Document And Entity Information
Document And Entity Information - shares | 6 Months Ended | |
Jun. 30, 2017 | Jul. 25, 2017 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Jun. 30, 2017 | |
Document Fiscal Year Focus | 2,017 | |
Document Fiscal Period Focus | Q2 | |
Entity Registrant Name | GP Investments Acquisition Corp. | |
Entity Central Index Key | 1,635,282 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Accelerated Filer | |
Trading Symbol | GPIAU | |
Entity Common Stock, Shares Outstanding | 20,009,776 |
Condensed Balance Sheets
Condensed Balance Sheets - USD ($) | Jun. 30, 2017 | Dec. 31, 2016 |
Current Assets | ||
Cash and cash equivalents | $ 1,551 | $ 1,551 |
Prepaid expenses | 241,000 | 217,668 |
Total Current Assets | 242,551 | 219,219 |
Cash and marketable securities held in Trust Account | 157,897,989 | 173,051,990 |
TOTAL ASSETS | 158,140,540 | 173,271,209 |
Current Liabilities | ||
Accounts payable and accrued expenses | 125,000 | 63,009 |
Advances from related party | 0 | 635,681 |
Total Current Liabilities | 125,000 | 698,690 |
Deferred underwriting fees | 6,037,500 | 6,037,500 |
Promissory note - related party | 2,980,631 | 1,900,000 |
Total Liabilities | 9,143,131 | 8,636,190 |
Commitments and Contingencies | ||
Ordinary shares subject to possible redemption, 14,315,363 and 15,912,582 shares at redemption value as of June 30, 2017 and December 31, 2016, respectively | 143,997,408 | 159,635,018 |
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; 5,694,413 and 5,649,918 shares issued and outstanding (excluding 14,315,363 and 15,912,582 shares subject to possible redemption) as of June 30, 2017 and December 31, 2016, respectively | 569 | 565 |
Additional paid-in capital | 8,020,737 | 7,991,327 |
Accumulated deficit | (3,021,305) | (2,991,891) |
Total Shareholders' Equity | 5,000,001 | 5,000,001 |
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY | $ 158,140,540 | $ 173,271,209 |
Condensed Balance Sheets _Paren
Condensed Balance Sheets [Parenthetical] - $ / shares | Jun. 30, 2017 | Dec. 31, 2016 | Jun. 30, 2016 |
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 | 5,694,413 | 5,649,918 | |
Common Stock, Shares, Outstanding | 5,694,413 | 5,649,918 | |
Common Stock, Other Shares, Outstanding | 14,315,363 | 15,912,582 | 16,055,829 |
Condensed Statements of Operati
Condensed Statements of Operations - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | ||
Operating costs | $ 304,223 | $ 821,564 | $ 483,609 | $ 1,888,476 | |
Loss from operations | (304,223) | (821,564) | (483,609) | (1,888,476) | |
Other income: | |||||
Interest income | 251,336 | 177,112 | 451,511 | 338,339 | |
Unrealized gain (loss) on marketable securities held in Trust Account | 27,744 | (103,291) | 2,684 | 0 | |
Net Loss | $ (25,143) | $ (747,743) | $ (29,414) | $ (1,550,137) | |
Weighted average shares outstanding, basic and diluted | [1] | 5,666,429 | 5,425,188 | 5,658,219 | 5,372,719 |
Basic and diluted net loss per common share | $ 0 | $ (0.14) | $ (0.01) | $ (0.29) | |
[1] | Excludes an aggregate of up to 14,315,363 and 16,055,829 shares subject to redemption at June 30, 2017 and 2016, respectively. |
Condensed Statements of Operat5
Condensed Statements of Operations [Parenthetical] - shares | Jun. 30, 2017 | Dec. 31, 2016 | Jun. 30, 2016 |
Common Stock, Other Shares, Outstanding | 14,315,363 | 15,912,582 | 16,055,829 |
Condensed Statements of Cash Fl
Condensed Statements of Cash Flows - USD ($) | 6 Months Ended | |
Jun. 30, 2017 | Jun. 30, 2016 | |
Cash Flows from Operating Activities: | ||
Net loss | $ (29,414) | $ (1,550,137) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Interest earned on marketable securities held in Trust Account | (451,511) | (338,339) |
Unrealized gain on marketable securities held in Trust Account | (2,684) | 0 |
Changes in operating assets and liabilities: | ||
Prepaid expenses | (23,332) | (255,966) |
Accounts payable and accrued expenses | 61,991 | 921,270 |
Net cash used in operating activities | (444,950) | (1,223,172) |
Cash Flows from Investing Activities: | ||
Cash withdrawn from Trust Account | 15,608,196 | 0 |
Net cash provided by investing activities | 15,608,196 | 0 |
Cash Flows from Financing Activities: | ||
Proceeds from related party promissory notes | 444,950 | 388,047 |
Redemption of ordinary shares | (15,608,196) | 0 |
Net cash (used in) provided by financing activities | (15,163,246) | 388,047 |
Net Change in Cash and Cash Equivalents | 0 | (835,125) |
Cash and Cash Equivalents - Beginning | 1,551 | 967,449 |
Cash and Cash Equivalents - Ending | 1,551 | 132,324 |
Non-cash investing and financing activities: | ||
Change in value of ordinary shares subject to possible redemption | (29,414) | 1,550,137 |
Reclassification of related party advances to related party promissory notes | 635,681 | 0 |
Payment of offering costs and operational costs pursuant to related party advances | $ 0 | $ 388,047 |
DESCRIPTION OF ORGANIZATION AND
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | 6 Months Ended |
Jun. 30, 2017 | |
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 June 30, 2017, the Company had not yet commenced operations. All activity through June 30, 2017 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 below and the proposed acquisition of Rimini Street, Inc. (“Rimini Street”), as described in Note 6. 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 (“Let’s Go”), 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 entered into a letter agreement terminating the Merger Agreement, effective November 11, 2016. On May 16, 2017, the Company entered into an Agreement and Plan of Merger, as amended by Amendment No. 1 thereto on June 30, 2017 (the “Rimini Merger Agreement”), by and among the Company, Let’s Go, Rimini Street and the Rimini Holder Representative (as defined in the Rimini Merger Agreement). Pursuant to the Rimini Merger Agreement, the Company agreed to acquire all of the outstanding capital stock of Rimini Street, a global provider of enterprise software products and services, and the leading independent support provider for Oracle and SAP products, based on the number of clients supported. 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 1,551 Following the closing of the Initial Public Offering, an amount of $ 172,500,000 10.00 On May 23, 2017, the Company held an extraordinary general meeting of its shareholders whereby the shareholders approved an amendment to the Company’s Memorandum and Articles of Association to extend the date by which the Company must consummate a Business Combination from May 26, 2017 to November 27, 2017 (“Extension Amendment”). The number of ordinary shares redeemed in connection with the Extension Amendment was 1,552,724 15,608,196 10.05 157,779,604 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 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 In connection with the Extension Amendment approved by the Company’s shareholders on May 23, 2017, the Company has until November 27, 2017 to complete a Business Combination (the “Combination Period”). If the Company is unable to complete a Business Combination within 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 The Company has principally financed its operations from inception using proceeds from the sale of its equity securities to its initial shareholders and such amount of proceeds from the Initial Public Offering that were placed in an account outside of the Trust Account for working capital purposes. As of June 30, 2017, the Company had $ 1,551 1,006,000 3,400,000 2,980,631 |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 6 Months Ended |
Jun. 30, 2017 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies [Text Block] | NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of presentation The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 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, 2016 as filed with the SEC, which contains the audited financial statements and notes thereto. The financial information as of December 31, 2016 is derived from the audited financial statements presented in the Company's Annual Report on Form 10-K for the year ended December 31, 2016. The interim results for the six months ended June 30, 2017 are not necessarily indicative of the results to be expected for the year ending December 31, 2017 or for any future interim periods. 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 accounting standards used. 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 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 June 30, 2017 and December 31, 2016. 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 June 30, 2017, cash and marketable securities held in the Trust Account consisted of $ 157,897,989 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 June 30, 2017 and December 31, 2016, 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 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 June 30, 2017, there were no amounts accrued for interest and penalties. There were no unrecognized tax benefits as of June 30, 2017. 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’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. 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 June 30, 2017 and 2016 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 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 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. 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. |
INITIAL PUBLIC OFFERING
INITIAL PUBLIC OFFERING | 6 Months Ended |
Jun. 30, 2017 | |
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 | 6 Months Ended |
Jun. 30, 2017 | |
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 | 6 Months Ended |
Jun. 30, 2017 | |
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 2,250,000 562,500 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 30,000 60,000 120,000 60,000 Related Party Advances Through December 31, 2016, the Sponsor advanced an aggregate of $ 635,681 3,400,000 635,681 Related Party Loans As of June 30, 2017, the Sponsor has committed to provide loans to the Company up to an aggregate of $ 3,400,000 2,980,631 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 | 6 Months Ended |
Jun. 30, 2017 | |
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, advisors and the Sponsor 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 a Business Combination. If a Business Combination does not occur, the Company will not be required to pay these contingent fees. As of June 30, 2017, the amount of these contingent fees was approximately $3,993,000. To the extent a Business Combination is consummated, the Company anticipates incurring a significant amount of additional costs. There can be no assurances that the Company will complete a Business Combination. 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%, of which two and one-half percent (2.5%), or $4,312,500, was paid in cash at the closing of the Initial Public Offering on May 26, 2015, and up to three and one-half percent (3.5%), or $6,037,500, has been deferred. The deferred fee will be paid in cash upon the closing of a Business Combination from the amounts held in the Trust Account, subject to the terms of the underwriting agreement. |
MERGER AGREEMENT
MERGER AGREEMENT | 6 Months Ended |
Jun. 30, 2017 | |
Merger Agreement [Abstract] | |
Merger Agreement [Text Block] | NOTE 7. MERGER AGREEMENT On May 16, 2017, the Company, Let’s Go, Rimini Street and the Rimini Holder Representative entered into the Rimini Merger Agreement. Pursuant to the Rimini Merger Agreement, among other things and in accordance with the terms and subject to the conditions of the Rimini Merger Agreement, and following the domestication of the Company to Delaware, Let’s Go will merge with and into Rimini Street, with Rimini Street surviving and becoming a wholly-owned subsidiary of the Company (the “first merger”). The surviving corporation of the first merger will then merge with and into the Company, with the Company surviving the merger (the “second merger” and, together with the first merger, the “Mergers”). The Company will be renamed Rimini Street, Inc. immediately after consummation of the second merger (referred to, both upon the domestication of the Company to Delaware and subsequent to such change of name, as “RMNI”). Pursuant to the Rimini Merger Agreement, the aggregate purchase price is $ 775,000,000 10.00 In accordance with the terms and subject to the conditions of the Rimini Merger Agreement, at the effective time of the first merger (the “first effective time”), each issued and outstanding share of Rimini Street’s Class A Common Stock, Class B Common Stock, Series A Preferred Stock on an as-converted basis, Series B Preferred Stock on an as-converted basis and Series C Preferred Stock on an as-converted basis (other than, in each case, such shares, if any, (i) held in the treasury of Rimini Street, which treasury shares shall be canceled as part of the Mergers and (ii) shares that are held by stockholders who have perfected and not withdrawn a demand for appraisal rights) will automatically be cancelled and converted into and become the right to receive the applicable portion of the Merger Consideration in accordance with the Rimini Merger Agreement. Each option to purchase shares of Rimini Street’s common stock granted under an incentive plan that is outstanding at the first effective time will be converted into an option relating to shares of RMNI upon the same terms and conditions as are in effect with respect to such option immediately prior to the first effective time (except that the number of shares of RMNI subject to each RMNI option, and the exercise price thereof, shall be adjusted as set forth in the merger agreement to provide the holder thereof with the same economic value as the original option relating to shares of Rimini Street’s common stock). Rimini Street will take commercially reasonable actions so that any vested option held by a former employee or former service provider to Rimini Street is exercised or cancelled prior to the first effective time and, to the extent not exercised or cancelled, such option will be converted into the right to receive a cash payment equal to the product of (a) the excess of $10 over the per share exercise price and (b) the number of shares of the Rimini Street’s common stock subject to the vested portion of such option. The Company has entered into a warrant consent and conversion agreement, dated May 16, 2017, with Rimini Street and CB Agent Services LLC (the “Origination Agent”) pursuant to which each Origination Agent warrant will be converted into a warrant relating to shares of RMNI. All other warrants to purchase shares of Rimini Street’s capital stock, which have an exercise price less than the value of Merger Consideration per fully diluted share, will be converted into shares of the applicable class of Rimini Street capital stock immediately prior to the first merger, in each case pursuant to a conversion agreement to be agreed with the holders of such warrants and the parties to the Rimini Merger Agreement. In accordance with the terms and subject to the conditions of the Rimini Merger Agreement and subject to certain adjustments set forth therein, the aggregate purchase price for the business combination and related transactions is $775 million, which amount will be (i) reduced by, among other things set forth in the Rimini Merger Agreement, the amount of the indebtedness of Rimini Street existing on the Closing Date (as defined in the Rimini Merger Agreement), and (ii) increased by, among other things set forth in the Rimini Merger Agreement, the cash and cash equivalents held by or on behalf of Rimini Street existing on the Closing Date (as adjusted in accordance with the terms of the Rimini Merger Agreement) and (iii) reduced by the unpaid transaction fees and expenses associated with the Business Combination incurred by Rimini Street and its subsidiaries. The Merger Consideration is also subject to an indemnification escrow of 5,500,000 The consummation of the Business Combination is subject to, among other things, a closing condition requiring a minimum of $ 50,000,000 35,000,000 On June 30, 2017, the Company filed a registration statement on Form S-4 with the SEC containing a preliminary joint proxy statement/prospectus relating to the Merger Agreement and the shareholder approvals required to be sought from the shareholders of the Company and Rimini Street. Following effectiveness of such registration statement, the Company will mail to its shareholders the joint proxy statement/prospectus forming part of such registration statement. |
SHAREHOLDERS' EQUITY
SHAREHOLDERS' EQUITY | 6 Months Ended |
Jun. 30, 2017 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity Note Disclosure [Text Block] | NOTE 8. SHAREHOLDERS’ EQUITY Preferred Shares - The Company is authorized to issue 20,000,000 0.0001 Ordinary Shares - 400,000,000 0.0001 5,694,413 ordinary shares issued and outstanding (excluding 14,315,363 ordinary shares subject to possible redemption). Warrants - Public Warrants may only be exercised for a whole number of ordinary shares. No fractional shares will be issued upon exercise of the Public Warrants. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination or (b) 12 months from the closing of the Initial Public Offering; provided in each case that the Company has an effective registration statement under the Securities Act covering the ordinary shares issuable upon exercise of the Public Warrants and a current prospectus relating to them is available (or the Company permits holders to exercise their Public Warrants on a cashless basis and such cashless exercise is exempt from registration under the Securities Act). The Public Warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. 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 | 6 Months Ended |
Jun. 30, 2017 | |
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. The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at June 30, 2017 and December 31, 2016, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description Level June 30, December 31, Assets: Cash and marketable securities held in Trust Account 1 $ 157,897,989 $ 173,051,990 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 6 Months Ended |
Jun. 30, 2017 | |
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 subsequent events that would have required adjustment to or disclosure in the financial statements. |
SUMMARY OF SIGNIFICANT ACCOUN17
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 6 Months Ended |
Jun. 30, 2017 | |
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, 2016 as filed with the SEC, which contains the audited financial statements and notes thereto. The financial information as of December 31, 2016 is derived from the audited financial statements presented in the Company's Annual Report on Form 10-K for the year ended December 31, 2016. The interim results for the six months ended June 30, 2017 are not necessarily indicative of the results to be expected for the year ending December 31, 2017 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 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 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 June 30, 2017 and December 31, 2016. |
Cash and marketable securities held in Trust Account [Policy Text Block] | Cash and marketable securities held in Trust Account The amounts held in the Trust Account represent substantially all of the proceeds of the Initial Public Offering and are classified as restricted assets since such amounts can only be used by the Company in connection with the consummation of a Business Combination. As of June 30, 2017, cash and marketable securities held in the Trust Account consisted of $ 157,897,989 |
Ordinary share subject to possible redemption, 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 June 30, 2017 and December 31, 2016, 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 Taxes, 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 June 30, 2017, there were no amounts accrued for interest and penalties. There were no unrecognized tax benefits as of June 30, 2017. 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’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. |
Net loss 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 June 30, 2017 and 2016 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. |
Recent 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) | 6 Months Ended |
Jun. 30, 2017 | |
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 June 30, 2017 and December 31, 2016, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description Level June 30, December 31, Assets: Cash and marketable securities held in Trust Account 1 $ 157,897,989 $ 173,051,990 |
DESCRIPTION OF ORGANIZATION A19
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS (Details Textual) - USD ($) | 1 Months Ended | 6 Months Ended | ||||
May 23, 2017 | May 26, 2015 | Jun. 30, 2017 | Dec. 31, 2016 | Jun. 30, 2016 | Dec. 31, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Line Items] | ||||||
Proceeds from Issuance Initial Public Offering | $ 172,500,000 | |||||
Cash Held Outside Of Trust Account | $ 1,551 | |||||
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 | $ 1,551 | $ 1,551 | $ 132,324 | $ 967,449 | ||
Reduction Of Intangible assets Due To Redemption | 5,000,001 | |||||
Interest On Dissolution Expenses | 100,000 | |||||
Interest Income, Other | 1,006,000 | |||||
Debt Instrument, Face Amount | 3,400,000 | |||||
Notes Payable, Related Parties, Noncurrent | $ 2,980,631 | 1,900,000 | ||||
Stock Redemption Restricted Percentage | 20.00% | |||||
Treasury Stock, Shares, Retired | 1,552,724 | |||||
Treasury Stock, Retired, Cost Method, Amount | $ 15,608,196 | |||||
Temporary Equity, Redemption Price Per Share | $ 10.05 | |||||
Assets Held-in-trust, Noncurrent | $ 157,779,604 | $ 157,897,989 | $ 173,051,990 | |||
Private Placement Warrants [Member] | ||||||
Organization, Consolidation and Presentation of Financial Statements [Line Items] | ||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 1 | |||||
Proceeds from Issuance of Warrants | $ 6,062,500 | |||||
Stock and Warrants Issued During Period, Share, Preferred Stock and 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 | $ 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 | $ 10 | ||||
Common Units Issued In Initial Public Offering | 2,250,000 |
SUMMARY OF SIGNIFICANT ACCOUN20
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Textual) | 6 Months Ended |
Jun. 30, 2017USD ($)shares | |
Significant Accounting Policies Disclosure [Line Items] | |
Cash, FDIC Insured Amount | $ 250,000 |
Assets Held-in-trust, Current | $ 157,897,989 |
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) - $ / shares | Jun. 30, 2017 | May 26, 2015 |
Initial Public Offering [Line Items] | ||
Common Units Issued In Initial Public Offering | 17,250,000 | |
IPO [Member] | ||
Initial Public Offering [Line Items] | ||
Common Stock Units Issued | 15,000,000 | |
Common Stock Units Issued Price Per Share | $ 10 | |
Common Units Issued Price Per Share | $ 10 | $ 10 |
Over-Allotment Option [Member] | ||
Initial Public Offering [Line Items] | ||
Common Units Issued In Initial Public Offering | 2,250,000 | |
Common Units Issued Price Per Share | $ 10 | $ 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] | Jun. 30, 2017$ / 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 | 6 Months Ended | ||||||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | Dec. 31, 2016 | May 26, 2015 | May 19, 2015 | Mar. 02, 2015 | |
Related Party Transaction [Line Items] | ||||||||
Common Stock, Shares, Issued | 5,694,413 | 5,694,413 | 5,649,918 | |||||
Common Stock, Value, Issued | $ 569 | $ 569 | $ 565 | |||||
Treasury Stock, Shares | 562,500 | |||||||
Due to Other Related Parties, Classified, Current | 635,681 | |||||||
Working Capital Loan | 1,000,000 | 1,000,000 | ||||||
Due to Affiliate, Current | 120,000 | 120,000 | 60,000 | $ 10,000 | ||||
Administrative Fees Expense | 30,000 | $ 30,000 | 60,000 | $ 60,000 | ||||
Debt Instrument, Face Amount | 3,400,000 | 3,400,000 | ||||||
Notes Payable, Related Parties, Noncurrent | 2,980,631 | 2,980,631 | $ 1,900,000 | |||||
Debt Instrument, Unused Borrowing Capacity, Amount | $ 3,400,000 | 3,400,000 | ||||||
Reclassification of related party advances to related party promissory notes | $ 635,681 | $ 0 | ||||||
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 | Jun. 30, 2017 | |
Commitments And Contingencies [Line Items] | ||
Contingent Transaction Fee Amount | $ 3,993,000 | |
Underwriters Discount Percentage | 6.00% | |
Underwriters Deferred Discount Amount | $ 6,037,500 | |
Payments To Underwriters In Cash | $ 4,312,500 | |
Maximum [Member] | ||
Commitments And Contingencies [Line Items] | ||
Underwriters Discount Percentage | 3.50% | |
Minimum [Member] | ||
Commitments And Contingencies [Line Items] | ||
Underwriters Discount Percentage | 2.50% |
MERGER AGREEMENT (Details Textu
MERGER AGREEMENT (Details Textual) | 6 Months Ended |
Jun. 30, 2017USD ($)$ / sharesshares | |
Merger Agreement [Line Items] | |
Business Combination, Consideration Transferred | $ 775,000,000 |
Business Combination Right To Receive Cash Payment Description | (a) the excess of $10 over the per share exercise price and (b) the number of shares of the Rimini Street’s common stock subject to the vested portion of such option. |
Business Combination Closing Condition Required | $ 50,000,000 |
Equity Financing From Sponsor | $ 35,000,000 |
Business Acquisition, Share Price | $ / shares | $ 10 |
Weighted Average Number of Shares, Contingently Issuable | shares | 5,500,000 |
SHAREHOLDERS' EQUITY (Details T
SHAREHOLDERS' EQUITY (Details Textual) - $ / shares | Jun. 30, 2017 | Dec. 31, 2016 | Jun. 30, 2016 |
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 | 5,694,413 | 5,649,918 | |
Common Stock, Shares, Outstanding | 5,694,413 | 5,649,918 | |
Common Stock, Other Shares, Outstanding | 14,315,363 | 15,912,582 | 16,055,829 |
Preferred Stock, Shares Issued | 0 | 0 | |
Preferred Stock, Shares Outstanding | 0 | 0 |
FAIR VALUE MEASUREMENTS (Detail
FAIR VALUE MEASUREMENTS (Details) - USD ($) | Jun. 30, 2017 | May 23, 2017 | Dec. 31, 2016 |
Assets: | |||
Cash and marketable securities held in Trust Account | $ 157,897,989 | $ 157,779,604 | $ 173,051,990 |
Fair Value, Inputs, Level 1 [Member] | |||
Assets: | |||
Cash and marketable securities held in Trust Account | $ 157,897,989 | $ 173,051,990 |