Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | Mar. 03, 2017 | Jun. 30, 2016 | |
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, 2016 | ||
Document Fiscal Year Focus | 2,016 | ||
Document Fiscal Period Focus | FY | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Accelerated Filer | ||
Entity Public Float | $ 198,775,000 | ||
Entity Common Stock, Shares Outstanding | 28,848,601 |
Balance Sheets
Balance Sheets - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Current asset: | ||
Cash and cash equivalents | $ 120,382 | $ 881,923 |
Prepaid insurance | 74,715 | |
Total current assets | 120,382 | 956,638 |
Noncurrent assets: | ||
Cash and investments held in Trust Account | 351,088,398 | 350,155,268 |
Total assets | 351,208,780 | 351,111,906 |
Current liabilities: | ||
Accounts payable and accrued expenses | 107,331 | 67,420 |
Total current liabilities | 107,331 | 67,420 |
Deferred underwriters' fees | 12,250,000 | 12,250,000 |
Total liabilities | 12,357,331 | 12,317,420 |
Commitments | ||
Common stock subject to possible redemption; 33,281,648 and 33,364,647 shares (at redemption value), respectively | 333,851,446 | 333,794,485 |
Stockholders' equity: | ||
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; 10,468,352 and 10,385,353 shares issued and outstanding at December 31, 2016 and 2015, respectively (which excludes 33,281,648 and 33,364,647 shares subject to possible redemption, respectively | 1,047 | 1,039 |
Additional paid-in capital | 5,367,258 | 5,424,227 |
Accumulated deficit | (368,302) | (425,265) |
Total stockholders' equity | 5,000,003 | 5,000,001 |
Total liabilities and stockholders' equity | $ 351,208,780 | $ 351,111,906 |
Balance Sheets (Parenthetical)
Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2016 | Dec. 31, 2015 |
Statement of Financial Position [Abstract] | ||
Shares subject to possible redemption | 33,281,648 | 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 | 10,468,352 | 10,385,353 |
Common stock, shares outstanding | 10,468,352 | 10,385,353 |
Statements of Operations
Statements of Operations - USD ($) | 6 Months Ended | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2016 | Dec. 31, 2015 | ||
Income Statement [Abstract] | ||||
Reimbursement of due diligence expenses | $ 500,000 | |||
General and administrative costs | (53,338) | (1,128,167) | (1,027,734) | |
Loss from operations | (53,338) | (1,128,167) | (527,734) | |
Interest income | 1,185,130 | 155,807 | ||
Net income / (loss) | $ (53,338) | $ 56,963 | $ (371,927) | |
Weighted average number of common shares outstanding - basic and diluted (1) | [1] | 8,750,000 | 10,414,438 | 10,261,416 |
Net income / (loss) per common share - basic and diluted | $ (0.01) | $ 0.01 | $ (0.04) | |
[1] | The amount excludes an aggregate of 1,312,500 shares at December 31, 2014 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). |
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. 14, 2014 | ||||
Beginning balance, Shares at Jul. 14, 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 Income | (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 Income | (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 | |||
Change in shares subject to possible redemption | (56,961) | $ 8 | (56,969) | |
Change in shares subject to possible redemption, shares | 82,999 | |||
Net Income | 56,963 | 56,963 | ||
Ending balance at Dec. 31, 2016 | $ 5,000,003 | $ 1,047 | $ 5,367,258 | $ (368,302) |
Ending balance, shares at Dec. 31, 2016 | 10,468,352 |
Statement of Changes in Stockh6
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 from subject to possible redemption sahres | 33,364,647 |
Statements of Cash Flows
Statements of Cash Flows - USD ($) | 6 Months Ended | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2016 | Dec. 31, 2015 | |
Cash Flows from Operating Activities: | |||
Net income (loss) | $ (53,338) | $ 56,963 | $ (371,927) |
Adjustments to reconcile net income (loss) to net cash used in operating activities: | |||
Interest income on restricted cash and equivalents held in trust | (1,185,130) | (155,807) | |
Changes in operation assets and liabilities: | |||
Prepaid insurance | (27,017) | 74,715 | (47,697) |
Accounts payable and accrued expenses | 39,911 | 67,420 | |
Net Cash Used in Operating Activities | (80,355) | (1,013,541) | (508,011) |
Cash Flows from Investing Activities: | |||
Proceeds deposited in trust account | (350,000,000) | ||
Proceeds released from trust account | 252,000 | 539 | |
Net Cash Provided by (Used in) Investing Activities | 252,000 | (349,999,461) | |
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 (decrease) increase in cash and cash equivalents | 1,273 | (761,541) | 880,651 |
Cash and cash equivalents - beginning | 881,923 | 1,273 | |
Cash and cash equivalents - ending | 1,273 | 120,382 | 881,923 |
Supplemental disclosure of noncash investing and financing activities: | |||
Deferred underwriters' fees | 12,250,000 | ||
Ordinary shares subject to possible redemption related to public offering | 334,157,996 | ||
Change in value of shares subject to redemption | $ 56,961 | $ (363,511) |
Description of Organization and
Description of Organization and Business Operations | 12 Months Ended |
Dec. 31, 2016 | |
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, 2016 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 an 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 invests solely in U.S. treasuries, as determined by the Company. Such proceeds will continue to be held in such investments 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. In January 2017, we held a special meeting of stockholders. At the meeting, our stockholders approved an amendment to our Amended and Restated Certificate of Incorporation to extend the date by which we had to consummate an initial business combination to July 24, 2017. For the 19,997,082 public shares that voted in favor of the amendment, such vote also constituted their consent for the Company to amend the Investment Management Trust Agreement to withdraw from the Trust Account any interest earned on the funds held in the Trust Account related to those shares, net of taxes payable, for the Company’s working capital requirements. In addition, 101,519 public shares were not voted and, for that reason, the Company cannot use the interest earned on those shares for the Company’s working capital requirements. As a result, $1,018,002 of the funds that remain in the Trust Account are for the benefit of those public stockholders who did not vote on the extension amendment and will disburse such amount to such public stockholders if and when they present their shares for conversion. On February 21, 2017, the Company, entered into a Business Combination Agreement (the “Agreement”) by and among the Company, Quinpario Merger Sub I, Inc., a Delaware corporation (“SourceHOV Merger Sub”), Quinpario Merger Sub II, Inc., a Delaware corporation (“Novitex Merger Sub” and, together with SourceHOV Merger Sub, the “Merger Subs”), Novitex Holdings, Inc., a Delaware corporation (“Novitex”), SourceHOV Holdings, Inc., a Delaware corporation (“SourceHOV”), Novitex Parent, L.P. (“Novitex Parent”), HOVS LLC and HandsOn Fund 4 I, LLC (collectively, the “HGM Group” and, together with Novitex Parent, each a “Seller” and collectively, the “Sellers”). We will 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). We will consummate our initial Business Combination only if we have net tangible assets of at least $5,000,001 upon such consummation and 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 determined this test was met in connection with the proposed transaction with the Sellers. The Company will have until July 24, 2017 to consummate its initial Business Combination. If the Company is unable to consummate an initial Business Combination within such time period for whatever reason (such as if not enough holders approve of the proposed business combination or too many holders seek conversion of their shares), 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. We believe the $120,382 in our working capital account on December 31, 2016, plus the $812,000, in total, of interest income that we withdrew from the Trust Account on January 6, 2017 and February 17, 2017 will be sufficient to meet our working capital needs, to pay any taxes that we may owe and to complete our initial business combination. The amounts in the Trust Account may be invested only in U.S. government treasury securities with a maturity of 180 days or less or in money market funds investing solely in U.S. Treasuries and meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act. The current low interest rate environment has made it more difficult for such investments to generate sufficient funds. As a result, we may need to seek additional capital to continue our operations. If additional capital is required, we intend to borrow sufficient funds from Quinpario Partners, LLC or the management team to operate until we close our initial business combination. Neither Quinpario Partners, LLC nor our management team is under any obligation to advance funds to us. Any loan would be evidenced by a non-interest bearing promissory note. Up to $1,500,000 of such notes may be convertible into additional Private Placement Warrants at a price of $0.50 per warrant of the post business combination entity. Any such loans would be repaid only from funds held outside the Trust Account or from funds released to us upon completion of our initial Business Combination. If we are unable to complete our initial business combination because we do not have sufficient funds available to us, we will be forced to cease operations and liquidate the Trust Account. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2016 | |
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 marketable securities 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, 2016, 2015 and 2014, cash and trading securities held in the Trust Account consisted of $351,085,907, $350,154,498 and $0, respectively, in United States Treasury Bills with an original maturity of three months or less and $2,491, $770 and $0 in cash at December 31, 2016, 2015 and 2014, respectively. 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, shares subject to possible redemption 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 at December 31, 2014 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 net income (loss) per share, since the exercise of the warrants is contingent on the occurrence of future events. 33,281,648, 33,364,647 and 0 shares subject to possible redemption at December 31, 2016, 2015 and 2014, respectively, 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, 2016, 2015 and 2014, 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 periods. 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, 2016. 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, 2016. 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 the years ended December 31, 2016, 2015 and 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, 2016 | |
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, 2016 | |
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”), an entity affiliated with several of our officers and directors. 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. 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. 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, our former Chairman, 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. 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 years ended December 31, 2016 and 2015, the Company paid $120,000 and $110,000, respectively, 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 & Contingencies
Commitments & Contingencies | 12 Months Ended |
Dec. 31, 2016 | |
Commitments & Contingencies [Abstract] | |
COMMITMENTS & CONTINGENCIES | 5. COMMITMENTS & CONTINGENCIES 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, 2016 | |
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, 2016 and 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 Assets: U.S. Treasury Securities $ 351,085,907 $ 351,085,907 Total $ 351,085,907 $ 351,085,907 Description Balances, at Quoted Prices 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, 2016 | |
Stockholders' Equity [Abstract] | |
STOCKHOLDERS' EQUITY | 7. STOCKHOLDERS’ EQUITY Common Stock Preferred Stock |
Income Tax
Income Tax | 12 Months Ended |
Dec. 31, 2016 | |
Income Tax [Abstract] | |
INCOME TAX | 8. INCOME TAX The Company’s net deferred tax assets are as follows: As of As of As of Deferred tax asset Net operating loss carryforward $ 160,948 $ 185,841 $ 23,309 Valuation allowance (160,948 ) (185,841 ) (23,309 ) Deferred tax asset, net of allowance $ - $ - $ - The income tax provision (benefit) consists of the following: For the For the For the Federal Current $ - $ - $ - Deferred 19,937 (130,174 ) (18,668 ) State Current $ - $ - $ - Deferred 4,956 (32,358 ) (4,640 ) Change in valuation allowance (24,893 ) 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, 2016, 2015 and 2014 is as follows: For the For the For the Statutory federal income tax rate 35.00 % (35.00 )% (35.00 )% State taxes, net of federal tax benefit 8.70 % (8.70 )% (8.70 )% Change in valuation allowance (43.70 )% 43.70 % 43.70 % Income tax provision (benefit) 0 % 0 % 0 % As of December 31, 2016, the Company had U.S. federal and state net operating loss carryovers (“NOLs”) of $368,302 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. |
Quarterly Financial Results (Un
Quarterly Financial Results (Unaudited) | 12 Months Ended |
Dec. 31, 2016 | |
Quarterly Financial Results (Unaudited) [Abstract] | |
QUARTERLY FINANCIAL RESULTS (UNAUDITED) | 9. QUARTERLY FINANCIAL RESULTS (UNAUDITED) The following tables set forth certain unaudited quarterly results of operations of the Company. 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. Summary of the quarterly results of operations for the year ended December 31, 2016 For the three months ended March 31, For the three months ended June 30, For the three months ended September 30, For the three months ended December 31, 2016 2016 2016 2016 (Unaudited) (Unaudited) (Unaudited) (Unaudited) Revenue $ - $ - $ - $ - Gross Profit - - - - Net Income (Loss) attributable to common shares outstanding (58,912 ) 66,980 52,574 (3,679 ) Net Income (Loss) per common share outstanding, basic and diluted $ (0.01 ) $ 0.01 $ 0.01 $ (0.00 ) Summary of the quarterly results of operations for the year ended December 31, 2015 For the three months ended March 31, For the three months ended June 30, For the three months ended September 30, For the three months ended December 31, 2015 2015 2015 2015 (Unaudited) (Unaudited) (Unaudited) (Unaudited) Revenue $ - $ - $ - $ - Gross Profit - - - - Net Income (Loss) attributable to common shares outstanding (177,064 ) 10,422 (93,945 ) (111,340 ) Net Income (Loss) per common share outstanding, basic and diluted $ (0.02 ) $ 0.00 $ (0.01 ) $ (0.01 ) Summary of the quarterly results of operations for the period from July 15, 2014 (inception) to December 31, 2014 For the period July 15, For the three months ended December 31, 2014 2014 (Unaudited) (Unaudited) Revenue $ - $ - Gross Profit - - Net Income (Loss) attributable to common shares outstanding (24,442 ) (28,896 ) Net Income (Loss) per common share outstanding, basic and diluted $ (0.00 ) $ (0.00 ) |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2016 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | 10. SUBSEQUENT EVENTS On January 5, 2017, the Company received a notice from the Listing Qualifications Department of The Nasdaq Stock Market (“Nasdaq”) stating that the Company failed to hold an annual meeting of stockholders within 12 months after its fiscal year ended December 31, 2015, as required by Nasdaq Listing Rules 5620(a) and 5810(c)(2)(G). On February 21, 2017, the Company submitted to Nasdaq a plan to regain compliance pursuant to the procedures set forth in the Nasdaq Listing. While the plan is pending, the Company’s securities will continue to trade on Nasdaq. On February 21, 2017, we entered into a Business Combination Agreement (the “Agreement”) with SourceHOV Merger Sub, Novitex Merger Sub, Novitex, SourceHOV, Novitex Parent, HOVS LLC and HandsOn Fund 4 I, LLC. The transaction will result in the formation of a market-leading business process outsourcing platform with expertise in financial technology, information services and data processing. Novitex, a North American provider of technology-driven managed services, is owned by certain funds managed by affiliates of Apollo Global Management, LLC (NYSE: APO). SourceHOV is majority owned by HandsOn Global Management, LLC and affiliates, and provides Transaction Processing Solutions and Enterprise Information Management solutions. The Agreement provides for (i) the merger of SourceHOV Merger Sub with and into SourceHOV, as a result of which the separate corporate existence of SourceHOV Merger Sub ceases, with SourceHOV continuing as the surviving company and a subsidiary of the Company, and (ii) the merger of Novitex Merger Sub with and into Novitex, as a result of which the separate corporate existence of Novitex Merger Sub ceases, with Novitex as the surviving company and a subsidiary of the Company. The proposed transaction is expected to be consummated in the second quarter of 2017, after the required approval by the Company’s stockholders and the fulfillment of certain other conditions. Management has approved the financial statements and performed an evaluation of subsequent events through the date the financial statements were issued. Except as disclosed above, management did not identify any recognized or non-recognized subsequent event that would have required adjustment or disclosure in the financial statements. |
Summary of Significant Accoun18
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2016 | |
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 marketable securities held in Trust Account | Cash and marketable securities 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, 2016, 2015 and 2014, cash and trading securities held in the Trust Account consisted of $351,085,907, $350,154,498 and $0, respectively, in United States Treasury Bills with an original maturity of three months or less and $2,491, $770 and $0 in cash at December 31, 2016, 2015 and 2014, respectively. |
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, shares subject to possible redemption 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 at December 31, 2014 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 net income (loss) per share, since the exercise of the warrants is contingent on the occurrence of future events. 33,281,648, 33,364,647 and 0 shares subject to possible redemption at December 31, 2016, 2015 and 2014, respectively, 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, 2016, 2015 and 2014, 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 periods. |
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, 2016. 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, 2016. 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 the years ended December 31, 2016, 2015 and 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, 2016 | |
Fair Value Measurements [Abstract] | |
Schedule of assets that are measured at fair value on a recurring basis | Description Balances, at Quoted Assets: U.S. Treasury Securities $ 351,085,907 $ 351,085,907 Total $ 351,085,907 $ 351,085,907 Description Balances, at Quoted Prices 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, 2016 | |
Income Tax [Abstract] | |
Schedule of net deferred tax assets | As of As of As of Deferred tax asset Net operating loss carryforward $ 160,948 $ 185,841 $ 23,309 Valuation allowance (160,948 ) (185,841 ) (23,309 ) Deferred tax asset, net of allowance $ - $ - $ - |
Schedule of income tax provision (benefit) | For the For the For the Federal Current $ - $ - $ - Deferred 19,937 (130,174 ) (18,668 ) State Current $ - $ - $ - Deferred 4,956 (32,358 ) (4,640 ) Change in valuation allowance (24,893 ) 162,532 23,309 Income tax provision (benefit) $ - $ - $ - |
Schedule of reconciliation of the federal income tax rate | For the For the For the Statutory federal income tax rate 35.00 % (35.00 )% (35.00 )% State taxes, net of federal tax benefit 8.70 % (8.70 )% (8.70 )% Change in valuation allowance (43.70 )% 43.70 % 43.70 % Income tax provision (benefit) 0 % 0 % 0 % |
Quarterly Financial Results (21
Quarterly Financial Results (Unaudited) (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Quarterly Financial Results (Unaudited) [Abstract] | |
Summary of quarterly financial results of operations | For the three months ended March 31, For the three months ended June 30, For the three months ended September 30, For the three months ended December 31, 2016 2016 2016 2016 (Unaudited) (Unaudited) (Unaudited) (Unaudited) Revenue $ - $ - $ - $ - Gross Profit - - - - Net Income (Loss) attributable to common shares outstanding (58,912 ) 66,980 52,574 (3,679 ) Net Income (Loss) per common share outstanding, basic and diluted $ (0.01 ) $ 0.01 $ 0.01 $ (0.00 ) For the three months ended March 31, For the three months ended June 30, For the three months ended September 30, For the three months ended December 31, 2015 2015 2015 2015 (Unaudited) (Unaudited) (Unaudited) (Unaudited) Revenue $ - $ - $ - $ - Gross Profit - - - - Net Income (Loss) attributable to common shares outstanding (177,064 ) 10,422 (93,945 ) (111,340 ) Net Income (Loss) per common share outstanding, basic and diluted $ (0.02 ) $ 0.00 $ (0.01 ) $ (0.01 ) For the period July 15, For the three months ended December 31, 2014 2014 (Unaudited) (Unaudited) Revenue $ - $ - Gross Profit - - Net Income (Loss) attributable to common shares outstanding (24,442 ) (28,896 ) Net Income (Loss) per common share outstanding, basic and diluted $ (0.00 ) $ (0.00 ) |
Description of Organization a22
Description of Organization and Business Operations (Details) - USD ($) | 1 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jan. 22, 2015 | Dec. 31, 2014 | Dec. 31, 2016 | Dec. 31, 2015 | Jul. 14, 2014 | |
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 | $ 1,018,002 | |||
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). | ||||
Stockholders' equity of business combination | $ (28,338) | $ 5,000,003 | $ 5,000,001 | ||
Reimbursement of due diligence expenses | 500,000 | ||||
Shares issued in initial public offering | 25,000 | ||||
Proceeds from initial public offering, net of costs | 342,628,838 | ||||
working capital | 120,382 | ||||
Interest income | $ 812,000 | ||||
Number of public shares voted | 19,997,082 | ||||
Number of public shares non voted | 101,519 | ||||
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 July 24, 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. | ||||
Redemption price per share | $ 10 | ||||
Shares issued in initial public offering | $ 14,901,399 | ||||
Proceeds from initial public offering, net of costs | $ 201,543,292 | ||||
Private Placement Warrants [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 | ||||
Non-interest bearing promissory note | $ 1,500,000 |
Summary of Significant Accoun23
Summary of Significant Accounting Policies (Details) - USD ($) | 1 Months Ended | 12 Months Ended | ||
Jan. 22, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Summary of Significant Accounting Policies (Textual) | ||||
Assets held in trust account | $ 351,085,907 | $ 350,154,498 | $ 0 | |
Cash | $ 2,491 | $ 770 | $ 0 | |
Shares subject to possible redemption | 33,281,648 | 33,364,647 | ||
Federal depository insurance coverage | $ 250,000 | |||
Weighted average number of common shares outstanding forfeited | 1,312,500 | |||
Initial Public Offering [Member] | ||||
Summary of Significant Accounting Policies (Textual) | ||||
Warrants sold to purchase shares of the Company | 17,500,000 | |||
Private Placement [Member] | ||||
Summary of Significant Accounting Policies (Textual) | ||||
Warrants sold to purchase shares of the Company | 9,000,000 |
Initial Public Offering (Detail
Initial Public Offering (Details) - USD ($) | 1 Months Ended | 12 Months Ended | |
Jan. 22, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | |
Initial Public Offering (Textual) | |||
Number of units sold | 35,000,000 | ||
Initial Public Offering [Member] | |||
Initial Public Offering (Textual) | |||
Number of units sold | 35,000,000 | ||
Number of units sold, value | $ 350,000,000 | ||
Common stock share price | $ 10 | ||
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 | 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. | ||
Private Placement Warrants [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, 2016 | 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 | $ 1,128,167 | $ 1,027,734 | ||||
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 | $ 120,000 | $ 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 & Contingencies (De
Commitments & Contingencies (Details) | 1 Months Ended |
Jan. 22, 2015USD ($) | |
Commitments & Contingencies (Textual) | |
Payments for underwriting amount | $ 7,000,000 |
Deferred costs | $ 12,250,000 |
Underwriting discount | 5.50% |
Maximum [Member] | |
Commitments & Contingencies (Textual) | |
Underwriting discount | 3.50% |
Minimum [Member] | |
Commitments & Contingencies (Textual) | |
Underwriting discount | 2.00% |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Assets: | ||
Total | $ 351,085,907 | $ 350,154,498 |
U.S. Treasury Securities [Member] | ||
Assets: | ||
Total | 351,085,907 | 350,154,498 |
Quoted Prices in Active Markets (Level 1) [Member] | ||
Assets: | ||
Total | 351,085,907 | 350,154,498 |
Quoted Prices in Active Markets (Level 1) [Member] | U.S. Treasury Securities [Member] | ||
Assets: | ||
Total | $ 351,085,907 | $ 350,154,498 |
Stockholders' Equity (Details)
Stockholders' Equity (Details) - $ / shares | Dec. 31, 2016 | Dec. 31, 2015 |
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 | 10,468,352 | 10,385,353 |
Shares subject to possible redemption | 33,281,648 | 33,364,647 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, shares issued |
Income Tax (Details)
Income Tax (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 |
Deferred tax asset | |||
Net operating loss carryforward | $ 160,948 | $ 185,841 | $ 23,309 |
Valuation allowance | (160,948) | (185,841) | (23,309) |
Deferred tax asset, net of allowance |
Income Tax (Details 1)
Income Tax (Details 1) - USD ($) | 6 Months Ended | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2016 | Dec. 31, 2015 | |
Federal | |||
Current | |||
Deferred | (18,668) | 19,937 | (130,174) |
State | |||
Current | |||
Deferred | (4,640) | 4,956 | (32,358) |
Change in valuation allowance | 23,309 | (24,893) | 162,532 |
Income tax provision (benefit) |
Income Tax (Details 2)
Income Tax (Details 2) | 6 Months Ended | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2016 | Dec. 31, 2015 | |
Income Tax [Abstract] | |||
Statutory federal income tax rate | 35.00% | (35.00%) | (35.00%) |
State taxes, net of federal tax benefit | 8.70% | (8.70%) | (8.70%) |
Change in valuation allowance | (43.70%) | 43.70% | 43.70% |
Income tax provision (benefit) | 0.00% | 0.00% | 0.00% |
Income Tax (Details Textual)
Income Tax (Details Textual) | 12 Months Ended |
Dec. 31, 2016USD ($) | |
Income Tax [Abstract] | |
Federal and state net operating loss carryovers | $ 368,302 |
Operating loss carryforwards expiration date | Jan. 1, 2035 |
Quarterly Financial Results (33
Quarterly Financial Results (Unaudited) (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||||||||
Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Sep. 30, 2014 | Dec. 31, 2014 | Dec. 31, 2016 | Dec. 31, 2015 | |
Quarterly Financial Results (Unaudited) [Abstract] | |||||||||||||
Revenue | |||||||||||||
Gross Profit | |||||||||||||
Net Income (Loss) attributable to common shares outstanding | $ (3,679) | $ 52,574 | $ 66,980 | $ (58,912) | $ (111,340) | $ (93,945) | $ 10,422 | $ (177,064) | $ (28,896) | $ (24,442) | |||
Net Income (Loss) per common share outstanding, basic and diluted | $ 0 | $ 0.01 | $ 0.01 | $ (0.01) | $ (0.01) | $ (0.01) | $ 0 | $ (0.02) | $ 0 | $ 0 | $ (0.01) | $ 0.01 | $ (0.04) |