Document And Entity Information
Document And Entity Information - USD ($) | 11 Months Ended | |
Dec. 31, 2015 | Mar. 18, 2016 | |
Document Information [Line Items] | ||
Document Type | 10-K | |
Amendment Flag | false | |
Document Period End Date | Dec. 31, 2015 | |
Document Fiscal Year Focus | 2,015 | |
Document Fiscal Period Focus | FY | |
Entity Registrant Name | GP Investments Acquisition Corp. | |
Entity Central Index Key | 1,635,282 | |
Current Fiscal Year End Date | --12-31 | |
Entity Well-known Seasoned Issuer | No | |
Entity Voluntary Filers | No | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Public Float | $ 165,772,500 | |
Trading Symbol | GPIAU | |
Entity Common Stock, Shares Outstanding | 21,562,500 |
Balance Sheet
Balance Sheet | Dec. 31, 2015USD ($) |
Current Assets | |
Cash and cash equivalents | $ 967,449 |
Prepaid expenses | 7,951 |
Total Current Assets | 975,400 |
Cash and securities held in Trust Account | 172,578,252 |
TOTAL ASSETS | 173,553,652 |
LIABILITIES AND SHAREHOLDERS' EQUITY | |
Current liability - Accounts payable and accrued expenses | 19,968 |
Deferred underwriting fees | 6,037,500 |
Total Liabilities | $ 6,057,468 |
Commitments | |
Ordinary shares subject to possible redemption, 16,250,688 shares at redemption value | $ 162,496,183 |
Shareholders' Equity | |
Preferred shares, $0.0001 par value; 20,000,000 authorized, none issued and outstanding | 0 |
Ordinary shares, $0.0001 par value; 400,000,000 shares authorized; 5,320,250 shares issued and outstanding (excluding 16,242,250 shares subject to possible redemption) | 532 |
Additional paid-in capital | 5,130,195 |
Accumulated deficit | (130,726) |
Total Shareholders' Equity | 5,000,001 |
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY | $ 173,553,652 |
Balance Sheet _Parenthetical_
Balance Sheet [Parenthetical] | Dec. 31, 2015$ / sharesshares |
Preferred Stock, Par or Stated Value Per Share (in dollars per share) | $ / shares | $ 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) | $ / shares | $ 0.0001 |
Common Stock, Shares Authorized | 400,000,000 |
Common Stock, Shares, Issued | 5,320,250 |
Common Stock, Shares, Outstanding | 5,320,250 |
Common Stock, Other Shares, Outstanding | 16,242,250 |
Statement of Operations
Statement of Operations | 11 Months Ended |
Dec. 31, 2015USD ($)$ / sharesshares | |
Operating costs | $ 208,978 |
Loss from operations | (208,978) |
Other income: | |
Interest income | 78,252 |
Net Loss | $ (130,726) |
Weighted average shares outstanding, basic and diluted (in shares) | shares | 4,761,628 |
Basic and diluted net loss per common share (in dollars per share) | $ / shares | $ (0.03) |
Statement of Changes in Shareho
Statement of Changes in Shareholders' Equity - 11 months ended Dec. 31, 2015 - USD ($) | Total | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] |
Balance at Jan. 27, 2015 | $ 0 | $ 0 | $ 0 | $ 0 |
Balance (in shares) at Jan. 27, 2015 | 0 | |||
Ordinary shares issued to initial shareholder | 25,000 | $ 431 | 24,569 | 0 |
Ordinary shares issued to initial shareholder (in shares) | 4,312,500 | |||
Sale of 15,000,000 Units, net of underwriters discount and offering expenses | $ 140,389,410 | $ 1,500 | 140,387,910 | 0 |
Sale of 15,000,000 Units, net of underwriters discount and offering expenses (in shares) | 15,000,000 | 15,000,000 | ||
Sale of 2,250,000 over-allotment Units to underwriters, net of underwriters discount | $ 21,150,000 | $ 225 | 21,149,775 | 0 |
Sale of 2,250,000 over-allotment Units to underwriters, net of underwriters discount (in shares) | 2,250,000 | 2,250,000 | ||
Sale of 6,062,500 Private Placement Warrants | $ 6,062,500 | $ 0 | 6,062,500 | 0 |
Ordinary shares subject to redemption | (162,496,183) | $ (1,624) | (162,494,559) | 0 |
Ordinary shares subject to redemption (in shares) | (16,242,250) | |||
Net loss | (130,726) | $ 0 | 0 | (130,726) |
Balance at Dec. 31, 2015 | $ 5,000,001 | $ 532 | $ 5,130,195 | $ (130,726) |
Balance (in shares) at Dec. 31, 2015 | 5,320,250 |
Statement of Changes in Shareh6
Statement of Changes in Shareholders' Equity (Parenthetical) | 11 Months Ended |
Dec. 31, 2015shares | |
Sale Of Ordinary Shares Net Of Underwriters Discount And Offering Expenses | 15,000,000 |
Sale Of Ordinary Shares Over Allotment Units Shares To Underwriters Net Of Underwriters Discount | 2,250,000 |
Stock Issued During Period Shares Private Placement Warrants | 6,062,500 |
Statement of Cash Flows
Statement of Cash Flows | 11 Months Ended |
Dec. 31, 2015USD ($) | |
Cash Flows from Operating Activities: | |
Net loss | $ (130,726) |
Adjustments to reconcile net loss to net cash used in operating activities: | |
Interest earned on Trust Account | (78,252) |
Changes in operating assets and liabilities: | |
Prepaid expenses | (7,951) |
Accounts payable and accrued expenses | 19,968 |
Net cash used in operating activities | (196,961) |
Cash Flows from Investing Activities: | |
Investment of cash and securities held in trust | (172,500,000) |
Net cash used in investing activities | (172,500,000) |
Cash Flows from Financing Activities: | |
Proceeds from issuance of ordinary shares to initial shareholder | 25,000 |
Proceeds from sale of Units, net of underwriting discounts paid | 146,250,000 |
Proceeds from sale of Private Placement Warrants | 6,062,500 |
Proceeds from sale of over-allotment Units, net of underwriting discounts paid | 21,937,500 |
Payment of offering costs | (525,590) |
Proceeds from related party advances | 1,321 |
Repayment of related party advances | (86,321) |
Proceeds from related party promissory notes | 100,000 |
Repayment of related party promissory notes | (100,000) |
Net cash provided by financing activities | 173,664,410 |
Net Change in Cash and Cash Equivalents | 967,449 |
Cash and Cash Equivalents - Beginning | 0 |
Cash and Cash Equivalents - Ending | 967,449 |
Non-cash investing and financing activities: | |
Payment of offering costs and operational costs pursuant to related party advances | 85,000 |
Deferred underwriting fees | $ 6,037,500 |
DESCRIPTION OF ORGANIZATION AND
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | 11 Months Ended |
Dec. 31, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization, Consolidation and Presentation of Financial Statements Disclosure [Text Block] | NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS GP Investments Acquisition Corp. (the “Company”) is a blank check company incorporated in the Cayman Islands on January 28, 2015 At December 31, 2015, the Company had not yet commenced operations. All activity through December 31, 2015 related to the Company’s formation, its Initial Public Offering (as defined below), which is described below, and identifying a target company for a Business Combination. The registration statement for the Company’s initial public offering (the “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 6,037,500 610,590 967,449 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 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 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 | 11 Months Ended |
Dec. 31, 2015 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies [Text Block] | NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules of the Securities and Exchange Commission (“SEC”). 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 shareholder 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 December 31, 2015. At December 31, 2015, the assets held in the Trust Account were held in cash and U.S. Treasury Bills and are classified as trading securities. The Company accounts for its ordinary shares subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Ordinary shares subject to mandatory redemption (if any) are classified as a liability instrument and are measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature 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) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. The Company’s ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at December 31, 2015, the ordinary shares subject to possible redemption in the amount of $ 162,496,183 16,242,250 Offering costs consist principally of legal, accounting and underwriting costs 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 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 December 31, 2015, there were no amounts accrued for interest and penalties. There were no unrecognized tax benefits as of December 31, 2015. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position over the next twelve months. The Company may be subject to potential 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. Ordinary shares subject to possible redemption at December 31, 2015 have been excluded from the calculation of basic loss per share since such shares, if redeemed, only participate in their pro rata share of the Trust Account earnings. At December 31, 2015, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company. The Company has not considered the effect of warrants to purchase ordinary shares in the calculation of diluted loss per share, since the exercise of the warrants 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. 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” (“ASC 820”), 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. |
INITIAL PUBLIC OFFERING
INITIAL PUBLIC OFFERING | 11 Months Ended |
Dec. 31, 2015 | |
Equity [Abstract] | |
Initial Public Offering Disclosure [Text Block] | NOTE 3. INITIAL PUBLIC OFFERING On May 26, 2015, the Company sold 15,000,000 10.00 2,250,000 10.00 11.50 |
PRIVATE PLACEMENT
PRIVATE PLACEMENT | 11 Months Ended |
Dec. 31, 2015 | |
Private Placement [Abstract] | |
Private Placement Disclosure [Text Block] | NOTE 4. 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 | 11 Months Ended |
Dec. 31, 2015 | |
Related Party Transactions [Abstract] | |
Related Party Transactions Disclosure [Text Block] | NOTE 5. RELATED PARTY TRANSACTIONS Founder Shares On March 2, 2015, the Company issued 4,312,500 25,000 562,500 2,250,000 Administrative Services Fee Commencing on May 19, 2015, the Company has agreed to pay an affiliate of the Sponsor a monthly fee of $ 10,000 80,000 10,000 Related Party Advances As of May 26, 2015, the Sponsor advanced an aggregate of $ 86,321 85,000 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
COMMITMENTS | 11 Months Ended |
Dec. 31, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies Disclosure [Text Block] | NOTE 6. COMMITMENTS 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 |
SHAREHOLDERS' EQUITY
SHAREHOLDERS' EQUITY | 11 Months Ended |
Dec. 31, 2015 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity Note Disclosure [Text Block] | NOTE 7. SHAREHOLDERS’ EQUITY Preferred Shares - The Company is authorized to issue 20,000,000 0.0001 Ordinary Shares - On May 7, 2015, the Company filed an Amended and Restated Memorandum and Articles of Association increasing the number of authorized ordinary shares from 100,000,000 400,000,000 0.0001 5,320,250 16,242,250 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. 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. |
INCOME TAX
INCOME TAX | 11 Months Ended |
Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | |
Income Tax Disclosure [Text Block] | NOTE 8. INCOME TAX The domestic and foreign components of loss before income taxes for the period from January 28, 2015 (inception) to December 31, 2015 is as follows: For the Period From January 28, 2015 (inception) to Domestic $ - Foreign (130,726) Loss from operations before income taxes $ (130,726) The Company’s tax provision is zero because the Company is organized in the Cayman Islands with no connection to any other taxable jurisdiction. As such, the Company has no deferred tax assets. The Company is considered to be an exempted Cayman Islands Company, and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. to the Company’s effective tax is as follows: For the Period from January 28, 2015 (inception) to Statutory federal income tax rate 34.0 % Income and expenses not subject to US taxation (34.0) % Income tax provision (benefit) 0.0 % |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 11 Months Ended |
Dec. 31, 2015 | |
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 December 31, Assets: Cash and securities held in Trust Account 1 $ 172,578,252 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 11 Months Ended |
Dec. 31, 2015 | |
Subsequent Events [Abstract] | |
Subsequent Events [Text Block] | NOTE 10. 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 for potential recognition or disclosure. Based upon this review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements. |
SUMMARY OF SIGNIFICANT ACCOUN18
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 11 Months Ended |
Dec. 31, 2015 | |
Accounting Policies [Abstract] | |
Basis of Accounting, Policy [Policy Text Block] | Basis of presentation The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules of the Securities and Exchange Commission (“SEC”). |
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 shareholder 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 December 31, 2015. |
Cash Held in Trust Account [Policy Text Block] | Cash and securities held in Trust Account At December 31, 2015, the assets held in the Trust Account were held in cash and U.S. Treasury Bills and are classified as trading securities. |
Shares Subject to Mandatory Redemption, Changes in Redemption Value, Policy [Policy Text Block] | Ordinary share subject to possible redemption The Company accounts for its ordinary shares subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Ordinary shares subject to mandatory redemption (if any) are classified as a liability instrument and are measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature 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) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. The Company’s ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at December 31, 2015, the ordinary shares subject to possible redemption in the amount of $ 162,496,183 16,242,250 |
Offering Costs [Policy Text Block] | Offering costs Offering costs consist principally of legal, accounting and underwriting costs 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 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 December 31, 2015, there were no amounts accrued for interest and penalties. There were no unrecognized tax benefits as of December 31, 2015. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position over the next twelve months. The Company may be subject to potential 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. Ordinary shares subject to possible redemption at December 31, 2015 have been excluded from the calculation of basic loss per share since such shares, if redeemed, only participate in their pro rata share of the Trust Account earnings. At December 31, 2015, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company. The Company has not considered the effect of warrants to purchase ordinary shares in the calculation of diluted loss per share, since the exercise of the warrants 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. |
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” (“ASC 820”), 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. |
INCOME TAX (Tables)
INCOME TAX (Tables) | 11 Months Ended |
Dec. 31, 2015 | |
Income Tax Disclosure [Abstract] | |
Schedule of Income before Income Tax, Domestic and Foreign [Table Text Block] | The Company’s net deferred tax assets are as follows: For the Period From January 28, 2015 (inception) to Domestic $ - Foreign (130,726) Loss from operations before income taxes $ (130,726) |
Schedule of Effective Income Tax Rate Reconciliation [Table Text Block] | A reconciliation of the to the Company’s effective tax is as follows: For the Period from January 28, 2015 (inception) to Statutory federal income tax rate 34.0 % Income and expenses not subject to US taxation (34.0) % Income tax provision (benefit) 0.0 % |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 11 Months Ended |
Dec. 31, 2015 | |
Fair Value Disclosures [Abstract] | |
Fair Value, Assets Measured on Recurring Basis [Table Text Block] | The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at December 31, 2015 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description Level December 31, Assets: Cash and securities held in Trust Account 1 $ 172,578,252 |
DESCRIPTION OF ORGANIZATION A21
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS (Details Textual) - USD ($) | 1 Months Ended | 11 Months Ended | |
May. 26, 2015 | Dec. 31, 2015 | Jan. 27, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Line Items] | |||
Proceeds from Issuance of Warrants | $ 6,062,500 | ||
Expense Related to Distribution or Servicing and Underwriting Fees | $ 4,312,500 | ||
Deferred Offering Costs | $ 6,037,500 | ||
Common Units Issued In Initial Public Offering | 17,250,000 | ||
Other Ownership Interests, Offering Costs | $ 10,960,590 | $ 10,960,590 | |
Entity Incorporation, Date of Incorporation | Jan. 28, 2015 | ||
Cash and Cash Equivalents, at Carrying Value, Total | $ 967,449 | $ 0 | |
Reduction Of Intangible assets Due To Redemption | 5,000,001 | ||
Interest On Dissolution Expenses | $ 100,000 | ||
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] | |||
Proceeds from Issuance Initial Public Offering | $ 172,500,000 | ||
Common Units Issued Price Per Share | $ 10 | ||
Other Ownership Interests, Offering Costs | $ 610,590 | ||
Over-Allotment Option [Member] | |||
Organization, Consolidation and Presentation of Financial Statements [Line Items] | |||
Common Units Issued Price Per Share | $ 10 | ||
Common Units Issued In Initial Public Offering | 2,250,000 |
SUMMARY OF SIGNIFICANT ACCOUN22
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Textual) - USD ($) | Dec. 31, 2015 | May. 26, 2015 |
Significant Accounting Policies Disclosure [Line Items] | ||
Other Ownership Interests, Offering Costs | $ 10,960,590 | $ 10,960,590 |
Cash, FDIC Insured Amount | $ 250,000 | |
Temporary Equity, Shares Outstanding | 16,242,250 | |
Temporary Equity, Carrying Amount, Attributable to Parent | $ 162,496,183 |
INITIAL PUBLIC OFFERING (Detail
INITIAL PUBLIC OFFERING (Details Textual) | May. 26, 2015$ / sharesshares |
Initial Public Offering [Line Items] | |
Common Units Issued In Initial Public Offering | shares | 17,250,000 |
IPO [Member] | |
Initial Public Offering [Line Items] | |
Common Stock Units Issued | shares | 15,000,000 |
Common Stock Units Issued Price Per Share | $ 10 |
Common Units Issued Price Per Share | $ 10 |
Over-Allotment Option [Member] | |
Initial Public Offering [Line Items] | |
Common Units Issued In Initial Public Offering | shares | 2,250,000 |
Common Units Issued Price Per Share | $ 10 |
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) - Private Placement [Member] | Dec. 31, 2015$ / sharesshares |
Private Placement [Line Items] | |
Shares, Issued | shares | 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 ($) | 11 Months Ended | |||
Dec. 31, 2015 | May. 26, 2015 | May. 19, 2015 | Mar. 02, 2015 | |
Related Party Transaction [Line Items] | ||||
Common Stock, Shares, Issued | 5,320,250 | |||
Common Stock, Value, Issued | $ 532 | |||
Notes Payable, Related Parties, Current | 100,000 | |||
Due to Other Related Parties, Classified, Current | $ 86,321 | |||
Working Capital Loan | 1,000,000 | |||
Due to Affiliate, Current | 10,000 | $ 10,000 | ||
Administrative Fees Expense | $ 80,000 | |||
Management [Member] | ||||
Related Party Transaction [Line Items] | ||||
Due to Other Related Parties, Classified, Current | $ 85,000 | |||
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 | ||
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 |
COMMITMENTS (Details Textual)
COMMITMENTS (Details Textual) - USD ($) | 1 Months Ended | |
May. 26, 2015 | Dec. 31, 2015 | |
Commitments And Contingencies [Line Items] | ||
Underwriters Discount Percentage | 6.00% | |
Underwriters Deferred Discount Amount | $ 6,037,500 | |
Payments To Underwriters In Cash | $ 4,312,500 | |
Minimum [Member] | ||
Commitments And Contingencies [Line Items] | ||
Underwriters Discount Percentage | 2.50% | |
Maximum [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 |
STOCKHOLDERS' EQUITY (Details T
STOCKHOLDERS' EQUITY (Details Textual) - $ / shares | Dec. 31, 2015 | May. 07, 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 | 5,320,250 | |
Common Stock, Other Shares, Outstanding | 16,242,250 | |
Scenario, Previously Reported [Member] | ||
Class of Stock [Line Items] | ||
Common Stock, Shares Authorized | 100,000,000 | |
Restatement Adjustment [Member] | ||
Class of Stock [Line Items] | ||
Common Stock, Shares Authorized | 400,000,000 |
INCOME TAX (Details)
INCOME TAX (Details) | 11 Months Ended |
Dec. 31, 2015USD ($) | |
Domestic | $ 0 |
Foreign | (130,726) |
Loss from operations before income taxes | $ (130,726) |
INCOME TAX (Details 1)
INCOME TAX (Details 1) | 11 Months Ended |
Dec. 31, 2015 | |
Statutory federal income tax rate | 34.00% |
Income and expenses not subject to US taxation | (34.00%) |
Income tax provision (benefit) | 0.00% |
FAIR VALUE MEASUREMENTS (Detail
FAIR VALUE MEASUREMENTS (Details) | Dec. 31, 2015USD ($) |
Assets: | |
Cash and securities held in Trust Account | $ 172,578,252 |
Fair Value, Inputs, Level 1 [Member] | |
Assets: | |
Cash and securities held in Trust Account | $ 172,578,252 |