Exela (XELA) 10-K 28 Mar 16 2015 FY Annual report Financial data

Document and Entity Information

Document and Entity Information - USD ($)	12 Months Ended
	Dec. 31, 2015	Mar. 28, 2016	Jun. 30, 2015
Document and Entity Information [Abstract]
Entity Registrant Name	Quinpario Acquisition Corp. 2
Entity Central Index Key	1,620,179
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Document Type	10-K
Document Period End Date	Dec. 31, 2015
Document Fiscal Year Focus	2,015
Document Fiscal Period Focus	FY
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Filer Category	Non-accelerated Filer
Entity Public Float			$ 347,900,000
Entity Common Stock, Shares Outstanding		43,750,000

Balance Sheets

Balance Sheets - USD ($)		Dec. 31, 2015	Dec. 31, 2014
Current asset:
Cash and cash equivalents		$ 881,923	$ 1,273
Prepaid insurance		74,715	27,017
Total current assets		956,638	$ 28,290
Noncurrent assets:
Cash and investments held in Trust Account		$ 350,155,268
Deferred offering costs			$ 184,087
Total assets		$ 351,111,906	212,377
Current liabilities:
Notes payable to related party			$ 240,715
Accounts payable and accrued expenses		$ 67,420
Total current liabilities		67,420	$ 240,715
Deferred underwriters' fees		12,250,000
Total liabilities		$ 12,317,420	$ 240,715
Commitments
Common stock subject to possible redemption; 33,364,647 shares (at redemption value)		$ 333,794,485
Stockholders' equity (deficit):
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding
Common stock, $0.0001 par value; 135,000,000 shares authorized; 10,385,353 and 10,062,500 shares issued and outstanding at December 31, 2015 and December 31, 2014, respectively (which excludes 33,364,647 shares subject to possible redemption at December 31, 2015).	[1]	$ 1,039	$ 1,006
Additional paid-in capital		5,424,227	23,994
Accumulated deficit		(425,265)	(53,338)
Total stockholders' equity (deficit)		5,000,001	(28,338)
Total liabilities and stockholders' equity (deficit)		$ 351,111,906	$ 212,377
[1]	The December 31, 2014 amount includes an aggregate of 1,312,500 shares that were forfeited in January 2015 by the Sponsor following notice from the underwriters that they were waiving their right to exercise any portion of their over-allotment option (see note 4).

Balance Sheets (Parenthetical)

Balance Sheets (Parenthetical) - $ / shares	Dec. 31, 2015	Dec. 31, 2014
Statement of Financial Position [Abstract]
Shares subject to possible redemption	33,364,647
Preferred stock par value	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	1,000,000	1,000,000
Preferred stock, shares issued
Preferred stock, shares outstanding
Common stock par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	135,000,000	135,000,000
Common stock, shares issued	10,385,353	10,062,500
Common stock, shares outstanding	10,385,353	10,062,500
Aggregate of forfeiture shares		1,312,500

Statements of Operations

Statements of Operations - USD ($)		6 Months Ended	12 Months Ended
		Dec. 31, 2014	Dec. 31, 2015
Income Statement [Abstract]
Reimbursement of due diligence expenses			$ 500,000
General and administrative costs		$ (53,338)	(1,027,734)
Loss from operations		$ (53,338)	(527,734)
Interest income			155,807
Net loss		$ (53,338)	$ (371,927)
Weighted average number of common shares outstanding - basic and diluted	[1]	8,750,000	10,261,416
Net loss per common share - basic and diluted		$ (0.01)	$ (0.04)
[1]	The amount for the periods from July 15, 2014 (inception) to December 31, 2014 and from January 1, 2015 to December 31, 2015 excludes an aggregate of 1,312,500 shares that were forfeited in January 2015 by the Sponsor following notice from the underwriters that they were waiving their right to exercise any portion of their over-allotment option (see note 4).

Statements of Operations (Paren

Statements of Operations (Parenthetical) - shares	6 Months Ended	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2015
Income Statement [Abstract]
Forfeited aggregate shares	1,312,500	1,312,500

Statement of Changes in Stockho

Statement of Changes in Stockholders' Equity (Deficit) - USD ($)	Total	Common Stock	Additional Paid-in Capital	Accumulated Deficit
Beginning balance at Jul. 15, 2014
Beginning balance, Shares at Jul. 15, 2014
Sale of common stock issued to initial stockholder	$ 25,000	$ 1,006	$ 23,994
Sale of common stock issued to initial stockholder, shares		10,062,500
Net loss	(53,338)			$ (53,338)
Ending balance at Dec. 31, 2014	(28,338)	$ 1,006	$ 23,994	$ (53,338)
Ending balance, shares at Dec. 31, 2014		10,062,500
Proceeds from the sale of 35,000,000 units	350,000,000	$ 3,500	349,996,500
Proceeds from the sale of 35,000,000 units, shares		35,000,000
Underwriters' discount and offering expenses	(19,805,250)		(19,805,250)
Proceeds from the sale of 18,000,000 warrants to Initial Stockholder	$ 9,000,000		9,000,000
Forfeiture of 1,312,500 shares following notice that Underwriters waived their right to exercise overallotment option.		$ (131)	131
Forfeiture of 1,312,500 shares following notice that Underwriters waived their right to exercise overallotment option, shares		(1,312,500)
Proceeds subject to possible redemption of 33,364,647 shares at redemption value	$ (333,794,485)	$ (3,336)	$ (333,791,148)
Proceeds subject to possible redemption of 33,364,647 shares at redemption value, shares		(33,364,647)
Net loss	(371,927)			$ (371,927)
Ending balance at Dec. 31, 2015	$ 5,000,001	$ 1,039	$ 5,424,227	$ (425,265)
Ending balance, shares at Dec. 31, 2015		10,385,353

Statement of Changes in Stockh7

Statement of Changes in Stockholders' Equity (Deficit) (Parenthetical)	12 Months Ended
	Dec. 31, 2015shares
Statement of Stockholders' Equity [Abstract]
Number of units sold	35,000,000
Sale of warrants to initial stockholder	18,000,000
Forfeited aggregate shares	1,312,500
Proceeds subject to possible redemption of shares	33,364,647

Statements of Cash Flows

Statements of Cash Flows - USD ($)	6 Months Ended	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2015
Cash Flows from Operating Activities:
Net loss	$ (53,338)	$ (371,927)
Adjustments to reconcile net loss to net cash used in operating activities:
Interest income on restricted cash and investments held in trust less $540 withdrawn to pay taxes		(155,268)
Changes in operation assets and liabilities:
Prepaid insurance	$ (27,017)	(47,697)
Accounts payable and accrued expenses		67,420
Net Cash Used in Operating Activities	$ (80,355)	(507,472)
Cash Flows from Investing Activities:
Proceeds deposited in trust account		(350,000,000)
Net Cash Used in Investing Activities		(350,000,000)
Cash Flows from Financing Activities:
Repayment of note payable to related party		$ (325,370)
Proceeds from issuance of common stock to initial stockholder	$ 25,000
Payment of deferred offering costs	(184,087)
Proceeds from note payable to related party	$ 240,715	$ 84,655
Proceeds from initial public offering, net of costs		342,628,838
Proceeds from private placement		9,000,000
Net Cash Provided by Financing Activities	$ 81,628	351,388,123
Net increase in cash and cash equivalents	$ 1,273	880,651
Cash and cash equivalents - beginning		1,273
Cash and cash equivalents - ending	$ 1,273	881,923
Supplemental disclosure of noncash investing and financing activities:
Deferred underwriters' fees		$ 12,250,000

Statements of Cash Flows (Paren

Statements of Cash Flows (Parenthetical)	12 Months Ended
	Dec. 31, 2015USD ($)
Statements of Cash Flows [Abstract]
Interest income on restricted cash and cash equivalents held in trust less amount withdrawn to pay taxes	$ 540

Description of Organization and

Description of Organization and Business Operations	12 Months Ended
	Dec. 31, 2015
Description of Organization and Business Operations [Abstract]
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS	1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Quinpario Acquisition Corp. 2 (“us”, “we”, “Company” or “our”) is a blank check company incorporated in Delaware on July 15, 2014. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses or entities (“Business Combination”). All activity through December 31, 2015 relates to the Company’s formation, initial public offering described below and search for a Business Combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. The registration statement for the Company’s initial public offering (“Initial Public Offering”) was declared effective on January 15, 2015. The Company consummated the Initial Public Offering of 35,000,000 units (“Units”) at $10.00 per Unit on January 22, 2015, generating gross proceeds of $350,000,000, which is described in Note 3. Simultaneously with the closing of the Initial Public Offering, the Company consummated the private placement of 18,000,000 warrants (“Private Placement Warrants”) at a price of $0.50 per warrant to Quinpario Partners 2, LLC, the Company’s sponsor (“Sponsor”), generating gross proceeds of $9,000,000, which is described in Note 3. Transaction costs amounted to $19,805,250, consisting of $7,000,000 of underwriting fees, $12,250,000 of deferred underwriting fees (which are held in the Trust Account (defined below)), $555,250 of Initial Public Offering costs and $63,920 of other expenses incurred through January 22, 2015. In addition, $1,380,830 of cash was available to fund operations and held outside of the Trust Account on January 22, 2015. Following the closing of the Initial Public Offering on January 22, 2015, an amount of $350,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the Private Placement Warrants was placed in a trust account (“Trust Account”) and has been invested in U.S. treasury bills, notes or bonds with a maturity of 180 days or less or in any open ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of paragraphs (c)(2), (c)(3) and (c)(4) of Rule 2a-7 of the Investment Company Act of 1940 and that invest solely in U.S. treasuries, as determined by the Company, until the earlier of: (i) the consummation of a Business Combination or (ii) the distribution of the Trust Account as described below. The Company’s management has broad discretion with respect to the specific application of the net proceeds of its Initial Public Offering, although substantially all of the net proceeds of the Initial Public Offering are intended to be generally applied toward consummating a Business Combination. Furthermore, there is no assurance that the Company will be able to successfully affect a Business Combination. On June 19, 2015, the Company received a $500,000 reimbursement for expenses that it incurred in connection with the due diligence of a potential business combination that did not materialize. We will either (1) seek stockholder approval of our initial Business Combination at a meeting called for such purpose at which stockholders may seek to convert their shares, regardless of whether they vote for or against the proposed Business Combination, into their pro rata share of the aggregate amount then on deposit in the Trust Account (net of taxes payable), or (2) provide our stockholders with the opportunity to sell their shares to us by means of a tender offer (and thereby avoid the need for a stockholder vote) for an amount equal to their pro rata share of the aggregate amount then on deposit in the Trust Account (net of taxes payable), in each case subject to the limitations described herein. The decision as to whether we will seek stockholder approval of our proposed Business Combination or allow stockholders to sell their shares to us in a tender offer will be made by us, solely in our 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 us to seek stockholder approval. If we engage in a tender offer, we will file tender offer documents with the Securities and Exchange Commission (“SEC”) which will contain substantially the same financial and other information about the initial Business Combination as is required under the SEC’s proxy rules. We will consummate our initial Business Combination only if we have net tangible assets of at least $5,000,001 upon such consummation and, solely if we seek stockholder approval, a majority of the outstanding shares of common stock voted are voted in favor of the Business Combination. Notwithstanding the foregoing, the Amended and Restated Certificate of Incorporation of the Company provides that a public stockholder, together with any affiliate or other person with whom such public stockholder is acting in concert or as a “group” (within the meaning of Section 13 of the Securities Act of 1934, as amended (the “Securities Act”)), will be restricted from seeking redemption rights with respect to an aggregate of more than 15% of the public shares (but only with respect to the amount over 15% of the public shares). The Company’s Units, common stock and warrants are listed on the Nasdaq Capital Market (“NASDAQ”). Pursuant to the NASDAQ listing rules, the Company’s initial Business Combination must be with a target business or businesses whose collective fair market value is at least equal to 80% of the balance in the Trust Account (excluding deferred underwriting commissions and taxes payable) at the time of the execution of a definitive agreement for such Business Combination, although this may entail simultaneous acquisitions of several target businesses. The Company will have until January 22, 2017 to consummate its initial Business Combination. If the Company is unable to consummate an initial Business Combination within such time period, it will, as promptly as possible but not more than ten business days thereafter, redeem 100% of the outstanding public shares for a pro rata portion of the funds held in the Trust Account and then seek to dissolve and liquidate. In such event, the warrants will expire worthless. The Company expects the redemption price to be $10.00 per share of common stock, without taking into account any interest earned on such funds. However, the Company may not be able to distribute such amounts as a result of claims of creditors which may take priority over the claims of public stockholders.

Summary of Significant Accounti

Summary of Significant Accounting Policies	12 Months Ended
	Dec. 31, 2015
Summary of Significant Accounting Policies [Abstract]
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of presentation The accompanying financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Cash and investments held in Trust Account The amounts held in the Trust Account represent substantially all of the proceeds of the Initial Public Offering and are classified as restricted assets since such amounts can only be used by the Company in connection with the consummation of a Business Combination. As of December 31, 2015, cash and investments held in the Trust Account consisted of $350,154,498 in United States Treasury Bills (net of $3,502 of unrealized discounts) with an original maturity of 180 days or less and $770 in cash. Shares subject to possible redemption The Company accounts for its shares subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Shares subject to mandatory redemption (if any) are classified as a liability instrument and measured at fair value. Conditionally redeemable shares (including shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, shares are classified as stockholders’ equity. The Company’s shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at December 31, 2015, 33,364,647 shares subject to possible redemption in the amount of $333,794,485 are presented as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet. Net income (loss) per common share The Company complies with accounting and disclosure requirements of the Financial Accounting Standards Board (“FASB”) ASC 260, “Earnings Per Share.” Net income (loss) per common share is computed by dividing net income (loss) applicable to common stockholders by the weighted average number of common shares outstanding for the period, which excludes an aggregate of 1,312,500 shares that were forfeited by the Sponsor on January 22, 2015 following notice from the underwriters that they were waving their right to exercise any portion of their over-allotment option (see Note 4). The Company has not considered the effect of (i) warrants sold in the Initial Public Offering to purchase 17,500,000 shares of the Company and (ii) the Private Placement Warrants to purchase 9,000,000 shares of the Company, in the calculation of diluted loss per share, since the exercise of the warrants is contingent on the occurrence of future events. 33,364,647 shares subject to possible redemption at December 31, 2015, were also excluded from the calculation of basic income (loss) per ordinary share since such shares, if redeemed, only participate in their pro rata share of the trust earnings. At December 31, 2015, the Company did not have any other dilutive securities or other contracts that could, potentially, be exercised or converted into common stock and then share in the earnings of the Company. As a result, diluted income (loss) per common share is the same as basic income (loss) per common share for the period. Concentration of credit risk Financial instruments that potentially subject the Company to concentration of credit risk consist of cash accounts in a financial institution which, at times may exceed the federal depository insurance coverage of $250,000. The Company has not experienced losses on these accounts and since the Company maintains its cash accounts with major financial institutions, management believes the Company is not exposed to significant risks on such accounts. Fair value of financial instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet, primarily due to their short-term nature. Use of estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Deferred offering costs Deferred offering costs consist of professional and underwriting fees incurred through the balance sheet date that are directly related to the Initial Public Offering and that were charged to stockholders’ equity upon the completion of the Initial Public Offering. 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. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. There were no unrecognized tax benefits as of December 31, 2015. FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties as income tax expense. No amounts were accrued for the payment of interest and penalties at December 31, 2015. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company may be subject to potential examination by U.S. federal and state 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 and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. Federal and Missouri income tax returns for 2014 are currently open to examination although no audits are ongoing. Recently issued accounting standards Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements.

Initial Public Offering

Initial Public Offering	12 Months Ended
	Dec. 31, 2015
Initial Public Offering [Abstract]
INITIAL PUBLIC OFFERING	3. INITIAL PUBLIC OFFERING On January 22, 2015, the Company sold 35,000,000 Units at $10.00 per Unit. Each Unit consists of one share of common stock and one warrant. Each warrant entitles the holder thereof to purchase one-half of one share of common stock at a price of $5.75 per half share. Warrants may be exercised only for a whole number of shares of common stock. No fractional shares will be issued upon exercise of the warrants. Each warrant will become exercisable 30 days after the completion of an initial Business Combination, and will expire five years after the completion of an initial Business Combination, or earlier upon redemption. We may redeem the outstanding warrants (excluding the Private Placement Warrants), in whole and not in part, at a price of $0.01 per warrant: ● upon a minimum of 30 days’ prior written notice of redemption, ● if, and only if, the last sales price of our shares of common stock equals or exceeds $24.00 per share for any 20 trading days within a 30 trading day period (the “30-day trading period”) ending three business days before we send the notice of redemption, and ● if, and only if, there is a current registration statement in effect with respect to the shares of common stock underlying such warrants commencing five business days prior to the 30-day trading period and continuing each day thereafter until the date of redemption. If we call the warrants for redemption as described above, our management will have the option to require all holders that wish to exercise warrants to do so on a “cashless basis.” Simultaneously with the Initial Public Offering, the Sponsor purchased an aggregate of 18,000,000 Private Placement Warrants at a price of $0.50 per warrant ($9,000,000 in the aggregate) in a private placement. The proceeds from the purchase of the Private Placement Warrants were placed in the Trust Account. The Private Placement Warrants are identical to the warrants included in the Units sold in the Initial Public Offering except the Private Placement Warrants will be non-redeemable and may be exercised on a cashless basis, at the holder’s option, in each case so long as they continue to be held by the Sponsor or its permitted transferees. The purchaser has also agreed not to transfer, assign or sell any of the Private Placement Warrants or underlying securities (subject to certain exceptions) until 30 days after the completion of an initial Business Combination.

Related Party Transactions

Related Party Transactions	12 Months Ended
	Dec. 31, 2015
Related Party Transactions [Abstract]
RELATED PARTY TRANSACTIONS	4. RELATED PARTY TRANSACTIONS In September 2014, the Sponsor purchased an aggregate of 10,062,500 shares of our common stock (the “Insider Shares”), for an aggregate purchase price of $25,000. The managing member of the Sponsor is Quinpario Partners LLC (“Quinpario Partners”), and the managing member of Quinpario Partners is our Chairman, Jeffry N. Quinn. On November 10, 2014, the Sponsor transferred 300,000 Insider Shares to independent directors of the Company. The Insider Shares held by our initial stockholders, which include the Sponsor, management team and directors, included an aggregate of up to 1,312,500 shares subject to forfeiture to the extent that the underwriters’ over-allotment option was not exercised in full or in part, so that our initial stockholders would collectively own 20.0% of our issued and outstanding shares after the Initial Public Offering (assuming they did not purchase units in the Initial Public Offering). On January 22, 2015, the underwriters informed the Company that they were waiving their right to exercise any portion of their over-allotment option. As a result, the Sponsor forfeited an aggregate of 1,312,500 Insider Shares, leaving the initial stockholders with an aggregate of 8,750,000 Insider Shares. The Company has recorded the forfeited shares as treasury stock and simultaneously retired and cancelled the shares and charged additional paid-in capital. In order to meet our working capital needs following the consummation of the Initial Public Offering, our Sponsor, officers and directors and their respective affiliates may, but are not obligated to, loan us funds, from time to time or at any time, in whatever amount they deem reasonable in their sole discretion. Each loan would be evidenced by a non-interest bearing promissory note. The notes would either be paid upon consummation of an initial Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of the notes may be converted upon consummation of the Business Combination into additional Private Placement Warrants at a price of $0.50 per warrant. If we do not complete a Business Combination, the loans will not be repaid. Quinpario Partners had loaned and advanced to us a total of $325,370 which was used to pay operating expenses and costs associated with the Initial Public Offering. These loans and advances were non-interest bearing, unsecured and repaid at the consummation of the Initial Public Offering out of the proceeds of the Initial Public Offering. Quinpario Partners and Jeffry N. Quinn have agreed that they will be liable to ensure that the proceeds in the Trust Account are not reduced by the claims of target businesses or claims of vendors or other entities that are owed money by us for services rendered or contracted for or products sold to us, but they may not be able to satisfy their indemnification obligations if they are required to do so. Furthermore, they will have no liability under this indemnity as to any claimed amounts owed to a target business or vendor or other entity who has executed an agreement with us waiving any right, title, interest or claim of any kind they may have in or to any monies held in the Trust Account. The initial stockholders have agreed not to transfer, assign or sell any of the Insider Shares (except to certain permitted transferees) until (1) with respect to 20% of the Insider Shares, the consummation of an initial Business Combination and (2) with respect to the remaining 80% of the Insider Shares, the earlier of one year after the date of the consummation of an initial Business Combination or if after 150 days after an initial Business Combination, the closing 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. Notwithstanding the foregoing, the foregoing transfer restrictions will be removed earlier if, after an initial Business Combination, the Company consummates a subsequent (i) liquidation, merger, stock exchange or other similar transaction which results in all of the Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property or (ii) consolidation, merger or other change in the majority of the Company’s management team. Pursuant to a registration rights agreement entered into on January 15, 2015 with the Company’s initial stockholders, the Company is required to register certain securities for sale under the Securities Act. The holders of a majority of these securities are entitled to make up to three demands that we register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to our consummation of an initial Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Quinpario Partners has agreed that, commencing on January 15, 2015 through the earlier of our consummation of an initial Business Combination or our liquidation, it will make available to us certain general and administrative services, including office space, utilities and administrative support, as we may require from time to time. We have agreed to pay Quinpario Partners $10,000 per month for these services. For the year ended December 31, 2015, the Company paid $110,000 of expense pursuant to the administrative services agreement. In November 2015, the Company reimbursed Quinpario Partners $38,522 for dues and subscriptions relating to systems that the Company utilizes in searching for a target business.

Commitments

Commitments	12 Months Ended
	Dec. 31, 2015
Commitments [Abstract]
COMMITMENTS	5. COMMITMENTS The underwriters are entitled to an underwriting discount of five and one-half percent (5.5%), of which two percent (2.0%), or $7,000,000, was paid in cash at the closing of the Initial Public Offering on January 22, 2015, and three and one-half percent (3.5%), or $12,250,000, has been deferred. The deferred fee will be payable in cash upon the closing of an initial Business Combination. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes the Business Combination, subject to the terms of the underwriting agreement. If an initial Business Combination is not consummated, the deferred fees will not be paid.

Fair Value Measurements

Fair Value Measurements	12 Months Ended
	Dec. 31, 2015
Fair Value Measurements [Abstract]
FAIR VALUE MEASUREMENTS	6. FAIR VALUE MEASUREMENTS The Company has adopted FASB ASC 820 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 adoption of FASB ASC 820 did not have an impact on the Company’s financial position or results of operations. The following table presents information about the Company’s assets that are measured at fair value on a recurring basis as of December 31, 2015 and indicates the fair value hierarchy of the valuation techniques 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, and includes situations where there is little, if any, market activity for the asset: Description Balances, at Quoted Prices in Active Markets (Level 1) Significant Significant Assets: U.S. Treasury Securities $ 350,154,498 $ 350,154,498 Total $ 350,154,498 $ 350,154,498

Stockholders' Equity

Stockholders' Equity	12 Months Ended
	Dec. 31, 2015
Stockholders' Equity [Abstract]
STOCKHOLDERS' EQUITY	7. STOCKHOLDERS’ EQUITY Common Stock Preferred Stock

Income Tax

Income Tax	12 Months Ended
	Dec. 31, 2015
Income Tax [Abstract]
INCOME TAX	8. INCOME TAX The Company’s net deferred tax assets are as follows: For the year For the Deferred tax asset Net operating loss carryforward $ 185,841 $ 23,309 Total deferred tax assets 185,841 23,309 Valuation allowance (185,841 ) (23,309 ) Deferred tax asset, net of allowance $ - $ - The income tax provision (benefit) consists of the following: For the year For the Federal Current $ - $ - Deferred (130,174 ) (18,668 ) State Current $ - $ - Deferred (32,358 ) (4,641 ) Total provision (benefit) (162,532 ) (23,309 ) Change in valuation allowance 162,532 23,309 Income tax provision (benefit) $ - $ - A reconciliation of the federal income tax rate to the Company’s effective tax rate at December 31, 2015 and 2014 is as follows: For the year For the Statutory federal income tax rate (35.00 )% (35.00 )% State taxes, net of federal tax benefit (8.70 )% (8.70 )% Change in valuation allowance 43.70 % 43.70 % Income tax provision (benefit) 0 % 0 % As of December 31, 2015, the Company had U.S. federal and state net operating loss carryovers (“NOLs”) of $425,265 available to offset future taxable income. These NOLs expire beginning January 1, 2035. In accordance with Section 382 of the Internal Revenue Code, deductibility of the Company’s NOLs may be subject to an annual limitation in the event of a change in control as defined under the regulations. In assessing the realization of the deferred tax assets, management considers whether it is more likely than not that some portion of all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences representing net future deductible amounts become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. After consideration of all of the information available, management believes that significant uncertainty exists with respect to future realization of the deferred tax assets and has therefore established a full valuation allowance. For the years ended December 31, 2015 and December 31, 2014, the change in the valuation allowance was $162,532 and $23,309, respectively.

Quarterly Financial Results (Un

Quarterly Financial Results (Unaudited)	12 Months Ended
	Dec. 31, 2015
Quarterly Financial Results (Unaudited) [Abstract]
QUARTERLY FINANCIAL RESULTS (UNAUDITED)	9. QUARTERLY FINANCIAL RESULTS (UNAUDITED) The following table sets forth certain unaudited quarterly results of operations of the Company for the period from July 15, 2014 (inception) to December 31, 2014 and the year ended December 31, 2015. In the opinion of management, this information has been prepared on the same basis as the audited financial statements and all necessary adjustments, consisting only of normally recurring adjustments, have been included in the amounts stated below to present fairly the quarterly information when read in conjunction with the audited financial statements and related notes. The quarterly operating results are not necessarily indicative of future results of operations. For the Quarter Ended September 30, December 31, March 31, June 30, September 30, December 31, 2014 2014 2015 2015 2015 2015 (Unaudited) (Unaudited) (Unaudited) (Unaudited) (Unaudited) (Unaudited) Revenue $ - $ - $ - $ - $ - $ - Gross Profit - - - - - - Net Income (Loss) attributable to common shares outstanding (24,442 ) (28,896 ) (177,064 ) 10,422 (93,945 ) (111,340 ) Net Income (Loss) per common share outstanding, basic and diluted $ (0.00 ) $ (0.00 ) $ (0.02 ) $ 0.00 $ (0.01 ) $ (0.01 )

Subsequent Events

Subsequent Events	12 Months Ended
	Dec. 31, 2015
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	10. SUBSEQUENT EVENTS Management has approved the financial statements and performed an evaluation of subsequent events through the date the financial statements were issued, noting no additional items which require adjustment or disclosure.

Summary of Significant Accoun20

Summary of Significant Accounting Policies (Policies)	12 Months Ended
	Dec. 31, 2015
Summary of Significant Accounting Policies [Abstract]
Basis of presentation	Basis of presentation The accompanying financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”).
Cash and investments held in Trust Account	Cash and investments held in Trust Account The amounts held in the Trust Account represent substantially all of the proceeds of the Initial Public Offering and are classified as restricted assets since such amounts can only be used by the Company in connection with the consummation of a Business Combination. As of December 31, 2015, cash and investments held in the Trust Account consisted of $350,154,498 in United States Treasury Bills (net of $3,502 of unrealized discounts) with an original maturity of 180 days or less and $770 in cash.
Shares subject to possible redemption	Shares subject to possible redemption The Company accounts for its shares subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Shares subject to mandatory redemption (if any) are classified as a liability instrument and measured at fair value. Conditionally redeemable shares (including shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, shares are classified as stockholders’ equity. The Company’s shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at December 31, 2015, 33,364,647 shares subject to possible redemption in the amount of $333,794,485 are presented as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet.
Net income (loss) per common share	Net income (loss) per common share The Company complies with accounting and disclosure requirements of the Financial Accounting Standards Board (“FASB”) ASC 260, “Earnings Per Share.” Net income (loss) per common share is computed by dividing net income (loss) applicable to common stockholders by the weighted average number of common shares outstanding for the period, which excludes an aggregate of 1,312,500 shares that were forfeited by the Sponsor on January 22, 2015 following notice from the underwriters that they were waving their right to exercise any portion of their over-allotment option (see Note 4). The Company has not considered the effect of (i) warrants sold in the Initial Public Offering to purchase 17,500,000 shares of the Company and (ii) the Private Placement Warrants to purchase 9,000,000 shares of the Company, in the calculation of diluted loss per share, since the exercise of the warrants is contingent on the occurrence of future events. 33,364,647 shares subject to possible redemption at December 31, 2015, were also excluded from the calculation of basic income (loss) per ordinary share since such shares, if redeemed, only participate in their pro rata share of the trust earnings. At December 31, 2015, the Company did not have any other dilutive securities or other contracts that could, potentially, be exercised or converted into common stock and then share in the earnings of the Company. As a result, diluted income (loss) per common share is the same as basic income (loss) per common share for the period.
Concentration of credit risk	Concentration of credit risk Financial instruments that potentially subject the Company to concentration of credit risk consist of cash accounts in a financial institution which, at times may exceed the federal depository insurance coverage of $250,000. The Company has not experienced losses on these accounts and since the Company maintains its cash accounts with major financial institutions, management believes the Company is not exposed to significant risks on such accounts.
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 FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet, primarily due to their short-term nature.
Use of estimates	Use of estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Deferred offering costs	Deferred offering costs Deferred offering costs consist of professional and underwriting fees incurred through the balance sheet date that are directly related to the Initial Public Offering and that were charged to stockholders’ equity upon the completion of the Initial Public Offering.
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. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. There were no unrecognized tax benefits as of December 31, 2015. FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties as income tax expense. No amounts were accrued for the payment of interest and penalties at December 31, 2015. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company may be subject to potential examination by U.S. federal and state 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 and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. Federal and Missouri income tax returns for 2014 are currently open to examination although no audits are ongoing.
Recently issued accounting standards	Recently issued accounting standards Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements.

Fair Value Measurements (Tables

Fair Value Measurements (Tables)	12 Months Ended
	Dec. 31, 2015
Fair Value Measurements [Abstract]
Schedule of fair values level 3 inputs unobservable assets measured on a recurring basis	Description Balances, at Quoted Prices in Active Markets (Level 1) Significant Significant Assets: U.S. Treasury Securities $ 350,154,498 $ 350,154,498 Total $ 350,154,498 $ 350,154,498

Income Tax (Tables)

Income Tax (Tables)	12 Months Ended
	Dec. 31, 2015
Income Tax [Abstract]
Schedule of net deferred tax assets	For the year For the Deferred tax asset Net operating loss carryforward $ 185,841 $ 23,309 Total deferred tax assets 185,841 23,309 Valuation allowance (185,841 ) (23,309 ) Deferred tax asset, net of allowance $ - $ -
Schedule of income tax provision (benefit)	For the year For the Federal Current $ - $ - Deferred (130,174 ) (18,668 ) State Current $ - $ - Deferred (32,358 ) (4,641 ) Total provision (benefit) (162,532 ) (23,309 ) Change in valuation allowance 162,532 23,309 Income tax provision (benefit) $ - $ -
Schedule of reconciliation of the federal income tax rate	For the year For the Statutory federal income tax rate (35.00 )% (35.00 )% State taxes, net of federal tax benefit (8.70 )% (8.70 )% Change in valuation allowance 43.70 % 43.70 % Income tax provision (benefit) 0 % 0 %

Quarterly Financial Results (23

Quarterly Financial Results (Unaudited) (Tables)	12 Months Ended
	Dec. 31, 2015
Quarterly Financial Results (Unaudited) [Abstract]
Schedule of quarterly financial results	For the Quarter Ended September 30, December 31, March 31, June 30, September 30, December 31, 2014 2014 2015 2015 2015 2015 (Unaudited) (Unaudited) (Unaudited) (Unaudited) (Unaudited) (Unaudited) Revenue $ - $ - $ - $ - $ - $ - Gross Profit - - - - - - Net Income (Loss) attributable to common shares outstanding (24,442 ) (28,896 ) (177,064 ) 10,422 (93,945 ) (111,340 ) Net Income (Loss) per common share outstanding, basic and diluted $ (0.00 ) $ (0.00 ) $ (0.02 ) $ 0.00 $ (0.01 ) $ (0.01 )

Description of Organization a24

Description of Organization and Business Operations (Details) - USD ($)	Jun. 19, 2015	Jan. 22, 2015	Dec. 31, 2015
Description of Organization and Business Operations (Textual)
Number of units sold			35,000,000
Transaction costs			$ 19,805,250
Underwriting fees			7,000,000
Deferred underwriting fees			12,250,000
Offering costs			555,250
Other expenses		$ 63,920
Cash held in trust account		$ 1,380,830
Net tangible assets			5,000,001
Reimbursement Revenue	$ 500,000		$ 500,000
Description of redemption rights			Redemption rights with respect to an aggregate of more than 15% of the public shares (but only with respect to the amount over 15% of the public shares).
Warrants exercise price			$ 0.50
Initial Public Offering [Member]
Description of Organization and Business Operations (Textual)
Number of units sold		35,000,000
Number of units sold, value		$ 350,000,000
Price per share		$ 10
Description of sale of stock			The Company will have until January 22, 2017 to consummate its initial Business Combination. If the Company is unable to consummate an initial Business Combination within such time period, it will, as promptly as possible but not more than ten business days thereafter, redeem 100% of the outstanding public shares.
Redemption price per share			$ 10
Private Placement [Member]
Description of Organization and Business Operations (Textual)
Number of units sold			18,000,000
Number of units sold, value			$ 9,000,000
Warrants exercise price			$ 0.50

Summary of Significant Accoun25

Summary of Significant Accounting Policies (Details) - USD ($)	1 Months Ended	12 Months Ended
	Jan. 22, 2015	Dec. 31, 2015
Summary of Significant Accounting Policies (Textual)
Assets held in trust account		$ 350,154,498
cash		770
Unrealized discounts		$ 3,502
Shares subject to possible redemption		33,364,647
Subject to possible redemption value		$ 333,794,485
Weighted average number of common shares outstanding forfeited	1,312,500
Federal depository insurance coverage		$ 250,000
IPO [Member]
Summary of Significant Accounting Policies (Textual)
Purchase of warrants		17,500,000
Private Placement [Member]
Summary of Significant Accounting Policies (Textual)
Purchase of warrants		9,000,000

Initial Public Offering (Detail

Initial Public Offering (Details) - USD ($)	1 Months Ended	12 Months Ended
	Jan. 22, 2015	Dec. 31, 2015
Initial Public Offering (Textual)
Number of units sold		35,000,000
Warrants exercise price		$ 0.50
IPO [Member]
Initial Public Offering (Textual)
Number of units sold	35,000,000
Number of units sold, value	$ 350,000,000
Description of business combination	Each Unit consists of one share of common stock and one warrant. Each warrant entitles the holder thereof to purchase one-half of one share of common stock at a price of $5.75 per half share. Warrants may be exercised only for a whole number of shares of common stock. No fractional shares will be issued upon exercise of the warrants. Each warrant will become exercisable 30 days after the completion of an initial Business Combination, and will expire five years after the completion of an initial Business Combination, or earlier upon redemption. We may redeem the outstanding warrants (excluding the Private Placement Warrants), in whole and not in part, at a price of $0.01 per warrant.
Description of outstanding warrants	We may redeem the outstanding warrants (excluding the Private Placement Warrants), in whole and not in part, at a price of $0.01 per warrant: ● upon a minimum of 30 days’ prior written notice of redemption, ● if, and only if, the last sales price of our shares of common stock equals or exceeds $24.00 per share for any 20 trading days within a 30 trading day period (the “30-day trading period”) ending three business days before we send the notice of redemption, and ● if, and only if, there is a current registration statement in effect with respect to the shares of common stock underlying such warrants commencing five business days prior to the 30-day trading period and continuing each day thereafter until the date of redemption.
Common stock share price	$ 10
Private Placement [Member]
Initial Public Offering (Textual)
Number of units sold		18,000,000
Number of units sold, value		$ 9,000,000
Warrants exercise price		$ 0.50

Related Party Transactions (Det

Related Party Transactions (Details) - USD ($)	Jan. 15, 2015	Nov. 10, 2014	Nov. 30, 2015	Jan. 22, 2015	Sep. 30, 2014	Dec. 31, 2014	Dec. 31, 2015
Related Party Transactions (Textual)
Purchase price of common stock						$ 25,000
Weighted average number of common shares outstanding forfeited				1,312,500
General and administrative services	$ 10,000					$ 53,338	$ 1,027,734
Initial business combination							$ 1,500,000
Warrants exercise price							$ 0.50
Description of Initial business combination							(1) with respect to 20% of the Insider Shares, the consummation of an initial Business Combination and (2) with respect to the remaining 80% of the Insider Shares, the earlier of one year after the date of the consummation of an initial Business Combination or if after 150 days after an initial Business Combination, the closing 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. Notwithstanding the foregoing, the foregoing transfer restrictions will be removed earlier if, after an initial Business Combination, the Company consummates a subsequent (i) liquidation, merger, stock exchange or other similar transaction which results in all of the Company's stockholders having the right to exchange their shares of common stock for cash, securities or other property or (ii) consolidation, merger or other change in the majority of the Company's management team.
Loan and advance to pay operating expenses and costs							$ 325,370
Total expenses							$ 110,000
Subscriptions reimbursed			$ 38,522
Sponsor [Member]
Related Party Transactions (Textual)
Purchase of common stock, share					10,062,500
Purchase price of common stock					$ 25,000
Shares transferred to independent directors		300,000
Weighted average number of common shares outstanding forfeited				8,750,000
Percentage of sale of stock after transaction		20.00%

Commitments (Details)

Commitments (Details)	12 Months Ended
	Dec. 31, 2015
Commitments (Textual)
Underwriters commitment description	The underwriters are entitled to an underwriting discount of five and one-half percent (5.5%), of which two percent (2.0%), or $7,000,000, was paid in cash at the closing of the Initial Public Offering on January 22, 2015, and three and one-half percent (3.5%), or $12,250,000, has been deferred. The deferred fee will be payable in cash upon the closing of an initial Business Combination. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes the Business Combination, subject to the terms of the underwriting agreement. If an initial Business Combination is not consummated, the deferred fees will not be paid.

Fair Value Measurements (Detail

Fair Value Measurements (Details)	Dec. 31, 2015USD ($)
Assets:
Total	$ 350,154,498
U.S.Treasury Securities [Member]
Assets:
Total	350,154,498
Quoted Prices in Active Markets (Level 1) [Member]
Assets:
Total	350,154,498
Quoted Prices in Active Markets (Level 1) [Member] | U.S.Treasury Securities [Member]
Assets:
Total	$ 350,154,498
Significant Other Observable Inputs (Level 2) [Member]
Assets:
Total
Significant Other Observable Inputs (Level 2) [Member] | U.S.Treasury Securities [Member]
Assets:
Total
Significant Unobservable Inputs (Level 3) [Member]
Assets:
Total
Significant Unobservable Inputs (Level 3) [Member] | U.S.Treasury Securities [Member]
Assets:
Total

Stockholders' Equity (Details)

Stockholders' Equity (Details) - $ / shares	Dec. 31, 2015	Jan. 22, 2015	Dec. 31, 2014
Stockholders' Equity (Textual)
Common stock, shares authorized	135,000,000		135,000,000
Common stock par value	$ 0.0001		$ 0.0001
Common stock, shares, outstanding	10,385,353		10,062,500
Shares subject to possible redemption	33,364,647
Aggregate of forfeiture shares		1,312,500	1,312,500
Preferred stock, shares authorized	1,000,000		1,000,000
Preferred stock, shares issued

Income Tax (Details)

Income Tax (Details) - USD ($)	Dec. 31, 2015	Dec. 31, 2014
Deferred tax asset
Net operating loss carryforward	$ 185,841	$ 23,309
Total deferred tax assets	185,841	23,309
Valuation allowance	$ (185,841)	$ (23,309)
Deferred tax asset, net of allowance

Income Tax (Details 1)

Income Tax (Details 1) - USD ($)	6 Months Ended	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2015
Federal
Current
Deferred	$ (18,668)	$ (130,174)
State
Current
Deferred	$ (4,641)	$ (32,358)
Total provision (benefit)	(23,309)	(162,532)
Change in valuation allowance	$ 23,309	$ 162,532
Income tax provision (benefit)

Income Tax (Details 2)

Income Tax (Details 2)	6 Months Ended	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2015
Income Tax [Abstract]
Statutory federal income tax rate	(35.00%)	(35.00%)
State taxes, net of federal tax benefit	(8.70%)	(8.70%)
Change in valuation allowance	43.70%	43.70%
Income tax provision (benefit)	0.00%	0.00%

Income Tax (Details Textual)

Income Tax (Details Textual) - USD ($)	6 Months Ended	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2015
Income Tax (Textual)
Federal and state net operating loss carryovers		$ 425,265
Change in valuation allowance	$ 23,309	$ 162,532
Operating loss carryforwards expiration date		Jan. 1, 2035

Quarterly Financial Results (35

Quarterly Financial Results (Unaudited) (Details) - USD ($)	3 Months Ended						6 Months Ended	12 Months Ended
	Dec. 31, 2015	Sep. 30, 2015	Jun. 30, 2015	Mar. 31, 2015	Dec. 31, 2014	Sep. 30, 2014	Dec. 31, 2014	Dec. 31, 2015
Quarterly Financial Results (Unaudited) [Abstract]
Revenue
Gross Profit
Net Income (Loss) attributable to common shares outstanding	$ (111,340)	$ (93,945)	$ 10,422	$ (177,064)	$ (28,896)	$ (24,442)
Net Income (Loss) per common share outstanding, basic and diluted	$ (0.01)	$ (0.01)	$ 0	$ (0.02)	$ 0	$ 0	$ (0.01)	$ (0.04)