Barington/Hilco Acquisition 10-Q 14 Nov 16 2016 Q3 Quarterly report Financial data

Document And Entity Information

Document And Entity Information - shares	9 Months Ended
	Sep. 30, 2016	Nov. 14, 2016
Document Information [Line Items]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Sep. 30, 2016
Document Fiscal Year Focus	2,016
Document Fiscal Period Focus	Q3
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 ($)	Sep. 30, 2016	Dec. 31, 2015
Current Assets
Cash and cash equivalents	$ 50,847	$ 199,436
Prepaid expenses	26,097	50,670
Total Current Assets	76,944	250,106
Cash and marketable securities held in Trust Account	43,801,384	43,646,683
TOTAL ASSETS	43,878,328	43,896,789
Current Liabilities
Accounts payable and accrued expenses	149,693	80,095
Promissory notes - related parties	130,000	0
Total Liabilities	279,693	80,095
Commitments and Contingencies
Common stock subject to possible redemption, 3,783,136 and 3,817,993 shares at redemption value as of September 30, 2016 and December 31, 2015, respectively	38,598,634	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; 1,878,200 and 1,843,343 shares issued and outstanding (excluding 3,783,136 and 3,817,993 shares subject to possible redemption) as of September 30, 2016 and December 31, 2015, respectively	188	184
Additional paid-in capital	5,693,246	5,475,191
Accumulated deficit	(693,433)	(475,374)
Total Stockholders' Equity	5,000,001	5,000,001
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$ 43,878,328	$ 43,896,789

Condensed Balance Sheets (Paren

Condensed Balance Sheets (Parenthetical) - $ / shares	Sep. 30, 2016	Dec. 31, 2015
Temporary Equity, Shares Outstanding	3,783,136	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	1,878,200	1,843,343
Common Stock, Shares, Outstanding	1,878,200	1,843,343

Condensed Statements of Operati

Condensed Statements of Operations - USD ($)		3 Months Ended		9 Months Ended
		Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015
Operating costs		$ 52,991	$ 225,777	$ 272,760	$ 338,587
Loss from operations		(52,991)	(225,777)	(272,760)	(338,587)
Other income:
Interest income		20,845	1,100	54,701	2,285
Net Loss		$ (32,146)	$ (224,677)	$ (218,059)	$ (336,302)
Weighted average shares outstanding, basic and diluted (1)	[1]	1,864,575	1,807,490	1,855,759	1,812,529
Basic and diluted net loss per common share		$ (0.02)	$ (0.12)	$ (0.12)	$ (0.19)
[1]	Excludes an aggregate of up to 3,783,136 and 3,831,649 shares subject to redemption at September 30, 2016 and 2015 respectively.

Condensed Statements of Operat5

Condensed Statements of Operations (Parenthetical) - shares	9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015
Shares Subject To Redemption Shares	3,783,136	3,831,649

Condensed Statements of Cash Fl

Condensed Statements of Cash Flows - USD ($)	9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015
Cash Flows from Operating Activities:
Net loss	$ (218,059)	$ (336,302)
Adjustments to reconcile net loss to net cash used in operating activities:
Interest earned on Trust Account	(54,701)	(2,285)
Changes in operating assets and liabilities:
Prepaid expenses	24,573	(79,689)
Accrued expenses	69,598	112,695
Accrued formation and offering costs	0	80,345
Net cash used in operating activities	(178,589)	(225,236)
Cash Flows from Investing Activities:
Investment of cash and marketable securities held in trust	(100,000)	(43,642,769)
Net cash used in investing activities	(100,000)	(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)
Proceeds from promissory notes - related parties	130,000	0
Repayment of promissory notes - related parties	0	(120,000)
Net cash provided by financing activities	130,000	44,147,068
Net Change in Cash and Cash Equivalents	(148,589)	279,063
Cash and Cash Equivalents - Beginning	199,436	63,937
Cash and Cash Equivalents - Ending	50,847	343,000
Supplemental disclosure of noncash investing and financing activities:
Change in value of common stock subject to possible redemption	218,059	2,733,426
Initial classification of common stock subject to possible redemption	0	36,445,325
Reclassification of deferred offering costs to additional paid-in capital	$ 0	$ 138,745

DESCRIPTION OF ORGANIZATION AND

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS	9 Months Ended
	Sep. 30, 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 September 30, 2016, the Company had not yet commenced any operations. All activity through September 30, 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”) was declared effective on February 5, 2015. The Company consummated the Initial Public Offering of 4,000,000 10.00 40,000,000 Simultaneously with the closing of the Initial Public Offering on February 11, 2015, the Company consummated the sale of 295,000 10.00 2,950,000 Following the closing of the Initial Public Offering, 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 50,847 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 initially had until August 11, 2016 to complete a Business Combination. However the IPO offering documents provide that, if the Company anticipates it may not be able to consummate a Business Combination by such date, 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 $ 100,000 130,000 100,000 15,000 In connection with the redemption of 100

LIQUIDITY AND GOING CONCERN

LIQUIDITY AND GOING CONCERN	9 Months Ended
	Sep. 30, 2016
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Liquidity Disclosures [Text Block]	NOTE 2. LIQUIDITY AND GOING CONCERN As of September 30, 2016, the Company had $ 50,847 43,801,384 202,749 59,000 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	9 Months Ended
	Sep. 30, 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 Annual Report on Form 10-K for the year ended December 31, 2015 as filed with the SEC, which contains the audited financial statements and notes thereto. The financial information as of December 31, 2015 is derived from the audited financial statements presented in the Company’s Annual Report on Form 10-K for the year ended December 31, 2015. The interim results for the nine months ended September 30, 2016 are not necessarily indicative of the results to be expected for the year ending December 31, 2016 or for any future interim periods. 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 its 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 amounts held in the Trust Account represent substantially all of the proceeds of the Initial Public Offering and proceeds from loans and are classified as restricted assets since such amounts can only be used by the Company in connection with the consummation of a Business Combination. As of September 30, 2016, cash and marketable securities held in the Trust Account consisted of $43,801,384 in United States Treasury Bills with a maturity date of 180 days or less. The amounts held in the Trust Account represent substantially all of the proceeds of the Initial Public Offering and are classified as restricted assets since such amounts can only be used by the Company in connection with the consummation of a Business Combination. As of September 30, 2016, cash and marketable securities held in the Trust Account consisted of $ 43,801,384 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 the occurrence of uncertain future events. Accordingly, 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 September 30, 2016 and 2015 has 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 2,294,035 458,807 200,000 100,000 20,000 The Company complies with the accounting and reporting requirements of ASC Topic 740, “Income Taxes,” which require 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 September 30, 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 September 30, 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. Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company's financial statements. The Company evaluates subsequent events and transactions that occur after the balance sheet date up to the date that the financial statements were issued. Other than as described below, the Company did not identify subsequent events that would have required adjustment to or disclosure in the financial statements. On November 10, 2016, the Company elected to extend the period of time to consummate a Business Combination for an additional three months ending on February 11, 2017. On November 10, 2016, the Company entered into promissory notes (“Second Extension Promissory Notes”) with affiliates of its sponsors for an aggregate amount of $ 100,000

INITIAL PUBLIC OFFERING

INITIAL PUBLIC OFFERING	9 Months Ended
	Sep. 30, 2016
Stockholders' Equity Note [Abstract]
Initial Public Offering [Text Block]	NOTE 4. INITIAL PUBLIC OFFERING 4,293,069 10.00 0.0001 12.50

PRIVATE PLACEMENT

PRIVATE PLACEMENT	9 Months Ended
	Sep. 30, 2016
Private placement [Abstract]
Private Placement [Text Block]	NOTE 5. PRIVATE PLACEMENT Simultaneously with the Initial Public Offering, the Company’s sponsors and EBC purchased 295,000 285,000 10,000 10.00 2,950,000 The Private Units are identical to the Units sold in the Initial Public Offering, except for the private warrants (“Private Warrants”), as described in Note 8. In addition, the holders of the Common Stock underlying the Private Units have agreed (a) to vote such shares in favor of a Business Combination, (b) not to propose, or vote in favor of, an amendment to the Company’s amended and restated certificate of incorporation with respect to the Company’s pre-Business Combination activities prior to the consummation of such Business Combination, unless the Company provides dissenting stockholders with the opportunity to convert such shares in connection with any such vote, (c) not to convert such shares into the right to receive cash from the Trust Account in connection with a stockholder vote to approve the Company’s proposed Business Combination or a vote to amend the provisions of the Company’s amended and restated certificate of incorporation relating to stockholders’ rights or pre-Business Combination activity and (d) that such shares shall not participate in any liquidating distribution upon winding up if a Business Combination is not consummated. Additionally, the holders have agreed not to transfer, assign or sell any of the Private Units or underlying securities (except to certain permitted transferees and provided the transferees agree to the same terms and restrictions as the permitted transferees of the Insider Shares must agree to) until the completion of the Business Combination. If the Company does not complete a Business Combination, the Private Warrants and the Private Rights will expire worthless.

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS	9 Months Ended
	Sep. 30, 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 1,150,000 150,000 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 0 22,500 0 52,500 Promissory Notes On August 9, 2016, the Company entered into promissory notes (“Extension Promissory Notes”) with affiliates of its sponsors for an aggregate amount of $ 130,000 130,000 As more fully discussed in Note 3, on November 10, 2016, the Company entered into Second Extension Promissory Notes with affiliates of its sponsors for an aggregate amount of $ 100,000 In order to meet the Company’s working capital needs following the consummation of the Initial Public Offering, 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	9 Months Ended
	Sep. 30, 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	9 Months Ended
	Sep. 30, 2016
Stockholders' Equity Note [Abstract]
Stockholders' Equity Note Disclosure [Text Block]	NOTE 8. STOCKHOLDERS’ EQUITY Preferred Stock - 1,000,000 0.0001 Common Stock - 8,500,000 11,000,000 1,878,200 3,783,136 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 - The Private Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, 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.

FAIR VALUE MEASUREMENTS

FAIR VALUE MEASUREMENTS	9 Months Ended
	Sep. 30, 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. Description Level September 30, December 31, Assets: Cash and marketable securities held in Trust Account 1 $ 43,801,384 $ 43,646,683

SUMMARY OF SIGNIFICANT ACCOUN16

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	9 Months Ended
	Sep. 30, 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 Annual Report on Form 10-K for the year ended December 31, 2015 as filed with the SEC, which contains the audited financial statements and notes thereto. The financial information as of December 31, 2015 is derived from the audited financial statements presented in the Company’s Annual Report on Form 10-K for the year ended December 31, 2015. The interim results for the nine months ended September 30, 2016 are not necessarily indicative of the results to be expected for the year ending December 31, 2016 or for any future interim periods.
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 its 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 amounts held in the Trust Account represent substantially all of the proceeds of the Initial Public Offering and proceeds from loans and are classified as restricted assets since such amounts can only be used by the Company in connection with the consummation of a Business Combination. As of September 30, 2016, cash and marketable securities held in the Trust Account consisted of $43,801,384 in United States Treasury Bills with a maturity date of 180 days or less.
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 and are classified as restricted assets since such amounts can only be used by the Company in connection with the consummation of a Business Combination. As of September 30, 2016, cash and marketable securities held in the Trust Account consisted of $ 43,801,384
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 the occurrence of uncertain future events. Accordingly, 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 September 30, 2016 and 2015 has 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 2,294,035 458,807 200,000 100,000 20,000
Income Tax, Policy [Policy Text Block]	Income taxes The Company complies with the accounting and reporting requirements of ASC Topic 740, “Income Taxes,” which require 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 September 30, 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 September 30, 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 Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on the Company's financial statements.
Subsequent Events, Policy [Policy Text Block]	The Company evaluates subsequent events and transactions that occur after the balance sheet date up to the date that the financial statements were issued. Other than as described below, the Company did not identify subsequent events that would have required adjustment to or disclosure in the financial statements. On November 10, 2016, the Company elected to extend the period of time to consummate a Business Combination for an additional three months ending on February 11, 2017. On November 10, 2016, the Company entered into promissory notes (“Second Extension Promissory Notes”) with affiliates of its sponsors for an aggregate amount of $ 100,000

FAIR VALUE MEASUREMENTS (Tables

FAIR VALUE MEASUREMENTS (Tables)	9 Months Ended
	Sep. 30, 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 September 30, 2016 and December 31, 2015, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description Level September 30, December 31, Assets: Cash and marketable securities held in Trust Account 1 $ 43,801,384 $ 43,646,683

DESCRIPTION OF ORGANIZATION A18

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS (Details Textual) - USD ($)	Aug. 09, 2016	Aug. 08, 2016	Aug. 08, 2016	Feb. 11, 2015	Feb. 18, 2015	Sep. 30, 2016	Sep. 30, 2015	Nov. 10, 2016
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						50,847
Proceeds from Related Party Debt	$ 130,000	$ 130,000	$ 40,000,000			130,000	$ 0
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] | Subsequent Event [Member]
Organization And Business Operations [Line Items]
Deposit Assets								$ 100,000
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 or Sale of Equity					$ 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 ($)	Sep. 30, 2016	Dec. 31, 2015	Sep. 30, 2015	Dec. 31, 2014
LIQUIDITY AND GOING CONCERN [Line Items]
Cash and Cash Equivalents, at Carrying Value	$ 50,847	$ 199,436	$ 343,000	$ 63,937
Cash	43,801,384
Working Capital	202,749
Assets Held-in-trust, Current	$ 59,000

SUMMARY OF SIGNIFICANT ACCOUN20

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Textual) - USD ($)	9 Months Ended
	Sep. 30, 2016	Nov. 10, 2016
Summary Of Significant Accounting Policies [Line Items]
Federal Depository Insurance Coverage	$ 250,000
Assets Held-in-trust, Current	$ 59,000
Subsequent Event [Member] | Second Extension Promissory Notes [Member]
Summary Of Significant Accounting Policies [Line Items]
Debt Instrument, Face Amount		$ 100,000
Stock Appreciation Rights (SARs) [Member]
Summary Of Significant Accounting Policies [Line Items]
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount	458,807
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	100,000
US Treasury Bill Securities [Member]
Summary Of Significant Accounting Policies [Line Items]
Assets Held-in-trust, Current	$ 43,801,384
Warrant [Member]
Summary Of Significant Accounting Policies [Line Items]
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount	2,294,035
Warrant [Member] | Underwriter Unit Purchase Options [Member]
Summary Of Significant Accounting Policies [Line Items]
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount	20,000

INITIAL PUBLIC OFFERING (Detail

INITIAL PUBLIC OFFERING (Details Textual) - $ / shares	Feb. 11, 2015	Sep. 30, 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	Sep. 30, 2016	Sep. 30, 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 ($)	Aug. 09, 2016	Aug. 08, 2016	Aug. 08, 2016	Feb. 11, 2015	Oct. 31, 2014	Sep. 30, 2014	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2016	Sep. 30, 2015	Nov. 10, 2016	Dec. 31, 2015
Related Party Transaction [Line Items]
Business Acquisition, Share Price							$ 10		$ 10
General and Administrative Expense, Total							$ 0	$ 22,500	$ 0	$ 52,500
Proceeds from Related Party Debt	$ 130,000	$ 130,000	$ 40,000,000						130,000	$ 0
Due to Related Parties, Noncurrent							$ 130,000		130,000			$ 0
Subsequent Event [Member] | Extension Promissory Notes [Member]
Related Party Transaction [Line Items]
Debt Instrument, Face Amount											$ 100,000
Maximum [Member]
Related Party Transaction [Line Items]
Debt Conversion, Original Debt, Amount									500,000
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)	9 Months Ended
	Sep. 30, 2016$ / shares
Commitments and Contingencies [Line Items]
Business Acquisition, Share Price	$ 10
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	Sep. 30, 2016	Dec. 31, 2015	Jan. 28, 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	8,500,000
Common Stock, Shares, Issued	1,878,200	1,843,343
Temporary Equity, Shares Outstanding	3,783,136	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 ($)	Sep. 30, 2016	Dec. 31, 2015
Fair Value, Inputs, Level 1 [Member]
Assets:
Cash and marketable securities held in Trust Account	$ 43,801,384	$ 43,646,683