Barington/Hilco Acquisition 10-Q 15 Jun 18 2018 Q1 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	3 Months Ended
	Mar. 31, 2018	Jun. 14, 2018
Document And Entity Information
Entity Registrant Name	BARINGTON/HILCO ACQUISITION CORP.
Entity Central Index Key	1,622,175
Document Type	10-Q
Trading Symbol	BHACU
Document Period End Date	Mar. 31, 2018
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Entity a Well-known Seasoned Issuer	No
Entity a Voluntary Filer	No
Entity's Reporting Status Current	No
Entity Filer Category	Smaller Reporting Company
Entity Common Stock, Shares Outstanding		2,246,236
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2,018

Condensed Balance Sheets (Unaud

Condensed Balance Sheets (Unaudited) - USD ($)	Mar. 31, 2018	Dec. 31, 2017
Current Assets
Cash	$ 128,812	$ 2,820
Prepaid expenses	6,417	833
Total Current Assets	135,229	3,653
Cash and marketable securities held in Trust Account	9,345,988	14,846,465
TOTAL ASSETS	9,481,217	14,850,118
Current Liabilities
Accounts payable and accrued expenses	2,156,751	2,159,118
Promissory notes - related parties	485,183	485,183
Advance from third party	425,000	425,000
Advance from related party	300,000
Total Liabilities	3,366,934	3,069,301
Commitments and Contingencies
Common stock subject to possible redemption, 105,008 and 646,625 shares at redemption value as of March 31, 2018 and December 31, 2017, respectively	1,114,282	6,780,816
Stockholders' Equity
Preferred stock, $0.0001 par value; 1,000,000 authorized, none issued and outstanding
Common stock, $0.0001 par value; 11,000,000 shares authorized; 2,141,228 and 2,137,415 shares issued and outstanding (excluding 105,008 and 646,625 shares subject to possible redemption) as of March 31, 2018 and December 31, 2017, respectively	214	214
Additional paid-in capital	7,862,935	7,831,780
Accumulated deficit	(2,863,148)	(2,831,993)
Total Stockholders' Equity	5,000,001	5,000,001
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY	$ 9,481,217	$ 14,850,118

Condensed Balance Sheets (Unau3

Condensed Balance Sheets (Unaudited) (Parenthetical) - $ / shares	Mar. 31, 2018	Dec. 31, 2017
Statement of Financial Position [Abstract]
Temporary equity, outstanding	105,008	646,625
Preferred stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	1,000,000	1,000,000
Preferred stock, issued	0	0
Preferred stock, outstanding	0	0
Common stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Common Stock, authorized	11,000,000	11,000,000
Common stock, issued	2,141,228	2,137,415
Common stock, outstanding	2,141,228	2,137,415

Condensed Statements of Operati

Condensed Statements of Operations (Unaudited) - USD ($)		3 Months Ended
		Mar. 31, 2018	Mar. 31, 2017
Income Statement [Abstract]
Operating costs		$ 60,700	$ 103,723
Loss from operations		(60,700)	(103,723)
Other income:
Interest income		29,545	40,097
Net Loss		$ (31,155)	$ (63,626)
Weighted average shares outstanding, basic and diluted (in shares)	[1]	2,137,415	1,891,460
Basic and diluted net loss per common share (in dollars per share)		$ (0.01)	$ (0.03)
[1]	Excludes an aggregate of up to 105,008 and 2,842,485 shares subject to redemption at March 31, 2018 and 2017, respectively.

Condensed Statements of Cash Fl

Condensed Statements of Cash Flows (Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2018	Mar. 31, 2017
Cash Flows from Operating Activities:
Net loss	$ (31,155)	$ (63,626)
Adjustments to reconcile net loss to net cash used in operating activities:
Interest earned on Trust Account	(29,545)	(40,097)
Changes in operating assets and liabilities:
Prepaid expenses	(5,584)	(44,533)
Accounts payable and accrued expenses	(2,367)	5,760
Net cash used in operating activities	(68,651)	(142,496)
Cash Flows from Investing Activities:
Investment of cash held in Trust Account	(105,357)	(169,094)
Cash withdrawn from Trust Account	5,635,379	9,389,959
Net cash provided by investing activities	5,530,022	9,220,865
Cash Flows from Financing Activities:
Advances from third party		170,000
Advance from related party	300,000
Proceeds from promissory notes - related parties		35,000
Redemption of common stock	(5,635,379)	(9,305,588)
Net cash used in financing activities	(5,335,379)	(9,100,588)
Net Change in Cash	125,992	(22,219)
Cash - Beginning	2,820	22,271
Cash - Ending	128,812	52
Supplemental disclosure of noncash investing and financing activities:
Change in value of common stock subject to possible redemption	$ 31,155	$ 63,626

DESCRIPTION OF ORGANIZATION AND

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS	3 Months Ended
	Mar. 31, 2018
Organization, Consolidation and Presentation of Financial Statements [Abstract]
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS	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 (a “Business Combination”). On April 18, 2018 and May 17, 2018, the Company received a letter from the Listing Qualifications Department of The Nasdaq Stock Market (“NASDAQ”) stating that the Company had not timely filed its Annual Report on Form 10-K for the period ended December 31, 2017 or its Form 10-Q for the period ended March 31, 2018 (the “Filings”). As a result, the Company was not in compliance with NASDAQ Listing Rule 5250(c)(1) (the “Filing Rule”).The Company has 60 calendar days to submit a plan to regain compliance with the Filing Rule. If NASDAQ were to accept the Company’s plan, NASDAQ could grant the Company an extension of up to 180 calendar days from the Filing’s due date, or until October 15, 2018, to regain compliance with the Filing Rule. If NASDAQ does not accept the Company’s plan, the Company will have the opportunity to appeal the decision in front of a NASDAQ Hearings Panel. On December 29, 2017, the Company’s stockholders approved an extension of the period of time in which the Company is required to consummate a Business Combination until June 30, 2018 (the “Extension Amendment”). The extension is to be implemented in 30-day increments. The number of shares of common stock presented for redemption in connection with the Extension Amendment was 537,804. On January 3, 2018, the Company distributed $5,635,379, or approximately $10.48 per share, to redeeming stockholders. In addition, the Company agreed to contribute $0.04 per share to the Trust Account for each public share that was not converted in connection with the approval of the Extension Amendment, for each 30-day period, or portion thereof, that is needed by the Company to complete a Business Combination from December 31, 2017 through June 30, 2018 (the “Contribution”). On January 4, 2018 and April 23, 2018, the Company deposited an aggregate of $140,475 into the Trust Account in connection with the Extension Amendment. On January 3, 2018, the Company, Barington Companies Advisors, LLC (“Barington”), Hilco Global (“Hilco Global”), Hilco Merchant Resources, LLC (“HMR” and, together with Hilco Global, collectively, “Hilco”), and certain additional parties, including members of the board of directors of the Company (together with Barington and Hilco, the “Sellers”), entered into an agreement (the “Oreva Agreement”) with Sweiss Ventures, LLC, a Nevada limited liability company (“Sweiss”), JSE Holdings, LLC, a New York limited liability company (“JSE”), BAG Spac 1, LLC, a Delaware limited liability company (“BAG”), PLA99, LLC, a Delaware limited liability company (”PLA”), and Oreva Partners, LLC, a Delaware limited liability company (“Oreva” and together with Sweiss, JSE, BAG and PLA, the “Investors”). Pursuant to the Oreva Agreement, the Sellers agreed to transfer to the Investors an aggregate of (a) 1,035,767 shares of Common Stock of the Company, and (b) an aggregate of 142,500 warrants to purchase an additional 71,250 shares of Common Stock (collectively, the “Transferred Securities”). The 1,035,767 shares of Common Stock included in the Transferred Securities represented 96.5% of an aggregate of 1,073,267 insider promoter shares of Common Stock of the Company owned of record and beneficially by the Sellers (the “Insider Shares”). Under the Oreva Agreement, the Sellers retained an aggregate of (i) 285,000 shares of Common Stock and associated rights, which entitle a holder to receive one-tenth (1/10) of a share of Common Stock (the “Rights”), and (ii) 37,500 promotional shares of Common Stock that were issued to directors, officers and a consultant of the Company as compensation for their services to the Company. In consideration for their receipt of the Transferred Securities and its affiliates obtaining control of the board of directors of the Company, the Investors and its affiliates and associates (collectively, the “Investor Group”) agreed to use its and their best efforts to locate and consummate, on or prior to the June 30, 2018, a Business Combination for the Company acceptable to the Company’s stockholders. In addition, the Investors paid on behalf of the Company, or reimbursed the Sellers for, (i) $154,000, representing three months payment required by the Company for the Extension Amendment, and other accrued fees and expenses, and agreed pay to approximately $59,229 in additional documented Company expenses within 30 days. The Investors also agreed to assume responsibility for all ongoing costs and expenses of the Company, including, without limitation, payments associated with the Extension Amendment and costs and expenses associated with running and maintaining a publicly traded company following the closing of the transactions contemplated by the Agreement. On February 14, 2018, the Company, Oreva Capital Corp. and an entity formed by Oreva, Pop G Food Holdings Corp. (“PopG”) entered into a letter of intent (the “LOI”) with SBHand Papa Gino’s, Inc. The parties agreed that until February 28, 2018 (the “Exclusivity Period”), none of the parties nor their affiliates would seek to consummate a sale or purchase transaction with any other person or entity. Under the terms of the LOI, SBH agreed in principle to sell to Pop G 100% of the capital stock of PGHC Holdings, Inc., a Delaware corporation (the “PGHC”). PGHC is a holding company that owns 100% of the capital stock of Papa Gino’s Holding Corp., a Delaware corporation, which together with its direct and indirect subsidiaries, including Papa Gino’s, Inc., owns, operates and franchises (i) 148 company owned pizzeria restaurants and one venue licensee, under the trade name Papa Gino’s™ and (ii) 93 company owned sandwich restaurants, 31 franchised locations and three venue licensees under the trade name, D’Angelo’s™ ; in each case, throughout New England (collectively, the “Business”). On or about March 21, 2018, the negotiation of the definitive stock purchase agreement was terminated as the parties were unable to agree upon the final purchase price.

LIQUIDITY AND GOING CONCERN

LIQUIDITY AND GOING CONCERN	3 Months Ended
	Mar. 31, 2018
Organization, Consolidation and Presentation of Financial Statements [Abstract]
LIQUIDITY AND GOING CONCERN	NOTE 2. LIQUIDITY AND GOING CONCERN As of March 31, 2018, the Company had $128,812 in its operating bank accounts, $9,345,988 in cash and marketable securities held in the Trust Account to be used for a Business Combination or to repurchase or convert its common stock in connection therewith and a working capital deficit of $3,231,705. As of March 31, 2018, approximately $40,000 of the amount on deposit in the Trust Account represented interest income, which is available for working capital purposes and to pay the Company’s tax obligations. To date, the Company has withdrawn an aggregate of $256,336 of interest from the Trust Account in order to fund working capital requirements. 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 will 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, 2018
Accounting Policies [Abstract]
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	NOTE 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES 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 8 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, 2017 as filed with the SEC on June 15, 2018, 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. Net loss 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. The Company applies the two-class method in calculating earnings per share. Common stock subject to possible redemption at March 31, 2018 and 2017, which is not currently redeemable and is not redeemable at fair value, 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 shares of common stock, (2) rights sold in the Initial Public Offering and private placement that convert into 458,807 shares of common stock, and (3) 200,000 shares of common stock, warrants to purchase 100,000 shares of common stock and rights that convert into 20,000 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 presented.

ADVANCE FROM RELATED PARTY

ADVANCE FROM RELATED PARTY	3 Months Ended
	Mar. 31, 2018
Debt Disclosure [Abstract]
ADVANCE FROM RELATED PARTY	NOTE 4. ADVANCE FROM RELATED PARTY In January 2018, Oreva advanced the Company an aggregate of $300,000 to be used for working capital purposes. The advances are non-interest bearing, unsecured and due on demand. As of March 31, 2018, advances outstanding amounted to $300,000.

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES	3 Months Ended
	Mar. 31, 2018
Commitments and Contingencies Disclosure [Abstract]
COMMITMENTS AND CONTINGENCIES	NOTE 5. COMMITMENTS AND 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, EarlyBirdCapital, Inc. (“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% of the total gross proceeds raised in the Initial Public Offering (exclusive of any applicable finders’ fee which might become payable) and the Company has the option to pay up to 25% of the 4% fee with shares of the Company’s Common Stock priced at $10.00 per share.

STOCKHOLDERS' EQUITY

STOCKHOLDERS' EQUITY	3 Months Ended
	Mar. 31, 2018
Stockholders' Equity Note [Abstract]
STOCKHOLDERS' EQUITY	NOTE 6. STOCKHOLDERS’ EQUITY Preferred Stock - Common Stock –

FAIR VALUE MEASUREMENTS

FAIR VALUE MEASUREMENTS	3 Months Ended
	Mar. 31, 2018
Fair Value Disclosures [Abstract]
FAIR VALUE MEASUREMENTS	NOTE 7. 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. The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at March 31, 2018 and December 31, 2017, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description Level March 31, 2018 December 31, 2017 Assets: Cash and marketable securities held in Trust Account 1 $ 9,345,988 $ 14,846,465

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS	3 Months Ended
	Mar. 31, 2018
Subsequent Events [Abstract]
SUBSEQUENT EVENTS	NOTE 8. 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.

SUMMARY OF SIGNIFICANT ACCOUN14

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	3 Months Ended
	Mar. 31, 2018
Accounting Policies [Abstract]
Basis of presentation	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 8 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, 2017 as filed with the SEC on June 15, 2018, which contains the audited financial statements and notes thereto. The financial information as of December 31, 2017 is derived from the audited financial statements presented in the Company’s Annual Report on Form 10-K for the year ended December 31, 2017. The interim results for the three months ended March 31, 2018 are not necessarily indicative of the results to be expected for the year ending December 31, 2018 or for any future interim periods.
Use of estimates	Use of estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. 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.
Net loss per share	Net loss 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. The Company applies the two-class method in calculating earnings per share. Common stock subject to possible redemption at March 31, 2018 and 2017, which is not currently redeemable and is not redeemable at fair value, 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 shares of common stock, (2) rights sold in the Initial Public Offering and private placement that convert into 458,807 shares of common stock, and (3) 200,000 shares of common stock, warrants to purchase 100,000 shares of common stock and rights that convert into 20,000 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 presented.

FAIR VALUE MEASUREMENTS (Tables

FAIR VALUE MEASUREMENTS (Tables)	3 Months Ended
	Mar. 31, 2018
Fair Value Disclosures [Abstract]
Schedule of fair value assets measured on recurring basis	The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at March 31, 2018 and December 31, 2017, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description Level March 31, 2018 December 31, 2017 Assets: Cash and marketable securities held in Trust Account 1 $ 9,345,988 $ 14,846,465

DESCRIPTION OF ORGANIZATION A16

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS (Details Narrative) - USD ($)	Jun. 30, 2018	Jan. 03, 2018	Apr. 23, 2018	Feb. 14, 2018	Dec. 29, 2017
SBHand Papa Gino's, Inc. [Member] | PGHC Holdings, Inc. [Member]
Ownership percentage				100.00%
Papa Gino's Holding Corp. [Member] | PGHC Holdings, Inc. [Member]
Ownership percentage				100.00%
Extension Amendment [Member]
Number of common stock subject to redemption					537,804
Value of common stock subject to redemption		$ 5,635,379
Common stock subject to redemption share price (in dollars per share)		$ 10.48
Common stock subject to redemption share price held in trust account (in dollars per share)		$ 0.04
Extension Amendment [Member] | Subsequent Event [Member]
Number of deposited in trust account			140,475
Oreva Agreement [Member] | Sellers [Member] | Promotional Shares [Member]
Number of shares issued		37,500
Oreva Agreement [Member] | Sellers [Member] | Investors [Member]
Number of shares issued		1,035,767
Common stock rights		An aggregate of (i) 285,000 shares of Common Stock and associated rights, which entitle a holder to receive one-tenth (1/10) of a share of Common Stock (the “Rights”)
Oreva Agreement [Member] | Sellers [Member] | Investors [Member] | Warrant [Member]
Number of shares issued		142,500
Oreva Agreement [Member] | Sellers [Member] | Investors [Member] | Common Stock [Member]
Number of shares issued		71,250
Oreva Agreement [Member] | Sellers [Member] | Investors [Member] | Insider Shares [Member]
Number of shares issued		1,073,267
Oreva Agreement [Member] | Subsequent Event [Member] | Sellers [Member] | Investors [Member]
Prepaid interest	$ 154,000
Additional documented expenses	$ 59,229

LIQUIDITY AND GOING CONCERN (De

LIQUIDITY AND GOING CONCERN (Details Narrative) - USD ($)	3 Months Ended
	Mar. 31, 2018	Dec. 31, 2017	Mar. 31, 2017	Dec. 31, 2016
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Cash in operating accounts	$ 128,812	$ 2,820	$ 52	$ 22,271
Cash and marketable securities held in Trust Account	9,345,988
Working capital deficit	3,231,705
Assets held-in-trust	40,000
Trust account withdraw amount	$ 256,336

SUMMARY OF SIGNIFICANT ACCOUN18

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative)	3 Months Ended
	Mar. 31, 2018shares
Common Stock [Member]
Number of antidilutive securities excluded from computation of eps	200,000
Stock Appreciation Rights (SARs) [Member]
Number of antidilutive securities excluded from computation of eps	458,807
Stock Appreciation Rights (SARs) [Member] | Underwriter Unit Purchase Options [Member]
Number of antidilutive securities excluded from computation of eps	100,000
Warrant [Member]
Number of antidilutive securities excluded from computation of eps	2,294,035
Warrant [Member] | Underwriter Unit Purchase Options [Member]
Number of antidilutive securities excluded from computation of eps	20,000

ADVANCE FROM THIRD PARTY (Detai

ADVANCE FROM THIRD PARTY (Details Narrative) - USD ($)	1 Months Ended	3 Months Ended
	Jan. 31, 2018	Mar. 31, 2018
Debt Disclosure [Abstract]
Advances from third party	$ 300,000	$ 300,000

COMMITMENTS & CONTINGENCIES (De

COMMITMENTS & CONTINGENCIES (Details Narrative) - Business Combination Marketing Agreement [Member] - Early Bird Capital [Member]	3 Months Ended
	Mar. 31, 2018$ / shares
Description 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% of the total gross proceeds raised in the Initial Public Offering (exclusive of any applicable finders’ fee which might become payable) and the Company has the option to pay up to 25% of the 4% fee with shares of the Company’s Common Stock priced at $10.00 per share.
Share price (in dollars per share)	$ 10

STOCKHOLDERS' EQUITY (Details N

STOCKHOLDERS' EQUITY (Details Narrative) - $ / shares	Mar. 31, 2018	Dec. 31, 2017
Stockholders' Equity Note [Abstract]
Preferred stock, authorized	1,000,000	1,000,000
Preferred stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Preferred stock, issued	0	0
Preferred stock, outstanding	0	0
Common stock, authorized	11,000,000	11,000,000
Common stock, par value (in dollars per share)	$ 0.0001	$ 0.0001
Common stock, issued	2,141,228	2,137,415
Common stock, outstanding	2,141,228	2,137,415
Temporary equity, shares outstanding	105,008	646,625

FAIR VALUE MEASUREMENTS (Detail

FAIR VALUE MEASUREMENTS (Details) - USD ($)	Mar. 31, 2018	Dec. 31, 2017
Fair Value, Measurements, Recurring [Member] | Cash and Marketable Securities [Member] | Fair Value, Inputs, Level 1 [Member]
Assets:
Marketable securities held in Trust Account	$ 9,345,988	$ 14,846,465