Barington/Hilco Acquisition 10-Q 16 May 16 2016 Q1 Quarterly report Financial data

Document And Entity Information

Document And Entity Information - shares	3 Months Ended
	Mar. 31, 2016	May. 16, 2016
Document Information [Line Items]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Mar. 31, 2016
Document Fiscal Year Focus	2,016
Document Fiscal Period Focus	Q1
Entity Registrant Name	BARINGTON/HILCO ACQUISITION CORP.
Entity Central Index Key	1,622,175
Current Fiscal Year End Date	--12-31
Entity Filer Category	Smaller Reporting Company
Trading Symbol	BHACU
Entity Common Stock, Shares Outstanding		5,661,336

Condensed Balance Sheets

Condensed Balance Sheets - USD ($)	Mar. 31, 2016	Dec. 31, 2015
Current Assets
Cash and cash equivalents	$ 110,273	$ 199,436
Prepaid expenses	70,479	50,670
Total Current Assets	180,752	250,106
Cash and marketable securities held in Trust Account	43,661,828	43,646,683
TOTAL ASSETS	43,842,580	43,896,789
Current Liabilities
Current Liabilities - Accounts payable and accrued expenses	174,315	80,095
Total Liabilities	$ 174,315	$ 80,095
Commitments and Contingencies
Common stock subject to possible redemption, 3,802,074 and 3,817,993 shares at redemption value as of March 31, 2016 and December 31, 2015, respectively	$ 38,668,263	$ 38,816,693
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; 1,859,262 and 1,843,343 shares issued and outstanding (excluding 3,802,074 and 3,817,993 shares subject to possible redemption) as of March 31, 2016 and December 31, 2015, respectively	186	184
Additional paid-in capital	5,623,619	5,475,191
Accumulated deficit	(623,803)	(475,374)
Total Stockholders' Equity	5,000,002	5,000,001
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$ 43,842,580	$ 43,896,789

Condensed Balance Sheets (Paren

Condensed Balance Sheets (Parenthetical) - $ / shares	Mar. 31, 2016	Dec. 31, 2015
Temporary Equity, Shares Outstanding	3,802,074	3,817,993
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	1,859,262	1,843,343
Common Stock, Shares, Outstanding	1,859,262	1,843,343

Condensed Statements of Operati

Condensed Statements of Operations - USD ($)		3 Months Ended
		Mar. 31, 2016	Mar. 31, 2015
Operating costs		$ 163,574	$ 25,894
Loss from operations		(163,574)	(25,894)
Other income:
Interest income		15,145	0
Net Loss		$ (148,429)	$ (25,894)
Weighted average shares outstanding, basic and diluted	[1]	1,843,343	3,457,553
Basic and diluted net loss per common share		$ (0.08)	$ (0.01)
[1]	Excludes an aggregate of up to 3,802,074 and 3,860,815 shares subject to redemption at March 31, 2016 and 2015 respectively.

Condensed Statements of Operat5

Condensed Statements of Operations (Parenthetical) - shares	3 Months Ended
	Mar. 31, 2016	Mar. 31, 2015
Shares Subject To Redemption Shares	3,802,074	3,860,815

Condensed Statements of Cash Fl

Condensed Statements of Cash Flows - USD ($)	3 Months Ended
	Mar. 31, 2016	Mar. 31, 2015
Cash Flows from Operating Activities:
Net loss	$ (148,429)	$ (25,894)
Adjustments to reconcile net loss to net cash used in operating activities:
Interest earned on Trust Account	(15,145)	(96)
Changes in operating assets and liabilities:
Prepaid expenses	(19,809)	(106,076)
Accrued expenses	94,220	6,600
Accrued formation and offering costs	0	80,345
Net cash used in operating activities	(89,163)	(45,121)
Cash Flows from Investing Activities:
Investment of cash and marketable 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 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	0	(325,801)
Repayment of promissory notes - related parties	0	(120,000)
Net cash provided by financing activities	0	44,147,068
Net Change in Cash and Cash Equivalents	(89,163)	459,178
Cash and Cash Equivalents - Beginning	199,436	63,937
Cash and Cash Equivalents - Ending	110,273	523,115
Supplemental disclosure of noncash investing and financing activities:
Change in value of common stock subject to possible redemption	148,430	2,819,163
Initial Classification Of Common Stock Subject To Possible Redemption	0	36,445,325
Reclassification of deferred offering cost to additional paid-in capital	$ 0	$ 138,745

DESCRIPTION OF ORGANIZATION AND

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS	3 Months Ended
	Mar. 31, 2016
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 on July 24, 2014. The Company was formed for the purpose of entering into a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination, with one or more businesses or entities (“Business Combination”). At March 31, 2016, the Company had not yet commenced any operations. All activity through March 31, 2016 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 (“Initial Public Offering”) The Company consummated the Initial Public Offering 4,000,000 10.00 40,000,000 Simultaneously with the closing of the Initial Public Offering 295,000 10.00 2,950,000 Following the closing of the Initial Public Offering 40,800,000 10.20 Initial Public Offering 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 Initial Public Offering 110,273 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 Initial Public Offering 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	3 Months Ended
	Mar. 31, 2016
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Liquidity Disclosures [Text Block]	NOTE 2. LIQUIDITY AND GOING CONCERN As of March 31, 2016, the Company had $ 110,273 43,661,828 6,437 19,059 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	3 Months Ended
	Mar. 31, 2016
Accounting Policies [Abstract]
Significant Accounting Policies [Text Block]	NOTE 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 10 of Regulation S-X of the Securities and Exchange Commission (“SEC”). Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a comprehensive presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Company’s 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 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 March 31, 2016. The amounts held in the Trust Account represent substantially all of the proceeds of the Initial Public Offering 43,661,828 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 March 31, 2016, the Common Stock subject to possible redemption is presented as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet. 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. Common stock subject to possible redemption at March 31, 2016 and 2015 have been excluded from the calculation of basic net loss per share since such shares, if redeemed, only participate in their pro rata share of the Trust Account earnings. The Company has not considered the effect of (1) warrants sold in the initial Public Offering and private placement to purchase 4,588,069 shares of Common Stock, (2) rights sold in the initial Public Offering and private placement that convert into 4,588,069 shares of Common Stock and (3) 200,000 shares of common stock, warrants to purchase 200,000 shares of Common Stock and rights that convert into 200,000 shares of Common Stock in the unit purchase option sold to the underwriter, in the calculation of diluted loss per share, since the exercise of the warrants and the conversion of the rights into shares of Common Stock is contingent upon the occurrence of future events. As a result, diluted loss per share is the same as basic loss per share for the periods 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 March 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 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 March 31, 2016 and 2015. 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	3 Months Ended
	Mar. 31, 2016
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 Initial Public Offering. 0.0001 12.50

PRIVATE PLACEMENT

PRIVATE PLACEMENT	3 Months Ended
	Mar. 31, 2016
Private placement [Abstract]
Private Placement [Text Block]	NOTE 5. PRIVATE PLACEMENT Simultaneously with the Initial Public Offering 295,000 285,000 10,000 10.00 2,950,000 Initial Public Offering The Private Units are identical to the Units sold in the Initial Public Offering

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS	3 Months Ended
	Mar. 31, 2016
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 Initial Public Offering 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 0 7,500 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 Initial Public Offering 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 Initial Public Offering. February 12, 2015 In order to meet the Company’s working capital needs following the consummation of the Initial Public Offering 500,000 10.00

COMMITMENTS & CONTINGENCIES

COMMITMENTS & CONTINGENCIES	3 Months Ended
	Mar. 31, 2016
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. 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 4 10.00 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	3 Months Ended
	Mar. 31, 2016
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 0.0001 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 1,859,262 3,802,704 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 No additional consideration will be required to be paid by a holder of rights in order to receive his, her or its additional shares of Common Stock upon consummation of a Business Combination as the consideration related thereto has been included in the unit purchase price paid for by investors in the Initial Public Offering The number of shares of Common Stock issuable upon the conversion of the rights may be adjusted in certain circumstances including in the event of a stock dividend, or recapitalization, reorganization, merger or consolidation. Additionally, in no event will the Company be required to net cash settle the rights. Accordingly, the rights may expire worthless. Warrants - Initial Public Offering The Private Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering 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 · 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.

FAIR VALUE MEASUREMENTS

FAIR VALUE MEASUREMENTS	3 Months Ended
	Mar. 31, 2016
Fair Value Disclosures [Abstract]
Fair Value Disclosures [Text Block]	NOTE 9. 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. March 31, December 31, Description Level 2016 2015 Assets: Cash and marketable securities held in Trust Account 1 $ 43,661,828 $ 43,646,683

SUMMARY OF SIGNIFICANT ACCOUN16

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	3 Months Ended
	Mar. 31, 2016
Accounting Policies [Abstract]
Basis of Accounting, Policy [Policy Text Block]	Basis of presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 10 of Regulation S-X of the Securities and Exchange Commission (“SEC”). Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a comprehensive presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Company’s
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.
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 March 31, 2016.
Cash And Securities Held In Trust Account [Policy Text Block]	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 43,661,828
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 March 31, 2016, the Common Stock subject to possible redemption is presented as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet.
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. Common stock subject to possible redemption at March 31, 2016 and 2015 have been excluded from the calculation of basic net loss per share since such shares, if redeemed, only participate in their pro rata share of the Trust Account earnings. The Company has not considered the effect of (1) warrants sold in the initial Public Offering and private placement to purchase 4,588,069 shares of Common Stock, (2) rights sold in the initial Public Offering and private placement that convert into 4,588,069 shares of Common Stock and (3) 200,000 shares of common stock, warrants to purchase 200,000 shares of Common Stock and rights that convert into 200,000 shares of Common Stock in the unit purchase option sold to the underwriter, in the calculation of diluted loss per share, since the exercise of the warrants and the conversion of the rights into shares of Common Stock is contingent upon the occurrence of future events. As a result, diluted loss per share is the same as basic loss per share for the periods
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 March 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 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 March 31, 2016 and 2015.
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]	Recent Accounting Pronouncements 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.

FAIR VALUE MEASUREMENTS (Tables

FAIR VALUE MEASUREMENTS (Tables)	3 Months Ended
	Mar. 31, 2016
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 March 31, 2016 and December 31, 2015, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: March 31, December 31, Description Level 2016 2015 Assets: Cash and marketable securities held in Trust Account 1 $ 43,661,828 $ 43,646,683

DESCRIPTION OF ORGANIZATION A18

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS (Details Textual) - USD ($)	Feb. 11, 2015	Feb. 18, 2015	Mar. 31, 2016	Mar. 31, 2015
Organization And Business Operations [Line Items]
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			110,273
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	4,293,069
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
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 ($)	Mar. 31, 2016	Dec. 31, 2015	Mar. 31, 2015	Dec. 31, 2014
LIQUIDITY AND GOING CONCERN [Line Items]
Cash and Cash Equivalents, at Carrying Value, Total	$ 110,273	$ 199,436	$ 523,115	$ 63,937
Cash	43,661,828
Working Capital	6,437
Assets Held-in-trust, Current	$ 19,059

SUMMARY OF SIGNIFICANT ACCOUN20

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Textual)	3 Months Ended
	Mar. 31, 2016USD ($)shares
Summary Of Significant Accounting Policies [Line Items]
Federal Depository Insurance Coverage | $	$ 250,000
Assets Held-in-trust, Current | $	$ 19,059
Stock Appreciation Rights (SARs) [Member]
Summary Of Significant Accounting Policies [Line Items]
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount	4,588,069
Warrant [Member]
Summary Of Significant Accounting Policies [Line Items]
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount	4,588,069
Common Stock [Member]
Summary Of Significant Accounting Policies [Line Items]
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount	200,000
Underwriter Unit Purchase Options [Member] | Stock Appreciation Rights (SARs) [Member]
Summary Of Significant Accounting Policies [Line Items]
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount	200,000
Underwriter Unit Purchase Options [Member] | Warrant [Member]
Summary Of Significant Accounting Policies [Line Items]
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount	200,000
US Treasury Bill Securities [Member]
Summary Of Significant Accounting Policies [Line Items]
Assets Held-in-trust, Current | $	$ 43,661,828

INITIAL PUBLIC OFFERING (Detail

INITIAL PUBLIC OFFERING (Details Textual) - $ / shares	Feb. 11, 2015	Mar. 31, 2016	Dec. 31, 2015
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	4,293,069
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	Mar. 31, 2016	Mar. 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
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	Mar. 31, 2016	Mar. 31, 2015
Related Party Transaction [Line Items]
Business Acquisition, Share Price				$ 10
General and Administrative Expense, Total				$ 0	$ 7,500
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 Initial Public Offering.
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	150,000
Equity Method Investment, Ownership Percentage		20.00%	20.00%

COMMITMENTS & CONTINGENCIES (De

COMMITMENTS & CONTINGENCIES (Details Textual) - $ / shares	Feb. 11, 2015	Mar. 31, 2016
Commitments and Contingencies [Line Items]
Business Acquisition, Share Price		$ 10
Unit Purchase Option [Member]
Commitments and Contingencies [Line Items]
Fair Value Assumptions, Expected Term	5 years
Business Combination Marketing Agreement [Member]
Commitments and Contingencies [Line Items]
Percentage Of Cash Fee Paid Partially		4.00%
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	Mar. 31, 2016	Dec. 31, 2015
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	11,000,000
Common Stock, Shares, Issued	1,859,262	1,843,343
Temporary Equity, Shares Outstanding	3,802,074	3,817,993
Class of Warrant or Right, Exercise Price of Warrants or Rights	$ 0.01
Sale of Stock, Price Per Share	$ 17.50

FAIR VALUE MEASUREMENTS (Detail

FAIR VALUE MEASUREMENTS (Details) - USD ($)	Mar. 31, 2016	Dec. 31, 2015
Fair Value, Inputs, Level 1 [Member]
Assets:
Cash and marketable securities held in Trust Account	$ 43,661,828	$ 43,646,683