Barington/Hilco Acquisition 10-K 30 Mar 16 2015 FY Annual report Financial data

Document And Entity Information

Document And Entity Information - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2015	Mar. 29, 2016	Jun. 30, 2015
Document Information [Line Items]
Document Type	10-K
Amendment Flag	false
Document Period End Date	Dec. 31, 2015
Document Fiscal Year Focus	2,015
Document Fiscal Period Focus	FY
Entity Registrant Name	BARINGTON/HILCO ACQUISITION CORP.
Entity Central Index Key	1,622,175
Current Fiscal Year End Date	--12-31
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Filer Category	Smaller Reporting Company
Entity Public Float			$ 41.9
Trading Symbol	BHACU
Entity Common Stock, Shares Outstanding		5,661,336

Balance Sheets

Balance Sheets - USD ($)	Dec. 31, 2015	Dec. 31, 2014
Current Assets
Cash and cash equivalents	$ 199,436	$ 63,937
Prepaid expenses	50,670	0
Total Current Assets	250,106	63,937
Cash and securities held in Trust Account	43,646,683	0
Deferred offering costs	0	80,345
TOTAL ASSETS	43,896,789	144,282
Current Liabilities
Accounts payable and accrued expenses	80,095	966
Promissory notes - related parties	0	120,000
Total Liabilities	$ 80,095	$ 120,966
Commitments and Contingencies
Common Stock subject to possible redemption, 3,817,993 and 0 shares at redemption value as of December 31, 2015 and 2014, respectively	$ 38,816,693	$ 0
Stockholders' Equity
Preferred stock, $0.0001 par value; 1,000,000 authorized, none issued and outstanding	0	0
Common Stock, $0.0001 par value; 11,000,000 shares authorized; 1,843,343 and 1,150,000 shares issued and outstanding (excluding 3,817,993 and 0 shares subject to possible redemption) as of December 31, 2015 and 2014, respectively	184	115
Additional paid-in capital	5,475,191	24,885
Accumulated deficit	(475,374)	(1,684)
Total Stockholders' Equity	5,000,001	23,316
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$ 43,896,789	$ 144,282

Balance Sheets (Parenthetical)

Balance Sheets (Parenthetical) - $ / shares	Dec. 31, 2015	Dec. 31, 2014
Temporary Equity, Shares Outstanding	3,817,993	0
Preferred stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Preferred Stock, Shares Authorized	1,000,000	1,000,000
Preferred Stock, Shares Issued	0	0
Preferred Stock, Shares Outstanding	0	0
Common stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Common Stock, Shares Authorized	11,000,000	11,000,000
Common Stock, Shares, Issued	1,843,343	1,150,000
Common Stock, Shares, Outstanding	1,843,343	1,150,000

Statements of Operations

Statements of Operations - USD ($)	5 Months Ended	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2015
Formation and operating costs	$ 1,684	$ 477,604
Loss from operations	(1,684)	(477,604)
Other income:
Interest income	0	3,914
Net Loss	$ (1,684)	$ (473,690)
Weighted average shares outstanding, basic and diluted (in shares)	1,000,000	1,816,854
Basic and diluted net loss per common share (in dollars per share)	$ 0	$ (0.26)

Statement of Changes in Stockho

Statement of Changes in Stockholders' Equity - USD ($)	Total	Common Stock [Member]	Additional Paid-in Capital [Member]	Accumulated Deficit [Member]
Balance at Jul. 23, 2014	$ 0	$ 0	$ 0	$ 0
Balance (in shares) at Jul. 23, 2014		0
Issuance of Common Stock	25,000	$ 115	24,885	0
Issuance of Common Stock (in shares)		1,150,000
Net loss	(1,684)	$ 0	0	(1,684)
Balance at Dec. 31, 2014	23,316	$ 115	24,885	(1,684)
Balance (in shares) at Dec. 31, 2014		1,150,000
Sale of 4,000,000 Units, net of underwriters discount and offering expenses	38,474,199	$ 400	38,473,799	0
Sale of 4,000,000 Units, net of underwriters discount and offering expenses (in Shares)		4,000,000
Sale of 295,000 Private Units	2,950,000	$ 30	2,949,970	0
Sale of 295,000 Private Units (in shares)		295,000
Unit Purchase Options issued to underwriters	100	$ 0	100	0
Sale of 293,069 over-allotment Units to underwriters, net of underwriters discount and offering expenses	2,842,769	$ 29	2,842,740	0
Sale of 293,069 over-allotment Units to underwriters, net of underwriters discount and offering expenses (in Shares)		293,069
Forfeiture of 76,733 shares of common stock due to underwriters not exercising full over-allotment option	0	$ (8)	0	0
Forfeiture of 76,733 shares of common stock due to underwriters not exercising full over-allotment option (in shares)		(76,733)
Common stock subject to redemption	(38,816,693)	$ (382)	(38,816,311)	0
Common stock subject to redemption (in shares)		(3,817,993)
Net loss	(473,690)	$ 0	0	(473,690)
Balance at Dec. 31, 2015	$ 5,000,001	$ 184	$ 5,475,191	$ (475,374)
Balance (in shares) at Dec. 31, 2015		1,843,343

Statements of Cash Flows

Statements of Cash Flows - USD ($)	5 Months Ended	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2015
Cash Flows from Operating Activities:
Net loss	$ (1,684)	$ (473,690)
Adjustments to reconcile net loss to net cash used in operating activities:
Interest earned on Trust Account	0	(3,914)
Changes in operating assets and liabilities:
Prepaid expenses	0	(50,670)
Accounts payable and accrued expenses	0	79,129
Accrued formation and offering costs	966	80,345
Net cash used in operating activities	(718)	(368,800)
Cash Flows from Investing Activities:
Investment of cash and securities held in trust	0	(43,642,769)
Net cash used in investing activities	0	(43,642,769)
Cash Flows from Financing Activities:
Proceeds from issuance of Common Stock to sponsors	25,000	0
Proceeds from sale of Units, net of underwriting discounts paid	0	38,800,000
Proceeds from sale of Private Units	0	2,950,000
Proceeds from sale of over-allotment Units, net of underwriting discounts paid	0	2,842,769
Proceeds from sale of Unit Purchase Option	0	100
Payment of offering costs	(80,345)	(325,801)
Proceeds from promissory notes - related parties	120,000	0
Repayment of promissory notes - related parties	0	(120,000)
Net cash provided by financing activities	64,655	44,147,068
Net Change in Cash and Cash Equivalents	63,937	135,499
Cash and Cash Equivalents - Beginning	0	63,937
Cash and Cash Equivalents - Ending	$ 63,937	$ 199,436

DESCRIPTION OF ORGANIZATION AND

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS	12 Months Ended
	Dec. 31, 2015
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Business Description and Basis of Presentation [Text Block]	NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Barington/Hilco Acquisition Corp. (the “Company”) is a blank check company incorporated in Delaware July 24, 2014 At December 31, 2015, the Company had not yet commenced any operations. All activity through December 31, 2015 relates to the Company’s formation, its Initial Public Offering, which is described below, and identifying a target company for a Business Combination. The registration statement for the Company’s initial public offering (“IPO”) was declared effective on February 5, 2015. The Company consummated the IPO of 4,000,000 10.00 40,000,000 Simultaneously with the closing of the IPO, the Company consummated the sale of 295,000 10.00 2,950,000 Following the closing of the IPO on February 11, 2015, an amount of $ 40,800,000 10.20 On February 11, 2015, EBC notified the Company of its election to exercise its over-allotment option to the extent of 293,069 10.00 2,930,690 2,842,769 43,642,769 10.17 Transaction costs amounted to $ 1,613,722 1,287,921 325,801 199,436 The Company’s management has broad discretion with respect to the specific application of the net proceeds of its Initial Public Offering and Private Units, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. The Company’s Units are listed on the Nasdaq Capital Market (“NASDAQ”). Pursuant to the NASDAQ listing rules, the Company’s Business Combination must be with a target business or businesses whose collective fair market value is equal to at least 80 The Company, after signing a definitive agreement for the acquisition of one or more target businesses or assets, may seek stockholder approval of a 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 a Business Combination. In the event that the Company is required to seek stockholder approval in connection with a Business Combination, the Company will proceed with a Business Combination only if the Company has net tangible assets of at least $ 5,000,001 10.17 The Company has until 18 months from the closing of the IPO to complete a Business Combination. However, if the Company anticipates that it may not be able to consummate a Business Combination within 18 months, the Company may extend the period of time to consummate a Business Combination up to two times, each by an additional three months (for a total of up to 24 months to complete a Business Combination) (“Combination Period”). In order to extend the time available for the Company to consummate a Business Combination, the initial stockholders or their affiliates or designees must deposit into the Trust Account $ 100,000 15,000 In connection with the redemption of 100

LIQUIDITY AND GOING CONCERN

LIQUIDITY AND GOING CONCERN	12 Months Ended
	Dec. 31, 2015
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Liquidity Disclosures [Text Block]	NOTE 2. LIQUIDITY AND GOING CONCERN As of December 31, 2015, the Company had $ 199,436 43,646,683 170,011 3,914 Until the consummation of a Business Combination, the Company will be using the funds not held in the Trust Account for identifying and evaluating prospective acquisition candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to acquire, and structuring, negotiating and consummating the Business Combination. The Company may need to raise additional capital through loans or additional investments from its Sponsors, stockholders, officers, directors, or third parties. The Company’s officers, directors and Sponsors may, but are not obligated to, loan the Company funds, from time to time or at any time, in whatever amount they deem reasonable in their sole discretion, to meet the Company’s working capital needs. None of the sponsors, stockholders, officers or directors, or third parties is under any obligation to advance funds to, or to invest in, the Company. Accordingly, the Company may not be able to obtain additional financing. If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of a potential transaction, and reducing overhead expenses. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. These financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern.

SUMMARY OF SIGNIFICANT ACCOUNTI

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	12 Months Ended
	Dec. 31, 2015
Accounting Policies [Abstract]
Significant Accounting Policies [Text Block]	NOTE 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, (the “Securities Act”), as modified by the Jumpstart our Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accountant standards used. 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”). 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. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future events. Accordingly, the actual results could differ significantly from those estimates. The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of December 31, 2015. At December 31, 2015, the assets held in the Trust Account were held in cash and U.S. Treasury Bills. The Company accounts for its Common Stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Common Stock subject to mandatory redemption (if any) is classified as a liability instrument and is measured at fair value. Conditionally redeemable Common Stock (including Common Stock that features 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) is classified as temporary equity. At all other times, Common Stock is classified as stockholders’ equity. The Company’s Common Stock features 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, the Common Stock subject to possible redemption in the amount of $ 38,816,693 3,817,993 Deferred offering costs consisted principally of legal, accounting and underwriting costs incurred through the balance sheet date that were directly related to the IPO. Offering costs amounting to $ 1,613,722 The Company complies with accounting and disclosure requirements of ASC Topic 260, “Earnings Per Share.” Net loss per share is computed by dividing net loss by the weighted average number of shares of Common Stock outstanding during the period. Weighted average shares as of December 31, 2014 were reduced for the effect of an aggregate of 150,000 73,267 The Company complies with the accounting and reporting requirements of ASC Topic 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. ASC Topic 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. There were no unrecognized tax benefits as of 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 over the next twelve months. The Company may be subject to potential income tax examinations by federal or state authorities. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s policy for recording interest and penalties associated with audits is to record such expense as a component of income tax expense. There were no amounts accrued for penalties or interest as of December 31, 2015 and 2014. 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 fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the accompanying balance sheets, primarily due to their short-term nature. In August 2014, the Financial Accounting Standards Board issued ASU 2014-15, “Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern” (“ASU 2014-15”). ASU 2014-15 provides guidance on management’s responsibility in evaluating whether there is substantial doubt about a company’s ability to continue as a going concern and about related footnote disclosures. For each reporting period, management will be required to evaluate whether there are conditions or events that raise substantial doubt about a company’s ability to continue as a going concern within one year from the date the financial statements are issued. The amendments in ASU 2014-15 are effective for annual reporting periods ending after December 15, 2016, and for annual and interim periods thereafter. Early adoption is permitted. The Company will adopt the methodologies prescribed by ASU 2014-15 by the date required, and does not anticipate that the adoption of ASU 2014-15 will have a material effect on its financial position or results of operations. The Company evaluates subsequent events and transactions that occur after the balance sheet date up to the date that the financial statements were issued. Based upon this review, the Company did not identify subsequent events that would have required adjustment or disclosure in the financial statements.

INITIAL PUBLIC OFFERING

INITIAL PUBLIC OFFERING	12 Months Ended
	Dec. 31, 2015
Stockholders' Equity Note [Abstract]
Initial Public Offering [Text Block]	NOTE 4. INITIAL PUBLIC OFFERING On February 11, 2015, the Company sold 4,293,069 10.00 0.0001 12.50

PRIVATE PLACEMENT

PRIVATE PLACEMENT	12 Months Ended
	Dec. 31, 2015
Private placement [Abstract]
Private Placement [Text Block]	NOTE 5. PRIVATE PLACEMENT Simultaneously with the IPO, the Company’s sponsors and EBC purchased 295,000 285,000 10,000 10.00 2,950,000

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS	12 Months Ended
	Dec. 31, 2015
Related Party Transactions [Abstract]
Related Party Transactions Disclosure [Text Block]	NOTE 6. RELATED PARTY TRANSACTIONS Insider Shares In September and October 2014, the Company issued an aggregate of 1,150,000 25,000 150,000 20 293,069 73,267 76,733 Administrative Services Agreement The Company entered into an Administrative Services Agreement pursuant to which the Company paid Barington Capital Group, L. P., an affiliate of James A. Mitarotonda, the Company’s Chairman of the Board, a total of $ 7,500 75,000 Promissory Notes The Company entered into promissory notes with affiliates of certain of its sponsors, whereby the affiliates, Barington Capital Group, L.P. and Hilco Global, loaned the Company an aggregate of $ 120,000 The Promissory Notes were non-interest bearing, unsecured and due on the earlier of (i) September 29, 2015, (ii) the date on which the Company consummated its Initial Public Offering or (iii) the date on which the Company determined to not proceed with the IPO. February 12, 2015 In order to meet the Company’s working capital needs following the consummation of the IPO, the Company’s sponsors, officers and directors or their affiliates may, but are not obligated to, loan the Company 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 promissory note. The notes either would be paid upon consummation of the Business Combination, without interest, or, at the lender’s discretion, up to $ 500,000 10.00

COMMITMENTS & CONTINGENCIES

COMMITMENTS & CONTINGENCIES	12 Months Ended
	Dec. 31, 2015
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies Disclosure [Text Block]	NOTE 7. COMMITMENTS & CONTINGENCIES Registration Rights Pursuant to a registration rights agreement entered into on February 5, 2015, the holders of the Insider Shares, as well as the holders of the Private Units (and underlying securities) and any shares the Company’s sponsors, officers, directors or their affiliates may be issued in payment of working capital loans made to the Company, are entitled to registration rights. The holders of a majority of these securities are entitled to make up to two demands that the Company register such securities. Notwithstanding the foregoing, EBC may only exercise such demand rights on one occasion. The holders of a majority of the Insider Shares can elect to exercise these registration rights at any time commencing three months prior to the date on which these shares of Common Stock are to be released from escrow. The holders of a majority of the Private Units or shares issued in payment of working capital loans made to the Company can elect to exercise these registration rights at any time after the Company consummates a Business Combination. In addition, the holders have certain “piggy-back” registration rights with respect to the registration statements filed subsequent to the consummation of a Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The Company granted the underwriters a 45-day option to purchase up to 600,000 293,069 10.00 306,931 The underwriters were entitled to an underwriting discount of 3.0 1,287,921 . Business Combination Marketing Agreement The Company has engaged EBC as an advisor in connection with its Business Combination to assist the Company in holding meetings with its stockholders to discuss the potential Business Combination and the target business’ attributes, introduce the Company to potential investors that are interested in purchasing the Company’s securities, assist the Company in obtaining stockholder approval for the Business Combination and assist the Company with its press releases and public filings in connection with the Business Combination. The Company will pay EBC a cash fee for such services upon consummation of the Business Combination in an amount equal to 4 25 10.00 Unit Purchase Option On February 11, 2015, the Company sold EBC, for $ 100 200,000 11.00 2,200,000 593,023 2.97 35 1.54 Legal Matters The Company has engaged a law firm to assist the Company with its legal matters in identifying, negotiating, and consummating a Business Combination, as well as assisting with other legal matters. In the event of a successful Business Combination, the amount of fees to be paid will be agreed upon between the Company and the law firm in light of all the facts and circumstances at that point in time. If a Business Combination does not occur, the Company will not be required to pay this contingent fee. Management is unable to determine the amount of the legal fees to be paid at this time. There can be no assurance that the Company will complete a Business Combination.

STOCKHOLDERS' EQUITY

STOCKHOLDERS' EQUITY	12 Months Ended
	Dec. 31, 2015
Stockholders' Equity Note [Abstract]
Stockholders' Equity Note Disclosure [Text Block]	NOTE 8. STOCKHOLDERS’ EQUITY Preferred Stock - The Company is authorized to issue 1,000,000 shares of preferred stock with a par value of $0.0001 per share in one or more series. The Company’s board of directors will be authorized to fix the voting rights, if any, designations, powers, preferences, the relative, participating, optional or other special rights and any qualifications, limitations and restrictions thereof, applicable to the shares of each series. At December 31, 2015, there are no shares of preferred stock issued or outstanding. Common Stock - On January 28, 2015, the Company filed an Amended and Restated Certificate of Incorporation increasing the number of authorized shares of Common Stock from 8,500,000 shares to 11,000,000 shares. Holders of the Company’s Common Stock are entitled to one vote for each common share. At December 31, 2015, As of March 6, 2015, holders of the Company’s Units were able to separately trade the Common Stock, rights and warrants included in the Units. Those Units not separated continue to trade on NASDAQ under the symbol “BHACU” and each of the underlying shares of Common Stock, rights and warrants trade on NASDAQ under the symbols “BHAC,” “BHACR” and “BHACW”, respectively. Rights - Warrants - The Private Warrants are identical to the Public Warrants underlying the Units sold in the IPO, except the Private Warrants are exercisable for cash (even if a registration statement covering the Common Stock issuable upon exercise of such Private Warrants is not effective) or on a cashless basis, at the holder’s option, and are not redeemable by the Company, in each case so long as they are still held by the initial stockholders or their permitted transferees. The Company may call the warrants for redemption (excluding the Private Warrants but including any outstanding warrants issued upon exercise of the unit purchase option issued to EBC), in whole and not in part, at a price of $.01 per warrant: ⋅ at any time while the Public Warrants are exercisable, ⋅ upon not less than 30 days’ prior written notice of redemption to each Public Warrant holder, ⋅ if, and only if, the reported last sale price of the Common Stock equals or exceeds $17.50 per share, for any 20 trading days within a 30 trading day period ending on the third business day prior to the notice of redemption to Public Warrant holders, and ⋅ if, and only if, there is a current registration statement in effect with respect to the shares of Common Stock underlying such warrants at the time of redemption and for the entire 30-day trading period referred to above and continuing each day thereafter until the date of redemption. If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis.” The exercise price and number of shares of Common Stock issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend, or recapitalization, reorganization, merger or consolidation. However, the warrants will not be adjusted for issuances of Common Stock at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the warrants. Accordingly, the warrants may expire worthless.

INCOME TAX

INCOME TAX	12 Months Ended
	Dec. 31, 2015
Income Tax Disclosure [Abstract]
Income Tax Disclosure [Text Block]	NOTE 9. INCOME TAX December 31, 2015 2014 Deferred tax asset Net operating loss carryforward $ 122,873 $ 674 Business combination search expenses 93,373 - Total deferred tax assets 216,246 674 Valuation allowance (216,246) (674) Deferred tax asset, net of allowance $ - $ - Year Ended For the Period 2015 2014 Federal Current $ - $ - Deferred (160,956) (504) State Current $ - $ - Deferred (54,616) (170) Change in valuation allowance 215,572 674 Income tax provision (benefit) $ - $ - As of December 31, 2015, the Company had U.S. federal and state net operating loss carryovers (“NOLs”) of $ 269,832 expire beginning in 2036 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 year ended December 31, 2015, the change in the valuation allowance was $ 215,572 Year Ended For the Period 2015 2014 Statutory federal income tax rate (34.0) % (34.0) % State taxes, net of federal tax benefit (11.5) % (11.5) % Change in valuation allowance 45.5 % 45.5 % Income tax provision (benefit) 0.0 % 0.0 % The Company files income tax returns in the U.S. federal jurisdiction in various state and local jurisdictions and is subject to examination by the various taxing authorities. The Company considers New York to be a significant state tax jurisdiction.

FAIR VALUE MEASUREMENTS

FAIR VALUE MEASUREMENTS	12 Months Ended
	Dec. 31, 2015
Fair Value Disclosures [Abstract]
Fair Value Disclosures [Text Block]	NOTE 10. FAIR VALUE MEASUREMENTS The Company follows the guidance in 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 fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability. Description Level December 31, December 31, Assets: Cash and securities held in Trust Account 1 $ 43,646,683 $ -

SUMMARY OF SIGNIFICANT ACCOUN17

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	12 Months Ended
	Dec. 31, 2015
Accounting Policies [Abstract]
Emerging growth company [Policy Text Block]	Emerging growth company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, (the “Securities Act”), as modified by the Jumpstart our Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accountant standards used.
Basis of Accounting, Policy [Policy Text Block]	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”).
Use of Estimates, Policy [Policy Text Block]	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. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future events. Accordingly, the actual results could differ significantly from those estimates.
Cash and Cash Equivalents, Policy [Policy Text Block]	Cash and cash equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of December 31, 2015.
Cash And Securities Held In Trust Account [Policy Text Block]	Cash and securities held in Trust Account At December 31, 2015, the assets held in the Trust Account were held in cash and U.S. Treasury Bills.
Common stock subject to redemption [Policy Text Block]	Common Stock subject to redemption The Company accounts for its Common Stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Common Stock subject to mandatory redemption (if any) is classified as a liability instrument and is measured at fair value. Conditionally redeemable Common Stock (including Common Stock that features 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) is classified as temporary equity. At all other times, Common Stock is classified as stockholders’ equity. The Company’s Common Stock features 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, the Common Stock subject to possible redemption in the amount of $ 38,816,693 3,817,993
Offering Costs [Policy Text Block]	Deferred Offering Costs Deferred offering costs consisted principally of legal, accounting and underwriting costs incurred through the balance sheet date that were directly related to the IPO. Offering costs amounting to $ 1,613,722
Earnings Per Share, Policy [Policy Text Block]	Net loss per share The Company complies with accounting and disclosure requirements of ASC Topic 260, “Earnings Per Share.” Net loss per share is computed by dividing net loss by the weighted average number of shares of Common Stock outstanding during the period. Weighted average shares as of December 31, 2014 were reduced for the effect of an aggregate of 150,000 73,267
Income Tax, Policy [Policy Text Block]	Income taxes The Company complies with the accounting and reporting requirements of ASC Topic 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. ASC Topic 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. There were no unrecognized tax benefits as of 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 over the next twelve months. The Company may be subject to potential income tax examinations by federal or state authorities. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s policy for recording interest and penalties associated with audits is to record such expense as a component of income tax expense. There were no amounts accrued for penalties or interest as of December 31, 2015 and 2014.
Concentration Risk, Credit Risk, Policy [Policy Text Block]	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
Fair Value of Financial Instruments, Policy [Policy Text Block]	Fair value of financial instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the accompanying balance sheets, primarily due to their short-term nature.
New Accounting Pronouncements, Policy [Policy Text Block]	In August 2014, the Financial Accounting Standards Board issued ASU 2014-15, “Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern” (“ASU 2014-15”). ASU 2014-15 provides guidance on management’s responsibility in evaluating whether there is substantial doubt about a company’s ability to continue as a going concern and about related footnote disclosures. For each reporting period, management will be required to evaluate whether there are conditions or events that raise substantial doubt about a company’s ability to continue as a going concern within one year from the date the financial statements are issued. The amendments in ASU 2014-15 are effective for annual reporting periods ending after December 15, 2016, and for annual and interim periods thereafter. Early adoption is permitted. The Company will adopt the methodologies prescribed by ASU 2014-15 by the date required, and does not anticipate that the adoption of ASU 2014-15 will have a material effect on its financial position or results of operations.
Subsequent Events, Policy [Policy Text Block]	Subsequent events The Company evaluates subsequent events and transactions that occur after the balance sheet date up to the date that the financial statements were issued. Based upon this review, the Company did not identify subsequent events that would have required adjustment or disclosure in the financial statements.

INCOME TAX (Tables)

INCOME TAX (Tables)	12 Months Ended
	Dec. 31, 2015
Income Tax Disclosure [Abstract]
Schedule of Deferred Tax Assets and Liabilities [Table Text Block]	The Company’s net deferred tax assets are as follows: December 31, 2015 2014 Deferred tax asset Net operating loss carryforward $ 122,873 $ 674 Business combination search expenses 93,373 - Total deferred tax assets 216,246 674 Valuation allowance (216,246) (674) Deferred tax asset, net of allowance $ - $ -
Schedule of Components of Income Tax Expense (Benefit) [Table Text Block]	The income tax provision (benefit) consists of the following: Year Ended For the Period 2015 2014 Federal Current $ - $ - Deferred (160,956) (504) State Current $ - $ - Deferred (54,616) (170) Change in valuation allowance 215,572 674 Income tax provision (benefit) $ - $ -
Schedule of Effective Income Tax Rate Reconciliation [Table Text Block]	A reconciliation of the federal income tax rate to the Company’s effective tax rate at December 31, 2015 and 2014 is as follows: Year Ended For the Period 2015 2014 Statutory federal income tax rate (34.0) % (34.0) % State taxes, net of federal tax benefit (11.5) % (11.5) % Change in valuation allowance 45.5 % 45.5 % Income tax provision (benefit) 0.0 % 0.0 %

FAIR VALUE MEASUREMENTS (Tables

FAIR VALUE MEASUREMENTS (Tables)	12 Months Ended
	Dec. 31, 2015
Fair Value Disclosures [Abstract]
Fair Value, Assets Measured on Recurring Basis [Table Text Block]	The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at December 31, 2015 and 2014, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description Level December 31, December 31, Assets: Cash and securities held in Trust Account 1 $ 43,646,683 $ -

DESCRIPTION OF ORGANIZATION A20

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS (Details Textual) - USD ($)	Feb. 11, 2015	Feb. 18, 2015	Dec. 31, 2014	Dec. 31, 2015
Organization And Business Operations [Line Items]
Entity Incorporation, State Country Name				Delaware
Entity Incorporation, Date of Incorporation				Jul. 24, 2014
Sale of Stock, Price Per Share				$ 17.50
Proceeds from Issuance Initial Public Offering			$ 0	$ 2,842,769
Proceeds from Issuance of Private Placement			0	2,950,000
Proceeds from Issuance or Sale of Equity			$ 0	38,800,000
Transaction Costs				1,613,722
Expense Related to Distribution or Servicing and Underwriting Fees				1,287,921
Initial Public Offering Costs				325,801
Assets Held-in-trust				199,436
Sponsors [Member] | Maximum [Member]
Organization And Business Operations [Line Items]
Repayments of Debt				15,000
Business Combinations [Member]
Organization And Business Operations [Line Items]
Minimum Net Tangible Assets				$ 5,000,001
Percentage Of Restriction From Seeking Conversion Rights				80.00%
Trust Account [Member]
Organization And Business Operations [Line Items]
Sale of Stock, Price Per Share	$ 10.20
Proceeds from Issuance or Sale of Equity	$ 40,800,000
Deposit Assets				$ 100,000
Percentage Of Redemption Of Company's Outstanding Public Shares				100.00%
Trust Account [Member] | Business Combinations [Member]
Organization And Business Operations [Line Items]
Sale of Stock, Price Per Share				$ 10.17
IPO [Member]
Organization And Business Operations [Line Items]
Stock Issued During Period, Shares, New Issues	4,000,000
Sale of Stock, Price Per Share	$ 10
Proceeds from Issuance Initial Public Offering	$ 40,000,000
Private Placement [Member]
Organization And Business Operations [Line Items]
Stock Issued During Period, Shares, New Issues	295,000
Sale of Stock, Price Per Share	$ 10			$ 10
Proceeds from Issuance of Private Placement	$ 2,950,000
Over-Allotment Option [Member]
Organization And Business Operations [Line Items]
Stock Issued During Period, Shares, New Issues	293,069
Sale of Stock, Price Per Share		$ 10
Proceeds from Issuance Initial Public Offering		$ 2,930,690
Over-Allotment Option [Member] | Trust Account [Member]
Organization And Business Operations [Line Items]
Sale of Stock, Price Per Share		$ 10.17
Proceeds from Issuance or Sale of Equity		$ 2,842,769
Common Stock Held in Trust		$ 43,642,769

LIQUIDITY AND GOING CONCERN (De

LIQUIDITY AND GOING CONCERN (Details Textual) - USD ($)	Dec. 31, 2015	Dec. 31, 2014	Jul. 23, 2014
LIQUIDITY AND GOING CONCERN [Line Items]
Cash and Cash Equivalents, at Carrying Value, Total	$ 199,436	$ 63,937	$ 0
Cash	43,646,683
Working Capital	170,011
Assets Held-in-trust, Current	$ 3,914

SUMMARY OF SIGNIFICANT ACCOUN22

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Textual) - USD ($)	Feb. 11, 2015	Dec. 31, 2015	Dec. 31, 2014
Summary Of Significant Accounting Policies [Line Items]
Temporary Equity, Carrying Amount, Including Portion Attributable to Noncontrolling Interests		$ 38,816,693	$ 0
Temporary Equity, Shares Outstanding		3,817,993	0
Transaction Costs		$ 1,613,722
Federal Depository Insurance Coverage		$ 250,000
Weighted Average Number of Shares, Common Stock Subject to Repurchase or Cancellation			150,000
Incremental Common Shares Attributable to Dilutive Effect of Call Options and Warrants	73,267

INITIAL PUBLIC OFFERING (Detail

INITIAL PUBLIC OFFERING (Details Textual) - $ / shares	Feb. 11, 2015	Dec. 31, 2015	Dec. 31, 2014
Initial Public Offering [Line Items]
Sale of Stock, Price Per Share		$ 17.50
Common Stock, Par or Stated Value Per Share		$ 0.0001	$ 0.0001
IPO [Member]
Initial Public Offering [Line Items]
Stock Issued During Period, Shares, New Issues	4,000,000
Sale of Stock, Price Per Share	$ 10
Common Stock, Par or Stated Value Per Share	0.0001
Share Price	$ 12.50

PRIVATE PLACEMENT (Details Text

PRIVATE PLACEMENT (Details Textual) - USD ($)	Feb. 11, 2015	Dec. 31, 2014	Dec. 31, 2015
Private Placement [Line Items]
Sale of Stock, Price Per Share			$ 17.50
Proceeds from Issuance of Private Placement		$ 0	$ 2,950,000
Company Sponsors [Member]
Private Placement [Line Items]
Stock Issued During Period, Shares, New Issues	285,000
Early Bird Capital [Member]
Private Placement [Line Items]
Stock Issued During Period, Shares, New Issues	10,000
Private Placement [Member]
Private Placement [Line Items]
Stock Issued During Period, Shares, New Issues	295,000
Sale of Stock, Price Per Share	$ 10		$ 10
Proceeds from Issuance of Private Placement	$ 2,950,000

RELATED PARTY TRANSACTIONS (Det

RELATED PARTY TRANSACTIONS (Details Textual) - USD ($)	Feb. 11, 2015	Oct. 31, 2014	Sep. 30, 2014	Dec. 31, 2014	Dec. 31, 2015
Related Party Transaction [Line Items]
Business Acquisition, Share Price					$ 10
Administrative Fees Expense					$ 75,000
General and Administrative Expense, Total					75,000
Maximum [Member]
Related Party Transaction [Line Items]
Debt Conversion, Original Debt, Amount					500,000
Affiliated Entity [Member] | Promissory Notes [Member]
Related Party Transaction [Line Items]
Related Party Transaction, Amounts of Transaction					$ 120,000
Debt Instrument, Redemption, Description					The Promissory Notes were non-interest bearing, unsecured and due on the earlier of (i) September 29, 2015, (ii) the date on which the Company consummated its Initial Public Offering or (iii) the date on which the Company determined to not proceed with the IPO.
Debt Instrument, Maturity Date					Feb. 12, 2015
Administrative Services Agreement [Member]
Related Party Transaction [Line Items]
Operating Leases, Rent Expense					$ 7,500
Over-Allotment Option [Member]
Related Party Transaction [Line Items]
Right To Purchase Number Of Units	293,069
Shares Not Subject To Forfeiture	73,267
Stock Issued During Period, Shares, Share-based Compensation, Forfeited	76,733
Sponsors [Member]
Related Party Transaction [Line Items]
Sale of Stock, Number of Shares Issued in Transaction		1,150,000	1,150,000
Sale of Stock, Consideration Received Per Transaction		$ 25,000	$ 25,000
Maximum Shares Subject To Forfeiture				150,000
Equity Method Investment, Ownership Percentage				20.00%

COMMITMENTS & CONTINGENCIES (De

COMMITMENTS & CONTINGENCIES (Details Textual) - USD ($)	Feb. 11, 2015	Dec. 31, 2015
Commitments and Contingencies [Line Items]
Business Acquisition, Share Price		$ 10
Unit Purchase Option [Member]
Commitments and Contingencies [Line Items]
Common Unit, Issued	200,000
Unit Price	$ 11
Common Unit, Issuance Value	$ 2,200,000
Fair Value Of Units Purchased	$ 593,023
Fair Value Of Units Purchased Price	$ 2.97
Fair Value Assumptions, Expected Volatility Rate	35.00%
Fair Value Assumptions, Risk Free Interest Rate	1.54%
Fair Value Assumptions, Expected Term	5 years
IPO [Member] | Unit Purchase Option [Member]
Commitments and Contingencies [Line Items]
Payments of Stock Issuance Costs	$ 100
Underwriting Agreement [Member]
Commitments and Contingencies [Line Items]
Common Unit, Authorized		600,000
Common Unit, Issued	293,069
Unit Price	$ 10
Common Unit Unexercised	306,931
Underwriting Agreement [Member] | IPO [Member]
Commitments and Contingencies [Line Items]
Underwriting Discount	3.00%
Underwriting Expense Paid	$ 1,287,921
Business Combination Marketing Agreement [Member]
Commitments and Contingencies [Line Items]
Business Acquisition, Share Price		$ 10
Business Combination Marketing Agreement [Member] | IPO [Member]
Commitments and Contingencies [Line Items]
Percentage Of Cash Fee		25.00%
Percentage Of Cash Fee Paid Partially		4.00%

STOCKHOLDERS' EQUITY (Details T

STOCKHOLDERS' EQUITY (Details Textual) - $ / shares	Dec. 31, 2015	Jan. 28, 2015	Dec. 31, 2014
Stockholders' Equity [Line Items]
Preferred Stock, Shares Authorized	1,000,000		1,000,000
Preferred Stock, Par or Stated Value Per Share	$ 0.0001		$ 0.0001
Common Stock, Shares Authorized	11,000,000	8,500,000	11,000,000
Common Stock, Shares, Issued	1,843,343		1,150,000
Common Stock, Shares, Outstanding	1,843,343		1,150,000
Temporary Equity, Shares Outstanding	3,817,993		0
Class of Warrant or Right, Exercise Price of Warrants or Rights	$ 0.01
Sale of Stock, Price Per Share	$ 17.50

INCOME TAX (Details)

INCOME TAX (Details) - USD ($)	Dec. 31, 2015	Dec. 31, 2014
Deferred tax asset
Net operating loss carryforward	$ 122,873	$ 674
Business combination search expenses	93,373	0
Total deferred tax assets	216,246	674
Valuation allowance	(216,246)	(674)
Deferred tax asset, net of allowance	$ 0	$ 0

INCOME TAX (Details 1)

INCOME TAX (Details 1) - USD ($)	5 Months Ended	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2015
Federal
Current	$ 0	$ 0
Deferred	(504)	(160,956)
State
Current	0	0
Deferred	(170)	(54,616)
Change in valuation allowance	674	215,572
Income tax provision (benefit)	$ 0	$ 0

INCOME TAX (Details 2)

INCOME TAX (Details 2)	5 Months Ended	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2015
Statutory federal income tax rate	(34.00%)	(34.00%)
State taxes, net of federal tax benefit	(11.50%)	(11.50%)
Change in valuation allowance	45.50%	45.50%
Income tax provision (benefit)	0.00%	0.00%

INCOME TAX (Details Textual)

INCOME TAX (Details Textual) - USD ($)	5 Months Ended	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2015
Operating Loss Carryforwards [Line Items]
Deferred Tax Assets, Operating Loss Carryforwards		$ 269,832
Operating Loss Carry forwards Expiration Period	expire beginning in 2036
Change in valuation allowance	$ 674	$ 215,572

FAIR VALUE MEASUREMENTS (Detail

FAIR VALUE MEASUREMENTS (Details) - USD ($)	Dec. 31, 2015	Dec. 31, 2014
Fair Value, Inputs, Level 1 [Member]
Assets:
Cash and securities held in Trust Account	$ 43,646,683	$ 0