Rimini Street (RMNI) 10-Q 15 Nov 16 2016 Q3 Quarterly report Financial data

Document And Entity Information

Document And Entity Information - shares	9 Months Ended
	Sep. 30, 2016	Nov. 10, 2016
Document Information [Line Items]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Sep. 30, 2016
Document Fiscal Year Focus	2,016
Document Fiscal Period Focus	Q3
Entity Registrant Name	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

Condensed Balance Sheets

Condensed Balance Sheets - USD ($)	Sep. 30, 2016	Dec. 31, 2015
Current Assets
Cash and cash equivalents	$ 2,470	$ 967,449
Prepaid expenses	233,917	7,951
Total Current Assets	236,387	975,400
Cash and marketable securities held in Trust Account	172,972,482	172,578,252
TOTAL ASSETS	173,208,869	173,553,652
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities - Accounts payable and accrued expenses	379,743	19,968
Deferred underwriting fees	6,037,500	6,037,500
Promissory note - related party	1,192,636	0
Total Liabilities	7,609,879	6,057,468
Commitments and Contingencies
Ordinary shares subject to possible redemption, 16,016,030 and 16,242,250 shares at redemption value as of September 30, 2016 and December 31, 2015, respectively	160,598,989	162,496,183
Shareholders' Equity
Preferred shares, $0.0001 par value; 20,000,000 authorized, none issued and outstanding	0	0
Ordinary shares, $0.0001 par value; 400,000,000 shares authorized; 5,546,470 and 5,320,250 shares issued and outstanding (excluding 16,016,030 and 16,242,250 shares subject to possible redemption) as of September 30, 2016 and December 31, 2015, respectively	554	532
Additional paid-in capital	7,027,367	5,130,195
Accumulated deficit	(2,027,920)	(130,726)
Total Shareholders' Equity	5,000,001	5,000,001
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY	$ 173,208,869	$ 173,553,652

Condensed Balance Sheets _Paren

Condensed Balance Sheets [Parenthetical] - $ / shares	Sep. 30, 2016	Dec. 31, 2015
Preferred Stock, Par or Stated Value Per Share (in dollars per share)	$ 0.0001	$ 0.0001
Preferred Stock, Shares Authorized	20,000,000	20,000,000
Preferred Stock, Shares Issued	0	0
Preferred Stock, Shares Outstanding	0	0
Common Stock, Par or Stated Value Per Share (in dollars per share)	$ 0.0001	$ 0.0001
Common Stock, Shares Authorized	400,000,000	400,000,000
Common Stock, Shares, Issued	5,546,470	5,320,250
Common Stock, Shares, Outstanding	5,546,470	5,320,250
Common Stock, Other Shares, Outstanding	16,016,030	16,242,250

Condensed Statements of Operati

Condensed Statements of Operations - USD ($)		3 Months Ended		8 Months Ended	9 Months Ended
		Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2015	Sep. 30, 2016
Operating costs		$ 402,948	$ 81,162	$ 123,764	$ 2,291,424
Loss from operations		(402,948)	(81,162)	(123,764)	(2,291,424)
Other income:
Interest income		55,234	29,335	64,566	393,573
Unrealized gain on marketable securities held in Trust Account		657	0	0	657
Net Loss		$ (347,057)	$ (51,827)	$ (59,198)	$ (1,897,194)
Weighted average shares outstanding, basic and diluted	[1]	5,506,671	5,303,868	4,555,028	5,417,696
Basic and diluted net loss per common share		$ (0.06)	$ (0.01)	$ (0.01)	$ (0.35)
[1]	Excludes an aggregate of up to 16,016,030 and 16,250,688 shares subject to redemption at September 30, 2016 and 2015, respectively.

Condensed Statements of Operat5

Condensed Statements of Operations [Parenthetical] - shares	Sep. 30, 2016	Dec. 31, 2015	Sep. 30, 2015
Common Stock, Other Shares, Outstanding	16,016,030	16,242,250	16,250,688

Condensed Statements of Cash Fl

Condensed Statements of Cash Flows - USD ($)	8 Months Ended	9 Months Ended
	Sep. 30, 2015	Sep. 30, 2016
Cash Flows from Operating Activities:
Net loss	$ (59,198)	$ (1,897,194)
Adjustments to reconcile net loss to net cash used in operating activities:
Interest earned on marketable securities held in Trust Account	(64,566)	(393,573)
Unrealized gain on securities held in Trust Account	0	(657)
Changes in operating assets and liabilities:
Prepaid expenses	(15,312)	(225,966)
Accounts payable and accrued expenses	20,329	359,775
Net cash used in operating activities	(118,747)	(2,157,615)
Cash Flows from Investing Activities:
Investment of cash and marketable securities held in trust	(172,500,000)	0
Net cash used in investing activities	(172,500,000)	0
Cash Flows from Financing Activities:
Proceeds from issuance of ordinary shares to initial shareholders	25,000	0
Proceeds from sale of Units, net of underwriting discounts paid	146,250,000	0
Proceeds from sale of Private Placement Warrants	6,062,500	0
Proceeds from sale of over-allotment Units, net of underwriting discounts paid	21,937,500	0
Payment of offering costs	(525,590)	0
Proceeds from related party advances	1,321	0
Payments of related party advances	(86,321)	0
Proceeds from related party promissory notes	100,000	1,192,636
Repayment of related party promissory notes	(100,000)	0
Net cash provided by financing activities	173,664,410	1,192,636
Net Change in Cash and Cash Equivalents	1,045,663	(964,979)
Cash and Cash Equivalents - Beginning	0	967,449
Cash and Cash Equivalents - Ending	1,045,663	2,470
Non-cash investing and financing activities:
Change in value of ordinary shares subject to possible redemption	49,849	1,897,194
Initial classification of ordinary shares subject to possible redemption	162,617,560	0
Deferred underwriting fees	6,037,500	0
Payment of offering costs and operational costs pursuant to related party advances	$ 85,000	$ 0

DESCRIPTION OF ORGANIZATION AND

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS	9 Months Ended
	Sep. 30, 2016
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Organization, Consolidation and Presentation of Financial Statements Disclosure [Text Block]	GP Investments Acquisition Corp. (the “Company”) is a blank check company incorporated in the Cayman Islands on January 28, 2015 At September 30, 2016, the Company had not yet commenced operations. All activity through September 30, 2016 related to the Company’s formation, its Initial Public Offering (as defined below), which is described below, and identifying and evaluating a target company for a Business Combination and activities in connection with the announced and subsequently terminated proposed acquisition of WKI Holding Company, Inc. (“WKI”) described in Note 9. 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 2,470 Following the closing of the Initial Public Offering, an amount of $172,500,000 ($ 10.00 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 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, 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 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. The Company has principally financed its operations from inception using proceeds from the sale of its equity securities to its initial shareholders and proceeds from the Initial Public Offering. As of September 30, 2016, the Company had $2,470 in its operating account. Interest earned on the Trust Account balance through September 30, 2016 available to be released to the Company for the payment of income tax obligations amounted to approximately $ 472,000 500,000 $ 1,900,000 1,192,636

SUMMARY OF SIGNIFICANT ACCOUNTI

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	9 Months Ended
	Sep. 30, 2016
Accounting Policies [Abstract]
Significant Accounting Policies [Text Block]	NOTE 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 Annual Report on Form 10-K for the year ended December 31, 2015 as filed with the SEC, which contains the audited financial statements and notes thereto. The financial information as of December 31, 2015 is derived from the audited financial statements presented in the Company's Annual Report on Form 10-K for the year ended December 31, 2015. The interim results for the nine months ended September 30, 2016 are not necessarily indicative of the results to be expected for the year ending December 31, 2016 or for any future interim periods. The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, 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 accounting 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 September 30, 2016 and December 31, 2015. The amounts held in the Trust Account represent substantially all of the proceeds of the Initial Public Offering and are classified as restricted assets since such amounts can only be used by the Company in connection with the consummation of a Business Combination. As of September 30, 2016, cash and marketable securities held in the Trust Account consisted of $ 172,972,482 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 September 30, 2016 and December 31, 2015, the ordinary shares subject to possible redemption are presented as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheet. 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 September 30, 2016, there were no amounts accrued for interest and penalties. There were no unrecognized tax benefits as of September 30, 2016. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position over the next twelve months. The Company may be subject to potential 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 September 30, 2016 and 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. The Company has not considered the effect of warrants to purchase 14,687,500 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 sheets, 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	9 Months Ended
	Sep. 30, 2016
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	9 Months Ended
	Sep. 30, 2016
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	9 Months Ended
	Sep. 30, 2016
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 Agreement Commencing on May 19, 2015, the Company has agreed to pay an affiliate of the Sponsor a monthly fee of $ 10,000 30,000 90,000 50,000 30,000 Related Party Loans In May 2016, the Sponsor committed to provide loans to the Company up to an aggregate of $ 500,000 1,900,000 1,192,636 Other than as described above, 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 additional 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	9 Months Ended
	Sep. 30, 2016
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies Disclosure [Text Block]	NOTE 6. COMMITMENTS AND CONTINGENCIES Contingent Transaction Fee Arrangements The Company has entered into fee arrangements with certain service providers and advisors pursuant to which certain fees incurred by the Company in connection with a potential Business Combination will be deferred and become payable only if the Company consummates such potential Business Combination. If the potential Business Combination does not occur, the Company will not be required to pay these contingent fees. As of September 30, 2016, the amount of these contingent fees was approximately $ 3,943,000 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, if any. 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 (as defined in the registration rights agreement). The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement 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	9 Months Ended
	Sep. 30, 2016
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 - The Company is authorized to issue up to 400,000,000 0.0001 5,546,470 16,016,030 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.

FAIR VALUE MEASUREMENTS

FAIR VALUE MEASUREMENTS	9 Months Ended
	Sep. 30, 2016
Fair Value Disclosures [Abstract]
Fair Value Disclosures [Text Block]	NOTE 8. FAIR VALUE MEASUREMENTS The Company follows the guidance in ASC 820 for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually. The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability. Description Level September 30, December 31, Assets: Cash and marketable securities held in Trust Account 1 $ 172,972,482 $ 172,578,252

SUBSEQUENT EVENTS

SUBSEQUENT EVENTS	9 Months Ended
	Sep. 30, 2016
Subsequent Events [Abstract]
Subsequent Events [Text Block]	NOTE 9. 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. Other than as described below, the Company did not identify subsequent events that would have required adjustment to or disclosure in the financial statements. In November 2016, the Company amended its previous commitment such that the Sponsor has committed to provide loans to the Company up to a total aggregate amount of $ 1,900,000 On April 19, 2016, the Company entered into an Agreement and Plan of Merger (as amended on July 28, 2016, the “Merger Agreement”), by and among the Company, Let’s Go Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of the Company, WKI, and, solely in its capacity as the initial Holder Representative thereunder, WKI Group, LLC, a Delaware limited liability company. Pursuant to the Merger Agreement, the Company agreed to acquire all of the outstanding capital stock of WKI, the parent company of World Kitchen, LLC, a leading multinational manufacturer and marketer of houseware products. On November 11, 2016, the parties terminated the Merger Agreement, effective November 11, 2016.

SUMMARY OF SIGNIFICANT ACCOUN16

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	9 Months Ended
	Sep. 30, 2016
Accounting Policies [Abstract]
Basis of Accounting, Policy [Policy Text Block]	Basis of presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 10 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a comprehensive presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed financial statements should be read in conjunction with the Company's Annual Report on Form 10-K for the year ended December 31, 2015 as filed with the SEC, which contains the audited financial statements and notes thereto. The financial information as of December 31, 2015 is derived from the audited financial statements presented in the Company's Annual Report on Form 10-K for the year ended December 31, 2015. The interim results for the nine months ended September 30, 2016 are not necessarily indicative of the results to be expected for the year ending December 31, 2016 or for any future interim periods.
Emerging Growth Company [Policy Text Block]	Emerging growth company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, 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 accounting 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 September 30, 2016 and December 31, 2015.
Cash Held in Trust Account [Policy Text Block]	Cash and marketable securities held in Trust Account The amounts held in the Trust Account represent substantially all of the proceeds of the Initial Public Offering and are classified as restricted assets since such amounts can only be used by the Company in connection with the consummation of a Business Combination. As of September 30, 2016, cash and marketable securities held in the Trust Account consisted of $ 172,972,482
Shares Subject to Mandatory Redemption, Changes in Redemption Value, Policy [Policy Text Block]	Ordinary shares 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 September 30, 2016 and December 31, 2015, the ordinary shares subject to possible redemption are presented as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheet.
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 September 30, 2016, there were no amounts accrued for interest and penalties. There were no unrecognized tax benefits as of September 30, 2016. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position over the next twelve months. The Company may be subject to potential 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 September 30, 2016 and 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. The Company has not considered the effect of warrants to purchase 14,687,500
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 sheets, primarily due to their short-term nature.
New Accounting Pronouncements, Policy [Policy Text Block]	Recent Accounting Pronouncements Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements.

FAIR VALUE MEASUREMENTS (Tables

FAIR VALUE MEASUREMENTS (Tables)	9 Months Ended
	Sep. 30, 2016
Fair Value Disclosures [Abstract]
Fair Value, Assets Measured on Recurring Basis [Table Text Block]	The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at September 30, 2016 and December 31, 2015, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description Level September 30, December 31, Assets: Cash and marketable securities held in Trust Account 1 $ 172,972,482 $ 172,578,252

DESCRIPTION OF ORGANIZATION A18

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS (Details Textual) - USD ($)	1 Months Ended	8 Months Ended	9 Months Ended
	May 26, 2015	Sep. 30, 2015	Sep. 30, 2016	Nov. 14, 2016	May 31, 2016	Dec. 31, 2015	Jan. 27, 2015
Organization, Consolidation and Presentation of Financial Statements [Line Items]
Proceeds from Issuance of Warrants		$ 6,062,500	$ 0
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
Entity Incorporation, Date of Incorporation			Jan. 28, 2015
Cash and Cash Equivalents, at Carrying Value, Total		$ 1,045,663	$ 2,470			$ 967,449	$ 0
Reduction Of Intangible assets Due To Redemption			5,000,001
Interest On Dissolution Expenses			100,000
Interest Income, Other			472,000
Debt Instrument, Face Amount					$ 500,000
Notes Payable, Related Parties, Noncurrent			$ 1,192,636			$ 0
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
Subsequent Event [Member]
Organization, Consolidation and Presentation of Financial Statements [Line Items]
Debt Instrument, Face Amount				$ 1,900,000
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 ACCOUN19

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Textual)	9 Months Ended
	Sep. 30, 2016USD ($)shares
Significant Accounting Policies Disclosure [Line Items]
Cash, FDIC Insured Amount	$ 250,000
Assets Held-in-trust, Current	$ 172,972,482
Share-based Compensation Arrangement by Share-based Payment Award, Options, Forfeitures in Period | shares	14,687,500

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]	Sep. 30, 2016$ / 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 ($)	3 Months Ended		8 Months Ended	9 Months Ended
	Sep. 30, 2016	Sep. 30, 2015	Sep. 30, 2015	Sep. 30, 2016	Nov. 14, 2016	May 31, 2016	Dec. 31, 2015	May 26, 2015	May 19, 2015	Mar. 02, 2015
Related Party Transaction [Line Items]
Common Stock, Shares, Issued	5,546,470			5,546,470			5,320,250
Common Stock, Value, Issued	$ 554			$ 554			$ 532
Working Capital Loan	1,000,000			1,000,000
Due to Affiliate, Current	30,000			30,000					$ 10,000
Administrative Fees Expense	30,000	$ 30,000	$ 50,000	90,000
Debt Instrument, Face Amount						$ 500,000
Notes Payable, Related Parties, Noncurrent	$ 1,192,636			$ 1,192,636			$ 0
Subsequent Event [Member]
Related Party Transaction [Line Items]
Debt Instrument, Face Amount					$ 1,900,000
Warrant [Member]
Related Party Transaction [Line Items]
Debt Instrument, Convertible, Conversion Price	$ 1			$ 1
Underwriters [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

COMMITMENTS AND CONTINGENCIES (

COMMITMENTS AND CONTINGENCIES (Details Textual) - USD ($)	1 Months Ended
	May 26, 2015	Sep. 30, 2016
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
Contingent Transaction Fee Amount		$ 3,943,000
Minimum [Member]
Commitments And Contingencies [Line Items]
Underwriters Discount Percentage	2.50%
Maximum [Member]
Commitments And Contingencies [Line Items]
Underwriters Discount Percentage	3.50%

SHAREHOLDERS' EQUITY (Details T

SHAREHOLDERS' EQUITY (Details Textual) - $ / shares	Sep. 30, 2016	Dec. 31, 2015	Sep. 30, 2015
Class of Stock [Line Items]
Preferred Stock, Shares Authorized	20,000,000	20,000,000
Preferred Stock, Par or Stated Value Per Share	$ 0.0001	$ 0.0001
Common Stock, Shares Authorized	400,000,000	400,000,000
Common Stock, Par or Stated Value Per Share	$ 0.0001	$ 0.0001
Common Stock, Shares, Issued	5,546,470	5,320,250
Common Stock, Other Shares, Outstanding	16,016,030	16,242,250	16,250,688

FAIR VALUE MEASUREMENTS (Detail

FAIR VALUE MEASUREMENTS (Details) - USD ($)	Sep. 30, 2016	Dec. 31, 2015
Assets:
Cash and marketable securities held in Trust Account	$ 172,972,482	$ 172,578,252
Fair Value, Inputs, Level 1 [Member]
Assets:
Cash and marketable securities held in Trust Account	$ 172,972,482	$ 172,578,252

SUBSEQUENT EVENTS (Details Text

SUBSEQUENT EVENTS (Details Textual) - USD ($)	Nov. 14, 2016	May 31, 2016
Subsequent Event [Line Items]
Debt Instrument, Face Amount		$ 500,000
Subsequent Event [Member]
Subsequent Event [Line Items]
Debt Instrument, Face Amount	$ 1,900,000