise require the Company to seek stockholder approval. If the Company seeks stockholder approval, it will complete the Initial Business Combination only if a majority of the outstanding shares of common stock voted are voted in favor of the Initial Business Combination. In the event the Company seeks stockholder approval or conducts redemptions pursuant to the tender offer rules, then in no event will the Company redeem its public shares in an amount that would cause its net tangible assets to be less than $5,000,001 . In such case, the Company would not proceed with the redemption of its public shares and the related Initial Business Combination, and instead may search for an alternate Initial Business Combination. The Company will only have 24 months from the closing of the Public Offering to complete its Initial Business Combination. If the Company does not complete the Initial Business Combination within this period of time, 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 of interest to pay dissolution expenses), divided by the number of then public shares outstanding, and (iii) as promptly as possible following such redemption, subject to the approval of the Company's remaining stockholders and the Company's board of directors, dissolve and liquidate, subject in each case to the Company's obligations under Delaware law, the balance of the Company’s net assets to its remaining stockholders, as part of its plan of dissolution and liquidation. In the event of such distribution, it is possible that the per-share value of the residual assets remaining available for distribution (including Trust Account assets) will be less than the initial public offering price per unit in the Public Offering. 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. Fiscal Year End The Company has selected December 31 as its fiscal year end. |
Significant Accounting Policies
Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2016 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | Significant Accounting Policies Basis of Presentation The accompanying unaudited interim financial statements of the Company should be read in conjunction with the audited financial statements and notes thereto included in the Company’s Annual Report on Form 10-K filed with the SEC on February 19, 2016. The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 and Article 10 of Regulation S-X. Accordingly, since they are interim statements, the accompanying financial statements do not include all of the information and notes required by U.S. GAAP for a complete financial statement presentation. In the opinion of management, the interim financial statements reflect all adjustments (consisting of normal, recurring adjustments) that are necessary for a fair presentation of the financial position, results of operations and cash flows for the periods presented. Interim results are not necessarily indicative of results for a full year. Going Concern Consideration If the Company does not complete an Initial Business Combination by October 7, 2016, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of the common stock sold as part of the units in the Public Offering, 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 its franchise and income taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company's remaining stockholders and the Company's board of directors, dissolve and liquidate, subject in each case to the Company's obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. This mandatory liquidation and subsequent dissolution requirement raises substantial doubt about the Company’s ability to continue as a going concern. As of June 30, 2016 the Company’s current liabilities exceed its current assets, and the Company does not have sufficient cash held outside of the trust account to cover accounts payable and accrued expenses. AR Global Investments, LLC (“AR Global”), an affiliate of the Sponsor, agreed to be responsible for payment of one service provider’s fees if the Company does not have sufficient funds to make such a payment. Fees associated with this service provider are currently included in accounts payable and accrued expenses, and make up a significant portion of this balance. If the Company does not complete an Initial Business Combination by October 7, 2016 and there is not sufficient cash to settle outstanding liabilities, AR Global would pay this counterparty on the Company’s behalf and the Sponsor will provide funds to settle any other remaining liabilities. Only interest earned on the funds in the Trust account can be withdrawn to pay franchise and income taxes, as disclosed in Footnote 1, Organization and Business Operations in the section titled ‘Trust Account’. 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 by October 7, 2016. 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, 2016 , the effect of the 12,000,000 warrants issued in the Public Offering and 6,550,000 warrants issued to the Sponsor in connection with the private placement have not been considered in the diluted loss per common share because their effect would be anti-dilutive. As a result, diluted loss per common share is the same as basic loss per common share for the period. 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 condensed balance sheets. Offering Costs The Company complies with the requirements of FASB ASC 340-10-S99-1 and SEC Staff Accounting Bulletin ("SAB")Topic 5A - "Expenses of Offering". Offering costs consist principally of professional and registration fees incurred in connection with the Public Offering and that were charged to stockholders' equity. As of June 30, 2016 , offering costs of $10,651,365 (including $10,560,000 in underwriting commissions and $91,365 in fees in connection with the Public Offering, which is net of reimbursable offering expenses of $500,000 ) have been charged to stockholders' equity. Redeemable Common Stock Under the Company's amended and restated certificate of incorporation, all of the 24,000,000 shares of common stock sold as part of the units in the Public Offering ("Public Shares") may be redeemed for cash in connection with the Company’s liquidation or a tender offer or stockholder approval in connection with an Initial Business Combination. In accordance with FASB ASC 480, redemption provisions not solely within the control of the Company require the security to be classified outside of permanent equity. Ordinary liquidation events, which involve the redemption and liquidation of all of the entity’s equity instruments, are excluded from the provisions of FASB ASC 480. Although the Company did not specify a maximum redemption threshold, its charter provides that in no event will it redeem the common stock sold as part of the units in the Public Offering in an amount that would cause its net tangible assets (stockholders’ equity) to be less than $5,000,001 . The Company recognizes changes in redemption value immediately as they occur and will adjust the carrying value of the security to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable common stock shall be affected by charges against additional paid-in capital in accordance with ASC 480. Accordingly, at June 30, 2016 and December 31, 2015, 22,864,925 and 22,700,592 , respectively of the 24,000,000 Public Shares were classified outside of permanent equity at its redemption value. Income Taxes The Company complies with the accounting and reporting requirements of FASB ASC 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. A valuation allowance is established when necessary to reduce deferred tax assets when it is determined that it is more likely than not that some portion of the deferred tax asset will not be realized. At June 30, 2016 , the Company has a deferred tax asset of approximately $796,030 related to startup costs and net operating loss. Management has determined that a full valuation allowance of the deferred tax asset is appropriate at this time. FASB Interpretation No. 48, "Accounting for Uncertainty in Income Taxes" ("FIN 48") (now incorporated into FASB ASC 740, Income Taxes), sets out a consistent framework to determine the appropriate level of tax reserves to maintain for uncertain tax positions. This interpretation uses a two-step approach wherein a tax benefit or expense is recognized if a position is more-likely-than-not to be sustained upon examination by taxing authorities. The amount of the benefit or expense is then measured to be the highest tax benefit or expense that is greater than 50% likely to be realized. Based on its analysis, the Company has determined that it has no unrecognized tax benefits or expenses as of June 30, 2016 . The Company's conclusion may be subject to review and adjustment at a later date based on factors including, but not limited to, on-going analyses of and changes to tax laws, regulations and interpretations thereof. The Company recognizes interest and penalties related to unrecognized tax benefits in interest expense and other expenses, respectively. No interest expense or penalties have been recognized as of June 30, 2016 . The Company files an income tax return in the U.S. federal jurisdiction, and may file income tax returns in various U.S. states and foreign jurisdictions. The Company may be subject to potential examination by U.S. federal, U.S. states or foreign jurisdiction authorities in the areas of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with U.S. federal, U.S. state and foreign tax laws. The Company is subject to income tax examinations by Federal, state and local taxing authorities for all tax years since inception. For the three and six months ended June 30, 2016 , the effective tax rate was 0% . As of June 30, 2016 the Company had a federal net operating loss of approximately $164,657 , which expires in the year 2035. Reclassification and Presentation The Company previously disclosed insurance expenses separately on the Company's Condensed Statements of Operations. For the three and six months ended June 30, 2015 , insurance expenses were condensed to other expenses of $47,231 and $94,460 , respectively, on the Company's Condensed Statements of Operations presented in this Quarterly Report on Form 10-Q. |
Public Offering
Public Offering | 6 Months Ended |
Jun. 30, 2016 | |
Equity [Abstract] | |
Public Offering | Public Offering On October 7, 2014, the Company completed the Public Offering pursuant to which it sold 24,000,000 units at a price of $10.00 per unit (the "Public Units"). Each Public Unit consists of one share of the Company's common stock, $0.0001 par value per share, and one-half of one redeemable common stock purchase warrant (the "Warrants"). Each whole Warrant entitles the holder to purchase one share of common stock at a price of $11.50 per share. Each Warrant will become exercisable on the later of 30 days after the completion of the Company’s Initial Business Combination or 12 months from the closing of the Public Offering, provided an effective registration statement under the Securities Act exists covering the shares of common stock issuable upon exercise of the Warrants and a current prospectus relating to the Warrants is available (or the Company permits holders to exercise the Warrants on a cashless basis under the circumstances specified in the warrant agreement). The Warrants will expire at 5:00 p.m., New York City time, five years after the completion of the Initial Business Combination or earlier upon redemption or liquidation. The Company paid an upfront underwriting discount of $0.20 per Public Unit ( $4,800,000 in the aggregate) to the underwriters at the closing of the Public Offering. Additional fees (the “Deferred Fees”) of $8,400,000 ( $0.35 per Public Unit sold), comprised of (a) $5,760,000 payable to the underwriters for deferred underwriting commissions and (b) $2,640,000 payable to RCS Capital ("RCS"), a division of Realty Capital Securities, LLC, an entity then under common control with the Sponsor, for financial advisory services in connection with the identification, evaluation, negotiation and completion of the Initial Business Combination, were deposited in the Trust Account at the closing of the Public Offering and will become payable to the underwriters and RCS from the amounts held in the Trust Account solely in the event the Company completes an Initial Business Combination. The underwriters and RCS are not entitled to any interest accrued on the Deferred Fees. On January 22, 2016, due to the exigent circumstances publicly announced by RCS’s parent company, including but not limited to its stated intention to file for Chapter 11 bankruptcy protection and shut down all of its businesses other than its retail advisor platform by the end of January 2016 (such bankruptcy filing occurred on January 31, 2016 and on May 23, 2016, RCS’s parent company and its affiliated debtors emerged from bankruptcy under the new name, Aretec Group, Inc.), which resulted in RCS’s inability to provide the services contemplated by the M&A Services Agreement (as defined below), the Company provided notice of termination of the M&A Services Agreement for cause. As a result, as of June 30, 2016 , the Deferred Fees in the amount of $2,640,000 will no longer be payable to RCS. The $2,640,000 was reversed from deferred underwriting commissions and advisory fees on the Company's Condensed Balance Sheets and from additional paid-in capital on the Company's Condensed Statements of Changes in Stockholders' Equity. The underwriters paid the Company $500,000 as reimbursement (the "Reimbursement") for certain expenses incurred in connection with the Public Offering which was recorded in additional paid in capital in the accompanying interim condensed balance sheets. Stockholder’s Equity Common Stock - The authorized common stock of the Company includes up to 400,000,000 shares. Holders of the Company’s common stock are entitled to one vote for each share of common stock. At June 30, 2016 and December 31, 2015, there were 30,000,000 shares of common stock outstanding, including 22,864,925 and 22,700,592 shares that were subject to possible redemption at June 30, 2016 and December 31, 2015, respectively. Preferred Stock - The authorized preferred stock of the Company includes up to 1,000,000 shares. At June 30, 2016 and December 31, 2015, there were no shares of preferred stock issued and outstanding. |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 2016 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party Transactions Founder Shares On August 1, 2014, the Sponsor 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, the Sponsor contributed to the Company 1,725,000 Founder Shares, which the Company canceled. Thereafter, the Sponsor sold 20,000 Founder Shares at their original price to each of the Company's independent directors. On December 5, 2014, as a result of the underwriters' election not to exercise the over-allotment option in connection with the Public Offering, the initial stockholders forfeited an aggregate of 900,000 Founder Shares, 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 the Sponsor. As a result of the forfeiture, the Sponsor 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 represents 20% of the outstanding shares. 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 initial stockholders have agreed not to transfer, assign or sell any of their Founder Shares until the earlier of (a) one year after the completion of the Initial Business Combination, or earlier if, subsequent to the Initial Business Combination, the last sale price of the Company’s common stock equals or exceeds $12.00 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”). Ownership of Founder Shares Sponsor Independent Directors Total Founder Shares Sale of common stock to initial stockholder on August 1, 2014 8,625,000 — 8,625,000 Forfeiture of shares on October 1, 2014 (1) (1,725,000 ) — (1,725,000 ) Sale of Founder Shares to Company's independent directors on October 1, 2014 (60,000 ) 60,000 — Forfeiture of shares on December 5, 2014 (2) (892,173 ) (7,827 ) (900,000 ) 5,947,827 52,173 6,000,000 ____________________________ (1) In connection with a reduction in the size of the Public Offering, the Sponsor forfeited 1,725,000 Founder Shares. (2) As a result of the underwriters' election not to exercise the over-allotment option in connection with the Public Offering, the initial stockholders forfeited an aggregate of 900,000 Founder Shares. Private Placement Warrants On October 7, 2014, the Sponsor purchased from the Company an aggregate of 6,550,000 Warrants at a price of $1.00 per Warrant (a purchase price of $6,550,000 ) in a private placement that occurred simultaneously with the completion of the Public Offering (the "Private Placement Warrants"). Each Private Placement Warrant entitles the holder to purchase one share of common stock at $11.50 per share. Of the $6,550,000 purchase price of the Private Placement Warrants, $4,300,000 of the purchase price of the Private Placement Warrants (which is net of the estimated offering expenses of $750,000 , proceeds not held in the Trust Account of $1,000,000 and Reimbursement of $500,000 ) 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 (except as described in the prospectus relating to the Public Offering under “Principal Stockholders—Escrow of Founder Shares and Private Placement Warrants and Transfer Restrictions”). 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. Sponsor Loans The Sponsor agreed to loan the Company up to an aggregate of $200,000 by the issuance of 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, the Sponsor loaned at total of $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 the Sponsor for costs incurred by the Company, which was repaid on October 8, 2014. Administrative Services Agreement On September 8, 2014, the Company entered into an agreement to pay RCS Advisory Services, LLC ("RCS Advisory"), an entity then under common control with the Sponsor, a total of $10,000 per month for office space, utilities, secretarial support and administrative services commencing on the date the Company’s securities are first listed on The NASDAQ Capital Market ("NASDAQ"). Upon the earlier of the completion of the Initial Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees. On January 22, 2016, due to the exigent circumstances publicly announced by RCS Advisory’s parent company, including but not limited to its stated intention to file for Chapter 11 bankruptcy protection and shut down all of its businesses other than its retail advisor platform by the end of January 2016 (such bankruptcy filing occurred on January 31, 2016 and on May 23, 2016, RCS’s parent company and its affiliated debtors emerged from bankruptcy under the new name, Aretec Group, Inc.), which resulted in RCS Advisory’s inability to provide the services contemplated by the administrative services agreement, the Company provided notice of termination of the administrative services agreement. The space formerly sublet by RCS Advisory for the Company’s office space is currently leased by the Sponsor and will be provided to the Company free of charge. During the three and six months ended June 30, 2016 , the Company incurred $0 related to services under this agreement. During the three and six months ended June 30, 2015, the Company incurred $30,000 and $60,000 , respectively, related to services under this agreement. M&A Advisory Agreement On October 1, 2014, the Company entered into an agreement with RCS to act as a financial advisor in connection with the Company’s identification, negotiation and consummation of an Initial Business Combination (the “M&A Services Agreement”). The M&A Services Agreement provides that RCS would perform customary financial analyses of potential Initial Business Combination targets, assist in coordinating the business due diligence process with potential targets, assist in the Company’s review and consideration of the financial aspects of business combination proposals, assist in negotiating the financial aspects of an Initial Business Combination and provide other mutually agreed upon financial advisory services rendered in advance of a determination by the Company’s board to execute definitive documentation related to any business combination. Additionally, in the event that the Company executes a definitive agreement with respect to an Initial Business Combination, the M&A Services Agreement provides that RCS would provide post-signing and pre-closing financial advisory services as may be mutually agreed upon. In exchange for these services, the M&A Services Agreement provides that the Company would pay RCS a transaction fee equal to $2,640,000 or 1.1% of the total gross proceeds raised in the Public Offering. This fee will be payable upon consummation of an Initial Business Combination out of the proceeds of the Trust Account released to the Company. The M&A Services Agreement also provides that the Company would reimburse RCS for reasonable out-of-pocket expenses, irrespective of whether an Initial Business Combination is consummated, and in the event that the Company fails to complete an Initial Business Combination within 24 months from the closing of the Public Offering, such out-of-pocket expenses would not be paid out of the Trust Account. The M&A Services Agreement could be terminated by either party at any time with or without cause. On January 22, 2016, due to the exigent circumstances publicly announced by RCS’s parent company, including but not limited to its stated intention to file for Chapter 11 bankruptcy protection and shut down all of its businesses other than its retail advisor platform by the end of January 2016 (such bankruptcy filing occurred on January 31, 2016 and on May 23, 2016, RCS’s parent company and its affiliated debtors emerged from bankruptcy under the new name, Aretec Group, Inc.), which resulted in RCS’s inability to provide the services contemplated by the M&A Services Agreement, the Company provided notice of termination for cause. As a result, as of June 30, 2016 , the Deferred Fees in the amount of $2,640,000 will no longer be payable to RCS. The $2,640,000 was reversed from deferred underwriting commissions and advisory fees on the Company's Condensed Balance Sheets and from additional paid-in capital on the Company's Condensed Statements of Changes in Stockholders' Equity. Compensation Reimbursement On October 1, 2014, the Company entered into an agreement to pay the Sponsor 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"). Upon the earlier of the completion of the Initial Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees. During the three and six months ended June 30, 2016 , the Company incurred $45,000 and $90,000 , respectively, related to services under this agreement. During the three and six months ended June 30, 2015 , the Company incurred $45,000 and $90,000 , respectively, related to services under this agreement. Registration Rights Agreement The holders of the Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of working capital loans (and any shares of common stock issuable upon the exercise of the Private Placement Warrants and warrants that may be issued upon conversion of working capital loans) will be entitled to registration rights pursuant to a registration rights agreement signed on October 1, 2014 (the "Registration Rights Agreement"). The holders of the majority of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the Company’s completion of the Initial Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. However, the Registration Rights Agreement provides that the Company will not permit any registration statement filed under the Securities Act to become effective until termination of the applicable lock-up period, which occurs (a) in the case of the Founder Shares, one year after the date of the consummation of the Initial Business Combination or earlier if, subsequent to the Initial Business Combination, (i) the last sale price of the Company’s common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading days within any 30 -trading day period commencing at least 150 days after the Initial Business Combination, or (ii) the Company consummates a subsequent liquidation, merger, stock exchange or other similar transaction which results in all of its stockholders having the right to exchange their shares of common stock for cash, securities or other property and (b) in the case of the Private Placement Warrants and the respective common stock underlying such Private Placement Warrants, 30 days after the completion of the Initial Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements. |
Deferred Underwriting Commissio
Deferred Underwriting Commissions | 6 Months Ended |
Jun. 30, 2016 | |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
Deferred Underwriting Commissions | Deferred Underwriting Commissions The Company is committed to pay a portion of the Deferred Fees totaling $5,760,000 or 2.4% of gross offering proceeds of the Public Offering, to the underwriters upon the Company's consummation of an Initial Business Combination. 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. |
Trust Account
Trust Account | 6 Months Ended |
Jun. 30, 2016 | |
Equity [Abstract] | |
Trust Account | Trust Account A total of $240,000,000 , which includes $235,200,000 of the net proceeds from the Public Offering, $4,300,000 from the sale of the Private Placement Warrants and the $500,000 Reimbursement has been placed in the Trust Account. As of June 30, 2016 and December 31, 2015, the balance in the Trust Account was $240,091,511 and $240,018,972 , respectively. For the three and six months ended June 30, 2015 , the Company withdrew approximately $72,000 and $ 107,503 , respectively, in funds from interest earned on the trust proceeds to pay for franchise taxes. No amounts were withdrawn for the three and six months ended June 30, 2015 . |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Jun. 30, 2016 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements The Company complies with ASC 820, “Fair Value Measurement”, for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually. The following table presents information about the Company’s assets that are measured at fair value on a recurring basis as of June 30, 2016 and December 31, 2015, and indicates the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value. In general, fair values determined by Level 1 inputs utilize quoted prices (unadjusted) in active markets for identical assets or liabilities. Fair values determined by Level 2 inputs utilize data points that are observable such as quoted prices, interest rates and yield curves. Fair values determined by Level 3 inputs are unobservable data points for the asset or liability, and includes situations where there is little, if any, market activity for the asset or liability: Description June 30, 2016 Quoted Prices in Active Markets (Level 1) Significant Other Observable Inputs (Level 2) Significant Other Unobservable Inputs (Level 3) Assets: Money market funds held in Trust Account $ 240,091,511 $ 240,091,511 $ — $ — Description December 31, 2015 Quoted Prices in Active Markets (Level 1) Significant Other Observable Inputs (Level 2) Significant Other Unobservable Inputs (Level 3) Assets: Money market funds held in Trust Account $ 240,018,972 $ 240,018,972 $ — $ — |
Stockholder_s Equity
Stockholder’s Equity | 6 Months Ended |
Jun. 30, 2016 | |
Equity [Abstract] | |
Stockholder’s Equity | Public Offering On October 7, 2014, the Company completed the Public Offering pursuant to which it sold 24,000,000 units at a price of $10.00 per unit (the "Public Units"). Each Public Unit consists of one share of the Company's common stock, $0.0001 par value per share, and one-half of one redeemable common stock purchase warrant (the "Warrants"). Each whole Warrant entitles the holder to purchase one share of common stock at a price of $11.50 per share. Each Warrant will become exercisable on the later of 30 days after the completion of the Company’s Initial Business Combination or 12 months from the closing of the Public Offering, provided an effective registration statement under the Securities Act exists covering the shares of common stock issuable upon exercise of the Warrants and a current prospectus relating to the Warrants is available (or the Company permits holders to exercise the Warrants on a cashless basis under the circumstances specified in the warrant agreement). The Warrants will expire at 5:00 p.m., New York City time, five years after the completion of the Initial Business Combination or earlier upon redemption or liquidation. The Company paid an upfront underwriting discount of $0.20 per Public Unit ( $4,800,000 in the aggregate) to the underwriters at the closing of the Public Offering. Additional fees (the “Deferred Fees”) of $8,400,000 ( $0.35 per Public Unit sold), comprised of (a) $5,760,000 payable to the underwriters for deferred underwriting commissions and (b) $2,640,000 payable to RCS Capital ("RCS"), a division of Realty Capital Securities, LLC, an entity then under common control with the Sponsor, for financial advisory services in connection with the identification, evaluation, negotiation and completion of the Initial Business Combination, were deposited in the Trust Account at the closing of the Public Offering and will become payable to the underwriters and RCS from the amounts held in the Trust Account solely in the event the Company completes an Initial Business Combination. The underwriters and RCS are not entitled to any interest accrued on the Deferred Fees. On January 22, 2016, due to the exigent circumstances publicly announced by RCS’s parent company, including but not limited to its stated intention to file for Chapter 11 bankruptcy protection and shut down all of its businesses other than its retail advisor platform by the end of January 2016 (such bankruptcy filing occurred on January 31, 2016 and on May 23, 2016, RCS’s parent company and its affiliated debtors emerged from bankruptcy under the new name, Aretec Group, Inc.), which resulted in RCS’s inability to provide the services contemplated by the M&A Services Agreement (as defined below), the Company provided notice of termination of the M&A Services Agreement for cause. As a result, as of June 30, 2016 , the Deferred Fees in the amount of $2,640,000 will no longer be payable to RCS. The $2,640,000 was reversed from deferred underwriting commissions and advisory fees on the Company's Condensed Balance Sheets and from additional paid-in capital on the Company's Condensed Statements of Changes in Stockholders' Equity. The underwriters paid the Company $500,000 as reimbursement (the "Reimbursement") for certain expenses incurred in connection with the Public Offering which was recorded in additional paid in capital in the accompanying interim condensed balance sheets. Stockholder’s Equity Common Stock - The authorized common stock of the Company includes up to 400,000,000 shares. Holders of the Company’s common stock are entitled to one vote for each share of common stock. At June 30, 2016 and December 31, 2015, there were 30,000,000 shares of common stock outstanding, including 22,864,925 and 22,700,592 shares that were subject to possible redemption at June 30, 2016 and December 31, 2015, respectively. Preferred Stock - The authorized preferred stock of the Company includes up to 1,000,000 shares. At June 30, 2016 and December 31, 2015, there were no shares of preferred stock issued and outstanding. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2016 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events Management has evaluated subsequent events through the date the financial statements were issued, and determined that there have not been any events that have occurred that would require adjustments to disclosures in these financial statements. |
Significant Accounting Polici17
Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2016 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited interim financial statements of the Company should be read in conjunction with the audited financial statements and notes thereto included in the Company’s Annual Report on Form 10-K filed with the SEC on February 19, 2016. The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 and Article 10 of Regulation S-X. Accordingly, since they are interim statements, the accompanying financial statements do not include all of the information and notes required by U.S. GAAP for a complete financial statement presentation. In the opinion of management, the interim financial statements reflect all adjustments (consisting of normal, recurring adjustments) that are necessary for a fair presentation of the financial position, results of operations and cash flows for the periods presented. Interim results are not necessarily indicative of results for a full year. |
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, 2016 , the effect of the 12,000,000 warrants issued in the Public Offering and 6,550,000 warrants issued to the Sponsor in connection with the private placement have not been considered in the diluted loss per common share because their effect would be anti-dilutive. As a result, diluted loss per common share is the same as basic loss per common share for the period. |
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 condensed balance sheets. |
Redeemable Common Stock | 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. |
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. |
Income Taxes | Income Taxes The Company complies with the accounting and reporting requirements of FASB ASC 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. A valuation allowance is established when necessary to reduce deferred tax assets when it is determined that it is more likely than not that some portion of the deferred tax asset will not be realized. At June 30, 2016 , the Company has a deferred tax asset of approximately $796,030 related to startup costs and net operating loss. Management has determined that a full valuation allowance of the deferred tax asset is appropriate at this time. FASB Interpretation No. 48, "Accounting for Uncertainty in Income Taxes" ("FIN 48") (now incorporated into FASB ASC 740, Income Taxes), sets out a consistent framework to determine the appropriate level of tax reserves to maintain for uncertain tax positions. This interpretation uses a two-step approach wherein a tax benefit or expense is recognized if a position is more-likely-than-not to be sustained upon examination by taxing authorities. The amount of the benefit or expense is then measured to be the highest tax benefit or expense that is greater than 50% likely to be realized. Based on its analysis, the Company has determined that it has no unrecognized tax benefits or expenses as of June 30, 2016 . The Company's conclusion may be subject to review and adjustment at a later date based on factors including, but not limited to, on-going analyses of and changes to tax laws, regulations and interpretations thereof. The Company recognizes interest and penalties related to unrecognized tax benefits in interest expense and other expenses, respectively. No interest expense or penalties have been recognized as of June 30, 2016 . The Company files an income tax return in the U.S. federal jurisdiction, and may file income tax returns in various U.S. states and foreign jurisdictions. The Company may be subject to potential examination by U.S. federal, U.S. states or foreign jurisdiction authorities in the areas of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with U.S. federal, U.S. state and foreign tax laws. The Company is subject to income tax examinations by Federal, state and local taxing authorities for all tax years since inception. |
Reclassification and Presentation | Reclassification and Presentation The Company previously disclosed insurance expenses separately on the Company's Condensed Statements of Operations. |
Related Party Transactions (Tab
Related Party Transactions (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Related Party Transactions [Abstract] | |
Related Party Ownership | Ownership of Founder Shares Sponsor Independent Directors Total Founder Shares Sale of common stock to initial stockholder on August 1, 2014 8,625,000 — 8,625,000 Forfeiture of shares on October 1, 2014 (1) (1,725,000 ) — (1,725,000 ) Sale of Founder Shares to Company's independent directors on October 1, 2014 (60,000 ) 60,000 — Forfeiture of shares on December 5, 2014 (2) (892,173 ) (7,827 ) (900,000 ) 5,947,827 52,173 6,000,000 ____________________________ (1) In connection with a reduction in the size of the Public Offering, the Sponsor forfeited 1,725,000 Founder Shares. (2) As a result of the underwriters' election not to exercise the over-allotment option in connection with the Public Offering, the initial stockholders forfeited an aggregate of 900,000 Founder Shares. |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis | The following table presents information about the Company’s assets that are measured at fair value on a recurring basis as of June 30, 2016 and December 31, 2015, and indicates the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value. In general, fair values determined by Level 1 inputs utilize quoted prices (unadjusted) in active markets for identical assets or liabilities. Fair values determined by Level 2 inputs utilize data points that are observable such as quoted prices, interest rates and yield curves. Fair values determined by Level 3 inputs are unobservable data points for the asset or liability, and includes situations where there is little, if any, market activity for the asset or liability: Description June 30, 2016 Quoted Prices in Active Markets (Level 1) Significant Other Observable Inputs (Level 2) Significant Other Unobservable Inputs (Level 3) Assets: Money market funds held in Trust Account $ 240,091,511 $ 240,091,511 $ — $ — Description December 31, 2015 Quoted Prices in Active Markets (Level 1) Significant Other Observable Inputs (Level 2) Significant Other Unobservable Inputs (Level 3) Assets: Money market funds held in Trust Account $ 240,018,972 $ 240,018,972 $ — $ — |
Organization and Business Ope20
Organization and Business Operations (Narrative) (Details) - USD ($) | Oct. 07, 2014 | Jun. 30, 2016 | Dec. 31, 2015 | Aug. 01, 2014 |
Debt Instrument [Line Items] | ||||
Common stock, shares authorized | 400,000,000 | 400,000,000 | ||
Proceeds from issuance of private placement | $ 6,550,000 | |||
Proceeds from issuance | 240,000,000 | |||
Upfront underwriting commissions | 4,800,000 | |||
Aggregate fair market value | 80.00% | |||
Required asset minimum | $ 5,000,001 | |||
Closing of public offering requirement | 24 months | |||
Proceeds from sale of trust assets to pay expenses | $ 100,000 | |||
Sponsor | ||||
Debt Instrument [Line Items] | ||||
Share price (in dollars per share) | $ 0.003 | |||
Expenses related to the offering | 750,000 | |||
Proceeds from warrant exercises not held in trust | $ 1,000,000 | |||
Sponsor | Unsecured Debt | ||||
Debt Instrument [Line Items] | ||||
Debt amount | $ 79,702 | |||
Warrant | ||||
Debt Instrument [Line Items] | ||||
Share price (in dollars per share) | $ 1 | |||
IPO | ||||
Debt Instrument [Line Items] | ||||
Common stock, shares authorized | 24,000,000 | 24,000,000 | ||
Share price (in dollars per share) | $ 10 |
Significant Accounting Polici21
Significant Accounting Policies (Narrative) (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | Dec. 31, 2015 | Oct. 07, 2014 | |
Class of Stock [Line Items] | ||||||
Percentage of common stock to be redeemed in event of liquidation | 100.00% | 100.00% | ||||
Maximum amount to pay dissolution expenses | $ 100,000 | $ 100,000 | ||||
Underwriting commissions and advisory fees | 10,651,365 | |||||
Underwriting commissions | 10,560,000 | |||||
Advisory fees | 91,365 | |||||
Commissions and advisory fees | $ 500,000 | $ 500,000 | ||||
Common stock, shares authorized (in shares) | 400,000,000 | 400,000,000 | 400,000,000 | |||
Maximum redemption threshold of net tangible assets | $ 5,000,001 | $ 5,000,001 | ||||
Common stock, subject to redemption (in shares) | 22,864,925 | 22,864,925 | 22,700,592 | |||
Deferred tax assets, tax deferred expense | $ 796,030 | $ 796,030 | ||||
Effective income tax rate | 0.00% | 0.00% | ||||
Insurance expenses | $ 47,231 | $ 94,460 | ||||
IPO | ||||||
Class of Stock [Line Items] | ||||||
Common stock, shares authorized (in shares) | 24,000,000 | 24,000,000 | 24,000,000 | |||
Domestic Tax Authority | ||||||
Class of Stock [Line Items] | ||||||
Operating loss carryforwards | $ 164,657 | $ 164,657 | ||||
Warrant | ||||||
Class of Stock [Line Items] | ||||||
Antidilutive securities (in shares) | 12,000,000 | 12,000,000 | ||||
Warrant | Sponsor | ||||||
Class of Stock [Line Items] | ||||||
Antidilutive securities (in shares) | 6,550,000 | 6,550,000 |
Public Offering (Narrative) (De
Public Offering (Narrative) (Details) - USD ($) | Oct. 07, 2014 | Jun. 30, 2016 | Dec. 31, 2015 |
Related Party Transactions [Abstract] | |||
Common stock, shares authorized (in shares) | 400,000,000 | 400,000,000 | |
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 (in dollars per share) | $ 11.50 | ||
Commissions and advisory fees | $ 500,000 | $ 500,000 | |
IPO | |||
Related Party Transactions [Abstract] | |||
Common stock, shares authorized (in shares) | 24,000,000 | 24,000,000 | |
Share price (in dollars per share) | $ 10 | ||
Common stock, par value per share (in dollars per share) | 0.0001 | ||
Class of warrant or right, exercise price of warrants or rights (in dollars per share) | $ 11.50 | ||
Expiration period | 5 years | ||
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 | $ 8,400,000 | ||
Public offering, discounted underwriting per unit | $ 0.35 | ||
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 | ||
IPO | Redeemable Common Stock | |||
Related Party Transactions [Abstract] | |||
Redeemable common stock per unit (in shares) | 0.5 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | Dec. 05, 2014 | Oct. 07, 2014 | Oct. 01, 2014 | Sep. 08, 2014 | Aug. 01, 2014 | Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | Dec. 31, 2015 | Oct. 08, 2014 | ||
Related Party Transaction [Line Items] | |||||||||||||
Common stock, shares outstanding (in shares) | 7,135,075 | 7,135,075 | 7,299,408 | ||||||||||
Class of warrant or right, exercise price of warrants or rights (in dollars per share) | $ 11.50 | ||||||||||||
Common stock held in trust | $ 4,300,000 | ||||||||||||
Promissory note to affiliate | $ 200,000 | ||||||||||||
Franchise tax payable | $ 79,702 | $ 18,000 | $ 18,000 | $ 116,877 | |||||||||
Administrative fee | 0 | $ 30,000 | $ 0 | $ 60,000 | |||||||||
Closing of public offering requirement | 24 months | ||||||||||||
Compensation reimbursement fee | $ 45,000 | $ 45,000 | $ 90,000 | $ 90,000 | |||||||||
Sponsor | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Common stock, shares outstanding (in shares) | (60,000) | 8,625,000 | |||||||||||
Proceeds from sale of common stock to initial stockholder | $ 25,000 | ||||||||||||
Sale of stock, price per share (in dollars per share) | $ 0.003 | ||||||||||||
Public offering, forfeited shares | 892,173 | [1] | 1,725,000 | [2] | |||||||||
Common stock sold, founders shares | 20,000 | ||||||||||||
Common stock, shares outstanding (in shares) | 5,947,827 | 5,947,827 | 5,947,827 | ||||||||||
Percentage of shares outstanding | 20.00% | ||||||||||||
Trading period allowed after business combination | 1 year | ||||||||||||
Common stock, conversion basis, cash payout | $ 12 | ||||||||||||
Trading period for initial stockholders commencing date | 20 days | ||||||||||||
Trading day period commencing after business combination | 30 days | ||||||||||||
Period after initial business combination for initial business trading | 150 days | ||||||||||||
Temporary equity, shares authorized | 6,550,000 | ||||||||||||
Class of warrant or right, exercise price of warrants or rights (in dollars per share) | $ 1 | ||||||||||||
Proceeds from warrant exercises | $ 6,550,000 | ||||||||||||
Estimated offering expenses from private placement | 750,000 | ||||||||||||
Proceeds from warrant exercises not held in trust | 1,000,000 | ||||||||||||
Reimbursement proceeds from public offering | $ 500,000 | ||||||||||||
Due to affiliate | $ 88,800 | ||||||||||||
Total Founder Shares | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Common stock, shares outstanding (in shares) | 0 | 8,625,000 | |||||||||||
Public offering, forfeited shares | 900,000 | [1] | 1,725,000 | [2] | |||||||||
Common stock, shares outstanding (in shares) | 6,000,000 | 6,000,000 | |||||||||||
Affiliated Entity | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Closing of public offering requirement | 24 months | ||||||||||||
IPO | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Sale of stock, price per share (in dollars per share) | $ 10 | ||||||||||||
Class of warrant or right, exercise price of warrants or rights (in dollars per share) | $ 11.50 | ||||||||||||
Deferred offering costs | $ 8,400,000 | ||||||||||||
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] | |||||||||||||
Sponsor shares forfeited (in shares) | 900,000 | ||||||||||||
Office Space, Utilities, Secretarial Support and Administrative Services | IPO | Affiliated Entity | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Administrative fees expense | $ 10,000 | ||||||||||||
Transaction Fee | Affiliated Entity | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Related party expense | $ 2,640,000 | ||||||||||||
Related party, advisory fee, as a percentage of transaction value | 1.10% | ||||||||||||
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] | |||||||||||||
Sponsor shares forfeited (in shares) | 2,609 | ||||||||||||
Common stock, shares outstanding (in shares) | 17,391 | ||||||||||||
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 | ||||||||||||
RCS Capital | IPO | |||||||||||||
Related Party Transaction [Line Items] | |||||||||||||
Deferred offering costs | $ 2,640,000 | ||||||||||||
[1] | As a result of the underwriters' election not to exercise the over-allotment option in connection with the Public Offering, the initial stockholders forfeited an aggregate of 900,000 Founder Shares. | ||||||||||||
[2] | In connection with a reduction in the size of the Public Offering, the Sponsor forfeited 1,725,000 Founder Shares. |
Related Party Transactions (Own
Related Party Transactions (Ownership) (Details) - shares | Dec. 05, 2014 | Oct. 01, 2014 | Aug. 01, 2014 | Jun. 30, 2016 | Dec. 31, 2015 | ||
Related Party Transaction [Line Items] | |||||||
Common stock, shares outstanding (in shares) | 7,135,075 | 7,299,408 | |||||
Sponsor | |||||||
Related Party Transaction [Line Items] | |||||||
Common stock, shares outstanding (in shares) | (60,000) | 8,625,000 | |||||
Forfeited shares (in shares) | (892,173) | [1] | (1,725,000) | [2] | |||
Common stock, shares outstanding (in shares) | 5,947,827 | 5,947,827 | |||||
Independent Directors | |||||||
Related Party Transaction [Line Items] | |||||||
Common stock, shares outstanding (in shares) | 60,000 | 0 | |||||
Forfeited shares (in shares) | (7,827) | [1] | 0 | [2] | |||
Common stock, shares outstanding (in shares) | 52,173 | ||||||
Total Founder Shares | |||||||
Related Party Transaction [Line Items] | |||||||
Common stock, shares outstanding (in shares) | 0 | 8,625,000 | |||||
Forfeited shares (in shares) | (900,000) | [1] | (1,725,000) | [2] | |||
Common stock, shares outstanding (in shares) | 6,000,000 | ||||||
[1] | As a result of the underwriters' election not to exercise the over-allotment option in connection with the Public Offering, the initial stockholders forfeited an aggregate of 900,000 Founder Shares. | ||||||
[2] | In connection with a reduction in the size of the Public Offering, the Sponsor forfeited 1,725,000 Founder Shares. |
Deferred Underwriting Commiss25
Deferred Underwriting Commissions (Narrative) (Details) | Jun. 30, 2016USD ($) |
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] | |
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% |
Trust Account (Narrative) (Deta
Trust Account (Narrative) (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | Dec. 31, 2015 | |
Equity [Abstract] | |||||
Payments to acquire restricted investments | $ 240,000,000 | ||||
Proceeds from issuance initial public offering, net for deposit in restricted investments | 235,200,000 | ||||
Proceeds of private placement warrants for deposit in restricted investments | 4,300,000 | ||||
Proceeds paid by underwriters for deposit in restricted investments | 500,000 | ||||
Investments held in Trust Account | $ 240,091,511 | 240,091,511 | $ 240,018,972 | ||
Withdrawal of Trust Account funds for payment of Delaware franchise tax | $ 72,000 | $ 0 | $ 107,503 | $ 0 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - Fair Value, Measurements, Recurring - USD ($) | Jun. 30, 2016 | Dec. 31, 2015 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Money market funds held in Trust Account | $ 240,091,511 | $ 240,018,972 |
Quoted Prices in Active Markets (Level 1) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Money market funds held in Trust Account | 240,091,511 | 240,018,972 |
Significant Other Observable Inputs (Level 2) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Money market funds held in Trust Account | 0 | 0 |
Significant Other Unobservable Inputs (Level 3) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Money market funds held in Trust Account | $ 0 | $ 0 |
Stockholder_s Equity (Narrative
Stockholder’s Equity (Narrative) (Details) | Jun. 30, 2016voteshares | Dec. 31, 2015shares |
Equity [Abstract] | ||
Common stock, shares authorized (in shares) | 400,000,000 | 400,000,000 |
Votes per share | vote | 1 | |
Common stock and temporary equity, shares, outstanding (in shares) | 30,000,000 | 30,000,000 |
Common stock, subject to redemption (in shares) | 22,864,925 | 22,700,592 |
Preferred stock, shares authorized (in shares) | 1,000,000 | 1,000,000 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |