Document And Entity Information
Document And Entity Information - shares | 2 Months Ended | |
Mar. 31, 2015 | Jun. 30, 2015 | |
Document Information [Line Items] | ||
Entity Registrant Name | GP Investments Acquisition Corp. | |
Entity Central Index Key | 1,635,282 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Non-accelerated Filer | |
Trading Symbol | GPIAU | |
Entity Common Stock, Shares Outstanding | 21,562,500 | |
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2015 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2,015 |
CONDENSED BALANCE SHEET
CONDENSED BALANCE SHEET - USD ($) | Mar. 31, 2015 | |
ASSETS | ||
Current asset - cash and cash equivalents | $ 98,595 | |
Deferred offering costs | 273,375 | |
Total Assets | 371,970 | |
Current Liabilities | ||
Accrued offering costs | 232,000 | |
Accrued expenses | 8,000 | |
Advance from related party | 16,321 | |
Promissory note - related party | 100,000 | |
Total Liabilities | $ 356,321 | |
Commitments and Contingencies | ||
Shareholder’s Equity | ||
Preferred shares, $0.0001 par value; 20,000,000 shares authorized, none issued and outstanding | $ 0 | |
Ordinary shares, $0.0001 par value; 100,000,000 shares authorized; 4,312,500 shares issued and outstanding | [1] | 431 |
Additional paid in capital | 24,569 | |
Accumulated deficit | (9,351) | |
Total Shareholder’s Equity | 15,649 | |
TOTAL LIABILITIES AND SHAREHOLDER’S EQUITY | $ 371,970 | |
[1] | Includes an aggregate of 562,500 shares held by the initial shareholders that were subject to forfeiture to the extent that the underwriter's over-allotment was not exercised in full (see Notes 5 and 7). |
CONDENSED BALANCE SHEET _Parent
CONDENSED BALANCE SHEET [Parenthetical] - Mar. 31, 2015 - $ / shares | Total |
Preferred Stock, Par or Stated Value Per Share (in dollars per share) | $ 0.0001 |
Preferred Stock, Shares Authorized | 20,000,000 |
Preferred Stock, Shares Issued | 0 |
Preferred Stock, Shares Outstanding | 0 |
Common Stock, Par or Stated Value Per Share (in dollars per share) | $ 0.0001 |
Common Stock, Shares Authorized | 400,000,000 |
Common Stock, Shares, Issued | 4,312,500 |
Common Stock, Shares, Outstanding | 4,312,500 |
Common Stock, Other Shares, Outstanding | 562,500 |
CONDENSED STATEMENT OF OPERATIO
CONDENSED STATEMENT OF OPERATIONS - 2 months ended Mar. 31, 2015 - USD ($) | Total | |
Formation and operational costs | $ 9,351 | |
Net Loss | $ (9,351) | |
Weighted average shares outstanding, basic and diluted (in shares) | [1] | 3,750,000 |
Basic and diluted net loss per common share (in dollars per share) | $ 0 | |
[1] | Excludes an aggregate of 562,500 shares held by the initial shareholders that were subject to forfeiture to the extent that the underwriter's over-allotment was not exercised in full (see Notes 5 and 7). |
CONDENSED STATEMENT OF OPERATI5
CONDENSED STATEMENT OF OPERATIONS [Parenthetical] | Mar. 31, 2015shares |
Common Stock, Other Shares, Outstanding | 562,500 |
Condensed Statement of Cash Flo
Condensed Statement of Cash Flows | 2 Months Ended |
Mar. 31, 2015USD ($) | |
Cash Flows from Operating Activities: | |
Net loss | $ (9,351) |
Changes in operating assets and liabilities: | |
Accrued expenses | 8,000 |
Net cash used in operating activities | (1,351) |
Cash Flows from Financing Activities: | |
Proceeds from issuance of ordinary shares to initial shareholder | 25,000 |
Payment of offering costs | (26,375) |
Proceeds from advances from related party | 1,321 |
Proceeds from promissory notes - related parties | 100,000 |
Net cash provided by financing activities | 99,946 |
Net Change in Cash and Cash Equivalents | 98,595 |
Cash and Cash Equivalents - Beginning | 0 |
Cash and Cash Equivalents - Ending | 98,595 |
Non-cash investing and financing activities: | |
Offering costs included in accrued offering costs | 232,000 |
Payment of offering costs through advance from related party | $ 15,000 |
Description of Organization and
Description of Organization and Business Operations | 2 Months Ended |
Mar. 31, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization, Consolidation and Presentation of Financial Statements Disclosure [Text Block] | 1. Description of Organization and Business Operations GP Investments Acquisition Corp. (the “Company”) is a newly organized blank check company incorporated in the Cayman Islands on January 28, 2015 At March 31, 2015, the Company had not yet commenced operations. All activity through March 31, 2015 related to the Company’s formation and its Initial Public Offering, which is described below. The registration statement for the Company’s initial public offering (“Initial Public Offering”) was declared effective on May 19, 2015. On May 26, 2015, the Company consummated the Initial Public Offering of 17,250,000 2,250,000 10.00 172,500,000 Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 6,062,500 1.00 6,062,500 Transaction costs amounted to $ 10,960,590 4,312,500 6,037,500 610,590 after 1,130,665 Following the closing of the Initial Public Offering, an amount of $172,500,000 ($10.00 per share) from the net proceeds of the sale of the Units in the Initial Public Offering and the Private Placement Warrants was placed in a trust account (“Trust Account”) and invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “1940 Act”), with a maturity of 180 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of paragraphs (c)(2), (c)(3) and (c)(4) of Rule 2a-7 of the 1940 Act, as determined by the Company, until the earlier of: (i) the consummation of a Business Combination or (ii) the distribution of the Trust Account as described below. The Company’s management has broad discretion with respect to the specific application of the net proceeds of its Initial Public Offering and Private Placement Warrants, 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% of the balance in the Trust Account at the time of the execution of a definitive agreement for such Business Combination. There is no assurance that the Company will be able to successfully effect a Business Combination. The Company will provide its shareholders with the opportunity to redeem all or a portion of their shares included in the Units sold in the Initial Public Offering (the “Public Shares”) upon the completion of a Business Combination either (i) in connection with a shareholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The per-share price of the Public Shares to be redeemed (initially $10.00 per share), payable in cash, will be equal to the aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of a Business Combination, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its income and franchise tax obligations, divided by the number of then outstanding Public Shares. The per-share amount to be distributed to shareholders who redeem their shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriter (as discussed in Note 6). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants. However, in no event will the Company redeem its Public Shares in an amount that would cause its net tangible assets to be less than $5,000,001. The Company’s initial shareholders have agreed to waive their redemption rights with respect to the founder shares (as defined in Note 5) and Public Shares in connection with the completion of a Business Combination. If a shareholder vote is not required by law and the Company does not decide to hold a shareholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Memorandum and Articles of Association, conduct the redemptions pursuant to the tender offer rules of the Securities and Exchange Commission (“SEC”), and file tender offer documents with the SEC prior to completing a Business Combination. If, however, a shareholder approval of the transaction is required by law, or the Company decides to obtain shareholder approval for business or other legal reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks shareholder approval, it will complete a Business Combination only if a majority of the outstanding ordinary shares voted are voted in favor of the Business Combination. If the Company seeks shareholder approval in connection with a Business Combination, the initial shareholders have agreed to vote their founder shares and any Public Shares purchased during or after the Initial Public Offering in favor of a Business Combination. Additionally, each shareholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction. If the Company seeks shareholder approval of a Business Combination and it does not conduct redemptions in connection with a Business Combination pursuant to the tender offer rules, the Company’s Amended and Restated Memorandum and Articles of Association provides that a public shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), will be restricted from redeeming its shares with respect to more than an aggregate of 20% of the shares sold in the Initial Public Offering (“Excess Shares”). However, the Company would not be restricting the shareholders’ ability to vote all of their shares (including Excess Shares) for or against a Business Combination. If the Company is unable to complete a Business Combination within 24 months from the closing of the Initial Public Offering (the “Combination Period”), the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its income and franchise tax obligations (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining shareholders and the Company’s board of directors, proceed to commence a voluntary liquidation and thereby a formal dissolution of the Company, subject in each case to its obligations to provide for claims of creditors and the requirements of the laws of the Cayman Islands and other applicable law. There will be no redemption rights or liquidating distributions with respect to the Company’s Warrants, which will expire worthless if the Company fails to complete a Business Combination within the Combination Period. The initial shareholders have agreed to waive their rights to liquidating distributions from the Trust Account with respect to the founder shares if the Company fails to complete a Business Combination during the Combination Period. However, if the initial shareholders acquire Public Shares in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within the Combination Period. The underwriter has agreed to waive its rights to the deferred underwriting commission held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the funds held in the Trust Account that will be available to fund the redemption of the Company’s Public Shares. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be less than the $10.00 per share initially held in the Trust Account. In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a vendor for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account. This liability will not apply with respect to any claims by a third party who executed a waiver of any right, title, interest or claim of any kind in or to any monies held in the Trust Account or to any claims under the Company’s indemnity of the underwriter of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third party claims. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 2 Months Ended |
Mar. 31, 2015 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies [Text Block] | 2. 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 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 final prospectus as filed with the SEC and declared effective on May 19, 2015, as well as the Company's Form 8-K, as filed with the SEC on June 1, 2015. The Company is an “emerging growth company,” as defined in Section 2(a) of 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, 2015. Deferred offering costs consist principally of legal, accounting and underwriting costs incurred through the balance sheet date that were directly related to the Initial Public Offering. Offering costs amounting to $ 10,960,590 The Company complies with the accounting and reporting requirements of Accounting Standards Codification (“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. The Company’s management determined that the Cayman Islands is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of March 31, 2015, there were no amounts accrued for interest and penalties. There were no unrecognized tax benefits as of March 31, 2015. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position over the next twelve months. The Company may be subject to potential examination by U.S. federal, U.S. states or foreign taxing authorities in the areas of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with U.S. federal, U.S. state and foreign tax laws. 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 ordinary shares outstanding during the period, excluding ordinary shares subject to forfeiture by the Sponsor. Weighted average shares were reduced for the effect of an aggregate of 562,500 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 sheet, primarily due to their short-term nature. Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements. The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued for potential recognition or disclosure. Any material events that occurred between the balance sheet date and the date that the financial statements were issued are disclosed as subsequent events, while the financial statements are adjusted to reflect any conditions that existed at the balance sheet date. Based upon this review, except as discussed elsewhere, the Company did not identify any recognized or non-recognized subsequent events that would have required adjustment or disclosure in the financial statements. |
Initial Public Offering
Initial Public Offering | 2 Months Ended |
Mar. 31, 2015 | |
Equity [Abstract] | |
Initial Public Offering Disclosure [Text Block] | 3. Initial Public Offering Pursuant to the Initial Public Offering, the Company sold 15,000,000 10.00 2,250,000 10.00 11.50 |
Private Placement
Private Placement | 2 Months Ended |
Mar. 31, 2015 | |
Private Placement [Abstract] | |
Private Placement Disclosure [Text Block] | Private Placement Simultaneously with the Initial Public Offering, the Sponsor purchased an aggregate of 6,062,500 1.00 11.50 |
Related Party Transactions
Related Party Transactions | 2 Months Ended |
Mar. 31, 2015 | |
Related Party Transactions [Abstract] | |
Related Party Transactions Disclosure [Text Block] | Related Party Transactions Founder Shares On March 2, 2015, the Company issued 4,312,500 25,000 2,250,000 Units on 562,500 The founder shares may not be transferred, assigned or sold until one year after the date of the consummation of a Business Combination or earlier if, subsequent to a Business Combination, (i) the last sale price of the Company’s ordinary shares equals or exceeds $ 12.00 Related Party Advances As of March 31, 2015, the Sponsor advanced an aggregate of $ 16,321 70,000 Promissory Notes - Related Party The Company entered into a promissory note with the Sponsor, pursuant to which the Sponsor loaned the Company $ 100,000 In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds held in the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay the Working Capital Loans, but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Up to $ 1,000,000 1.00 |
Commitments and Contingencies
Commitments and Contingencies | 2 Months Ended |
Mar. 31, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies Disclosure [Text Block] | 6. Commitments and Contingencies Registration Rights Pursuant to a registration rights agreement entered into on May 19, 2015 with the holders of the founder shares, Private Placement Warrants and Warrants, the holders of the majority of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities and shares that may be issued upon conversion of the Private Placement Warrants, Warrants and Working Capital Loans. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. However, the registration rights agreement provides that the Company will not permit any registration statement filed under the Securities Act to become effective until termination of the applicable Lock-Up Period. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The Company granted the underwriters a 45-day option to purchase up to 2,250,000 2,250,000 10.00 The underwriters are entitled to an underwriting discount of 6.0 2.5 4,312,500 3.5 6,037,500 Administrative Service Fee Commencing on May 19, 2015, the Company has agreed to pay an affiliate of the Sponsor a monthly fee of $ 10,000 |
Shareholders' Equity
Shareholders' Equity | 2 Months Ended |
Mar. 31, 2015 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity Note Disclosure [Text Block] | 7. Shareholders’ Equity Preferred Shares - 20,000,000 0.0001 Ordinary Shares - 100,000,000 400,000,000 0.0001 4,312,500 562,500 20 exercise its full over-allotment option to purchase 2,250,000 Warrants - The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants and the ordinary shares issuable upon exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be non-redeemable so long as they are held by the initial purchasers or such purchasers’ permitted transferees. If the Private Placement Warrants are held by someone other than the initial purchasers or such purchasers’ permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants. Once the warrants become exercisable, the Company may redeem the Public Warrants (except with respect to the Private Placement Warrants): · in whole and not in part; · at a price of $ 0.01 · upon a minimum of 30 days’ prior written notice of redemption; and · if, and only if, the last sale price of the Company’s ordinary shares equals or exceeds $ 18.00 The Company will not redeem the Public Warrants unless an effective registration statement under the Securities Act covering the ordinary shares issuable upon exercise of the Public Warrants is effective and a current prospectus relating to those ordinary shares is available throughout the 30-day redemption period, except if the Public Warrants may be exercised on a cashless basis and such cashless exercise is exempt from registration under the Securities Act. If and when the Public Warrants become redeemable by the Company, the Company may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws. 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.” In such event, each holder would pay the exercise price by surrendering their Public Warrants for that number of ordinary shares equal to the quotient obtained by dividing (x) the product of the number of ordinary shares underlying the Public Warrants, multiplied by the difference between the exercise price of the Public Warrants and the “fair market value” by (y) the fair market value. The “fair market value” shall mean the average reported last sale price of the ordinary shares for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of the Public Warrants. The exercise price and number of ordinary shares issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a share dividend, or recapitalization, reorganization, merger or consolidation. However, the warrants will not be adjusted for issuances of ordinary shares 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. |
Summary of Significant Accoun14
Summary of Significant Accounting Policies (Policies) | 2 Months Ended |
Mar. 31, 2015 | |
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 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 final prospectus as filed with the SEC and declared effective on May 19, 2015, as well as the Company's Form 8-K, as filed with the SEC on June 1, 2015. |
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, 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, 2015. |
Deferred Charges, Policy [Policy Text Block] | Deferred Offering Costs Deferred offering costs consist principally of legal, accounting and underwriting costs incurred through the balance sheet date that were directly related to the Initial Public Offering. Offering costs amounting to $ 10,960,590 |
Income Tax, Policy [Policy Text Block] | Income taxes The Company complies with the accounting and reporting requirements of Accounting Standards Codification (“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. The Company’s management determined that the Cayman Islands is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of March 31, 2015, there were no amounts accrued for interest and penalties. There were no unrecognized tax benefits as of March 31, 2015. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position over the next twelve months. The Company may be subject to potential examination by U.S. federal, U.S. states or foreign taxing authorities in the areas of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with U.S. federal, U.S. state and foreign tax laws. |
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 ordinary shares outstanding during the period, excluding ordinary shares subject to forfeiture by the Sponsor. Weighted average shares were reduced for the effect of an aggregate of 562,500 |
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 sheet, 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 pronouncements, if currently adopted, would have a material effect on the Company’s financial statements. |
Subsequent Events, Policy [Policy Text Block] | Subsequent events The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued for potential recognition or disclosure. Any material events that occurred between the balance sheet date and the date that the financial statements were issued are disclosed as subsequent events, while the financial statements are adjusted to reflect any conditions that existed at the balance sheet date. Based upon this review, except as discussed elsewhere, the Company did not identify any recognized or non-recognized subsequent events that would have required adjustment or disclosure in the financial statements. |
Description of Organization a15
Description of Organization and Business Operations (Details Textual) - USD ($) | 1 Months Ended | |
May. 26, 2015 | Mar. 31, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Line Items] | ||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.01 | |
Deferred Offering Costs | $ 273,375 | |
Subsequent Event [Member] | ||
Organization, Consolidation and Presentation of Financial Statements [Line Items] | ||
Proceeds from Issuance Initial Public Offering | $ 172,500,000 | |
Cash Held Out Of Trust Account | 1,130,665 | |
Expense Related to Distribution or Servicing and Underwriting Fees | 4,312,500 | |
Deferred Offering Costs | 6,037,500 | |
Other Ownership Interests, Offering Costs | $ 10,960,590 | |
Entity Incorporation, Date of Incorporation | Jan. 28, 2015 | |
Subsequent Event [Member] | Private Placement Warrants [Member] | ||
Organization, Consolidation and Presentation of Financial Statements [Line Items] | ||
Stock and Warrants Issued During Period, Value, Preferred Stock and Warrants | $ 6,062,500 | |
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 1 | |
Proceeds from Issuance of Warrants | $ 6,062,500 | |
IPO [Member] | ||
Organization, Consolidation and Presentation of Financial Statements [Line Items] | ||
Common Units Issued Price Per Share | $ 10 | |
IPO [Member] | Subsequent Event [Member] | ||
Organization, Consolidation and Presentation of Financial Statements [Line Items] | ||
Common Units Issued Price Per Share | $ 10 | |
Common Units Issued In Initial Public Offering | 17,250,000 | |
Other Ownership Interests, Offering Costs | $ 610,590 | |
Over-Allotment Option [Member] | ||
Organization, Consolidation and Presentation of Financial Statements [Line Items] | ||
Common Units Issued In Initial Public Offering | 2,250,000 | |
Over-Allotment Option [Member] | Subsequent Event [Member] | ||
Organization, Consolidation and Presentation of Financial Statements [Line Items] | ||
Common Units Issued In Initial Public Offering | 2,250,000 |
Summary of Significant Accoun16
Summary of Significant Accounting Policies (Details Textual) - USD ($) | May. 26, 2015 | Mar. 31, 2015 |
Significant Accounting Policies Disclosure [Line Items] | ||
Cash, FDIC Insured Amount | $ 250,000 | |
Common Stock, Other Shares, Outstanding | 562,500 | |
Subsequent Event [Member] | ||
Significant Accounting Policies Disclosure [Line Items] | ||
Other Ownership Interests, Offering Costs | $ 10,960,590 |
Initial Public Offering (Detail
Initial Public Offering (Details Textual) - $ / shares | May. 26, 2015 | Mar. 31, 2015 |
Initial Public Offering [Line Items] | ||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.01 | |
IPO [Member] | ||
Initial Public Offering [Line Items] | ||
Common Stock Units Issued | 15,000,000 | |
Common Stock Units Issued Price Per Share | $ 10 | |
Common Units Issued Price Per Share | $ 10 | |
IPO [Member] | Subsequent Event [Member] | ||
Initial Public Offering [Line Items] | ||
Common Units Issued In Initial Public Offering | 17,250,000 | |
Common Units Issued Price Per Share | $ 10 | |
Over-Allotment Option [Member] | ||
Initial Public Offering [Line Items] | ||
Common Units Issued In Initial Public Offering | 2,250,000 | |
Over-Allotment Option [Member] | Subsequent Event [Member] | ||
Initial Public Offering [Line Items] | ||
Common Units Issued In Initial Public Offering | 2,250,000 | |
Underwriters [Member] | ||
Initial Public Offering [Line Items] | ||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 11.50 |
Private Placement (Details Text
Private Placement (Details Textual) - Mar. 31, 2015 - $ / shares | Total |
Private Placement [Line Items] | |
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.01 |
Private Placement [Member] | |
Private Placement [Line Items] | |
Shares, Issued | 6,062,500 |
Shares Issued, Price Per Share | $ 1 |
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 11.50 |
Related Party Transactions (Det
Related Party Transactions (Details Textual) - USD ($) | 2 Months Ended | |||
Mar. 31, 2015 | May. 26, 2015 | Mar. 02, 2015 | ||
Related Party Transaction [Line Items] | ||||
Common Stock, Shares, Issued | 4,312,500 | |||
Common Stock, Value, Issued | [1] | $ 431 | ||
Notes Payable, Related Parties, Current | 100,000 | |||
Due to Other Related Parties, Classified, Current | 16,321 | |||
Working Capital Loan | $ 1,000,000 | |||
Sale of Stock, Price Per Share | $ 18 | |||
Business Acquisition, Planned Restructuring Activities, Description | for any 20 trading days within any 30-trading day period commencing at least 150 days after a Business Combination | |||
Maximum [Member] | ||||
Related Party Transaction [Line Items] | ||||
Sale of Stock, Price Per Share | $ 12 | |||
Subsequent Event [Member] | ||||
Related Party Transaction [Line Items] | ||||
Due to Other Related Parties, Classified, Current | $ 70,000 | |||
Warrant [Member] | ||||
Related Party Transaction [Line Items] | ||||
Debt Instrument, Convertible, Conversion Price | $ 1 | |||
Underwriters [Member] | ||||
Related Party Transaction [Line Items] | ||||
Shares, Issued | 2,250,000 | 2,250,000 | ||
Underwriters [Member] | Subsequent Event [Member] | ||||
Related Party Transaction [Line Items] | ||||
Shares, Issued | 2,250,000 | |||
GPIAC, LLC [Member] | ||||
Related Party Transaction [Line Items] | ||||
Common Stock, Shares, Issued | 4,312,500 | |||
Common Stock, Value, Issued | $ 25,000 | |||
Founder [Member] | ||||
Related Party Transaction [Line Items] | ||||
Treasury Stock, Shares | 562,500 | |||
[1] | Includes an aggregate of 562,500 shares held by the initial shareholders that were subject to forfeiture to the extent that the underwriter's over-allotment was not exercised in full (see Notes 5 and 7). |
Commitments and Contingencies (
Commitments and Contingencies (Details Textual) - USD ($) | 1 Months Ended | ||
May. 26, 2015 | May. 19, 2015 | Mar. 31, 2015 | |
Subsequent Event [Member] | |||
Commitments And Contingencies [Line Items] | |||
Underwriters Discount Percentage | 6.00% | ||
Underwriters Deferred Discount Amount | $ 6,037,500 | ||
General and Administrative Expense | $ 10,000 | ||
Payments To Underwriters In Cash | $ 4,312,500 | ||
Minimum [Member] | Subsequent Event [Member] | |||
Commitments And Contingencies [Line Items] | |||
Underwriters Discount Percentage | 2.50% | ||
Maximum [Member] | Subsequent Event [Member] | |||
Commitments And Contingencies [Line Items] | |||
Underwriters Discount Percentage | 3.50% | ||
Over-Allotment Option [Member] | |||
Commitments And Contingencies [Line Items] | |||
Purchase Price Per Share | $ 10 | ||
Underwriters [Member] | |||
Commitments And Contingencies [Line Items] | |||
Shares, Issued | 2,250,000 | 2,250,000 | |
Underwriters [Member] | Subsequent Event [Member] | |||
Commitments And Contingencies [Line Items] | |||
Shares, Issued | 2,250,000 |
Shareholders' Equity (Details T
Shareholders' Equity (Details Textual) - $ / shares | May. 07, 2015 | Mar. 31, 2015 |
Class of Stock [Line Items] | ||
Preferred Stock, Shares Authorized | 20,000,000 | |
Preferred Stock, Par or Stated Value Per Share | $ 0.0001 | |
Common Stock, Shares Authorized | 400,000,000 | |
Common Stock, Par or Stated Value Per Share | $ 0.0001 | |
Common Stock, Shares, Issued | 4,312,500 | |
Equity Method Investment, Ownership Percentage | 20.00% | |
Common Stock, Shares, Outstanding | 4,312,500 | |
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.01 | |
Sale of Stock, Price Per Share | $ 18 | |
Founder [Member] | ||
Class of Stock [Line Items] | ||
Treasury Stock, Shares | 562,500 | |
Subsequent Event [Member] | ||
Class of Stock [Line Items] | ||
Common Stock, Par or Stated Value Per Share | $ 0.0001 | |
Underwriters [Member] | ||
Class of Stock [Line Items] | ||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 11.50 | |
Over-Allotment Option [Member] | ||
Class of Stock [Line Items] | ||
Common Stock, Shares, Issued | 2,250,000 | |
Scenario, Previously Reported [Member] | Subsequent Event [Member] | ||
Class of Stock [Line Items] | ||
Common Stock, Shares Authorized | 100,000,000 | |
Restatement Adjustment [Member] | Subsequent Event [Member] | ||
Class of Stock [Line Items] | ||
Common Stock, Shares Authorized | 400,000,000 |