Electrum Special Acquisition (ELECU) 10-Q 14 Oct 16 2016 Q3 Quarterly report Financial data

Document And Entity Information

Document And Entity Information - shares	9 Months Ended
	Aug. 31, 2016	Oct. 14, 2016
Document Information [Line Items]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Aug. 31, 2016
Document Fiscal Year Focus	2,016
Document Fiscal Period Focus	Q3
Entity Registrant Name	Electrum Special Acquisition Corp
Entity Central Index Key	1,639,669
Current Fiscal Year End Date	--11-30
Entity Filer Category	Non-accelerated Filer
Trading Symbol	ELECU
Entity Common Stock, Shares Outstanding		25,000,000

Condensed Interim Balance Sheet

Condensed Interim Balance Sheets - USD ($)	Aug. 31, 2016	Nov. 30, 2015
Current Assets:
Cash	$ 439,669	$ 864,561
Prepaid expenses	96,115	82,396
Total Current Assets	535,784	946,957
Prepaid expenses - long term	0	40,911
Trust account	200,617,138	200,061,928
Total Assets	201,152,922	201,049,796
Current Liabilities:
Accounts payable and accrued expenses	87,964	47,997
Due to affiliate	121,277	60,095
Total Current Liabilities	209,241	108,092
Deferred underwriting compensation	6,750,000	6,750,000
Total Liabilities	6,959,241	6,858,092
Ordinary shares subject to possible redemption: 18,919,368 and 18,919,170 shares (at a redemption value of approximately $10 per share) at August 31, 2016 and November 30, 2015, respectively	189,193,680	189,191,703
Shareholders’ Equity:
Preferred shares, no par value; five classes of unlimited shares authorized; none issued and outstanding	0	0
Ordinary shares, no par value, unlimited shares authorized, 6,080,632 and 6,080,830 shares issued and outstanding (excluding 18,919,368 and 18,919,170 shares subject to redemption) at August 31, 2016 and November 30, 2015, respectively	5,263,062	5,265,038
Accumulated deficit	(263,061)	(265,037)
Total Shareholders’ Equity	5,000,001	5,000,001
Total Liabilities and Shareholders’ Equity	$ 201,152,922	$ 201,049,796

Condensed Interim Balance Shee3

Condensed Interim Balance Sheets (Parenthetical) - $ / shares	9 Months Ended	12 Months Ended
	Aug. 31, 2016	Nov. 30, 2015
Financial Instruments Subject to Mandatory Redemption, Settlement Terms, Number of Shares	18,919,368	18,919,170
Temporary Equity, Redemption Price Per Share	$ 10	$ 10
Preferred Stock, No Par Value	$ 0	$ 0
Preferred Stock, Shares Authorized	Unlimited	Unlimited
Preferred Stock, Shares Issued	0	0
Preferred Stock, Shares Outstanding	0	0
Ordinary shares, No Par Value	$ 0	$ 0
Ordinary shares, Shares Authorized	Unlimited	Unlimited
Ordinary shares, Shares, Issued	6,080,632	6,080,830
Ordinary shares, Shares, Outstanding	6,080,632	6,080,830

Condensed Interim Statements of

Condensed Interim Statements of Operations - USD ($)	3 Months Ended		9 Months Ended
	Aug. 31, 2016	Aug. 31, 2015	Aug. 31, 2016	Aug. 31, 2015
Revenue	$ 0	$ 0	$ 0	$ 0
Operating expenses	204,604	156,807	553,234	169,638
Loss from operations	(204,604)	(156,807)	(553,234)	(169,638)
Interest income	186,999	27,657	555,210	27,657
Net income (loss) attributable to ordinary shares	$ (17,605)	$ (129,150)	$ 1,976	$ (141,981)
Weighted average number of ordinary shares outstanding	6,080,632	5,829,091	6,081,881	4,556,612
Basic and diluted net income (loss) per share	$ 0	$ (0.02)	$ 0	$ (0.03)

Condensed Interim Statement of

Condensed Interim Statement of Shareholders' Equity - USD ($)	Total	Ordinary Shares [Member]	Accumulated Deficit [Member]
Balance at Dec. 11, 2014	$ 0	$ 0	$ 0
Balance (in shares) at Dec. 11, 2014		0
Sale of ordinary shares to initial shareholders	25,000	$ 25,000	0
Sale of ordinary shares to initial shareholders (in shares)		3,737,500
Net income (loss)	(12,781)	$ 0	(12,781)
Balance at Feb. 28, 2015	12,219	$ 25,000	(12,781)
Balance (in shares) at Feb. 28, 2015		3,737,500
Bonus share issuance	0	$ 0	0
Bonus share issuance (in shares)		136,615
Sale of ordinary shares	2,932	$ 2,932	0
Sale of ordinary shares (in shares)		438,385
Bonus share issuance	0	$ 0	0
Bonus share issuance (in shares)		718,750
Proceeds from the sale of 20,000,000 Units	200,000,000	$ 200,000,000	0
Proceeds from the sale of 20,000,000 Units (in shares)		20,000,000
Underwriters’ discount and offering expenses	(12,596,191)	$ (12,596,191)	0
Proceeds from the sale of 14,050,000 warrants	7,025,000	7,025,000	0
Forfeiture of 31,250 ordinary shares as a result of underwriter only partially exercising its over-allotment option	0	$ 0	0
Forfeiture of 31,250 ordinary shares as a result of underwriter only partially exercising its over-allotment option (in shares)		(31,250)
Changes in ordinary shares subject to possible redemption	(189,191,703)	$ (189,191,703)	0
Changes in ordinary shares subject to possible redemption (in shares)		(18,919,170)
Net income (loss)	(252,256)	$ 0	(252,256)
Balance at Nov. 30, 2015	5,000,001	$ 5,265,038	(265,037)
Balance (in shares) at Nov. 30, 2015		6,080,830
Changes in ordinary shares subject to possible redemption	(1,976)	$ (1,976)	0
Changes in ordinary shares subject to possible redemption (in shares)		(198)
Net income (loss)	1,976	$ 0	1,976
Balance at Aug. 31, 2016	$ 5,000,001	$ 5,263,062	$ (263,061)
Balance (in shares) at Aug. 31, 2016		6,080,632

Condensed Interim Statement of6

Condensed Interim Statement of Shareholders' Equity (Parenthetical)	Aug. 31, 2016shares
Warrant Issued	14,050,000

Condensed Interim Statements o7

Condensed Interim Statements of Cash Flows - USD ($)	9 Months Ended
	Aug. 31, 2016	Aug. 31, 2015
Cash Flows From Operating Activities:
Net income (loss)	$ 1,976	$ (141,981)
Change in operating assets and liabilities:
(Increase) decrease in prepaid expenses	27,192	(139,471)
Increase in accounts payable and accrued expenses	39,967	50,207
Net cash provided by (used in) operating activities	69,135	(231,245)
Cash Flows From Investing Activities:
Proceeds deposited in Trust Account	0	(200,000,000)
Interest reinvested in Trust Account	(555,210)	(27,657)
Net cash used in investing activities	(555,210)	(200,027,657)
Cash Flows From Financing Activities:
Proceeds from sale of ordinary shares	0	27,932
Proceeds from sales of units in Public Offering, net of Offering expenses paid	0	194,153,809
Proceeds from sale of warrants	0	7,025,000
Increase in due to affiliate	61,183	76,170
Net cash provided by financing activities	61,183	201,282,911
Net increase (decrease) in cash	(424,892)	1,024,009
Beginning cash	864,561	0
Ending cash	439,669	1,024,009
Supplemental Schedule of Non-Cash Financing Activities:
Deferred underwriters’ compensation	$ 0	$ 6,750,000

Nature of Operations

Nature of Operations	9 Months Ended
	Aug. 31, 2016
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Nature of Operations [Text Block]	1 . Nature of Operations Electrum Special Acquisition Corporation (the ‘‘Company,’’ ‘‘we,’’ ‘‘our’’ or ‘‘us’’) is a blank check company incorporated in the British Virgin Islands on December 12, 2014. The Company was formed for the purpose of acquiring, engaging in a share exchange, share reconstruction and amalgamation, purchasing all or substantially all of the assets of, entering into contractual arrangements, or engaging in any other similar business transaction, with one or more businesses or entities (‘‘Business Combination’’). The Company has neither engaged in any operations nor generated any operating revenue to date. The Company’s sponsor is ESAC Holdings LLC, a Delaware limited liability company (the ‘‘Sponsor’’). The registration statement for the Company’s initial public offering (the “Offering”) (as described in Note 3) was declared effective by the United States Securities and Exchange Commission (“SEC”) on June 10, 2015. The Sponsor and an entity controlled by one of the Company’s directors purchased, simultaneously with the closing of the Offering, an aggregate of $ 7,025,000 Upon closing of the Offering and private placement, $ 200,000,000 The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Offering, although substantially all of the net proceeds of the Offering are intended to be generally applied toward consummating a Business Combination. Furthermore, there is no assurance that the Company will be able to successfully effect a Business Combination. The Company intends to finance a Business Combination in part with the Offering and the $ 7,025,000 The Company will either (1) seek shareholder approval of our initial Business Combination at a meeting called for such purpose at which shareholders may seek to redeem their public shares, regardless of whether they vote for or against the proposed Business Combination, into their pro rata share of the aggregate amount then on deposit in the Trust Account (net of taxes payable), or (2) provide our shareholders with the opportunity to sell their public shares to us by means of a tender offer (and thereby avoid the need for a shareholder vote) for an amount equal to their pro rata share of the aggregate amount then on deposit in the Trust Account (net of taxes payable), in each case based on the number of public shares outstanding and subject to the limitations described herein. The decision as to whether we will seek shareholder approval of our proposed Business Combination or allow shareholders to sell their shares to us in a tender offer will be made by us, solely in our discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would otherwise require us to seek shareholder approval. Unlike other blank check companies which require shareholder votes and conduct proxy solicitations in conjunction with their initial Business Combinations and related redemptions of public shares for cash upon consummation of such initial Business Combinations even when a vote is not required by law, we will have the flexibility to avoid such shareholder vote and allow our shareholders to sell their shares pursuant to the tender offer rules of the SEC. In that case, we will file tender offer documents with the SEC which will contain substantially the same financial and other information about the initial Business Combination as is required under the SEC’s proxy rules. We will consummate our initial Business Combination only if we have net tangible assets of at least $ 5,000,001 We have until June 16, 2017 to consummate our initial Business Combination. If we are unable to consummate our initial Business Combination within such time period, we will distribute the aggregate amount then on deposit in the Trust Account pro rata to our public shareholders by way of the redemption of their shares and will cease all operations except for the purposes of winding up of our affairs, as further described herein. In such event, our warrants will expire worthless. We expect the per share redemption price to be $ 10.00 Section 102(b)(1) of the Jumpstart Our Business Startups Act of 2012 (the ‘‘JOBS Act’’) permits emerging growth companies to delay complying with new or revised financial accounting standards that do not yet apply to 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). 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 an election to opt out is irrevocable. We have 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, we, 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 our 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.

Summary of Significant Accounti

Summary of Significant Accounting Policies	9 Months Ended
	Aug. 31, 2016
Accounting Policies [Abstract]
Significant Accounting Policies [Text Block]	2. Summary of Significant Accounting Policies Basis of presentation The accompanying unaudited interim financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (‘‘GAAP’’) for interim information and in accordance with the instructions to Form 10-Q and Article 8 and Article 10 of Regulation S-X. Accordingly, since they are interim statements, the accompanying financial statements do not include all of the information and notes required by GAAP for a complete financial statement presentation. In the opinion of management, the interim financial statements reflect all adjustments (consisting of normal, recurring adjustments) that are necessary for a fair presentation of the financial position, results of operations and cash flows for the interim periods presented. Interim results are not necessarily indicative of results for a full year. Development stage company The Company complies with the Financial Accounting Standards Board issued Accounting Standards Update (‘‘ASU’’) No. 2014-10, which eliminated certain financial reporting requirements of companies previously identified as ‘‘Development Stage Entities’’ (Topic 915). The amendments in this ASU simplify accounting guidance by removing all incremental financial reporting requirements for development stage entities. The amendments also reduce data maintenance and, for those entities subject to audit, audit costs by eliminating the requirement for development stage entities to present inception-to-date information in the statements of income, cash flows, and shareholder equity. Early application of each of the amendments is permitted for any annual reporting period or interim period for which the entity’s financial statements have not yet been issued (public business entities) or made available for issuance (other entities). Upon adoption, entities will no longer present or disclose any information required by Topic 915. For public business entities, those amendments are effective for annual reporting periods beginning after December 15, 2014, and interim periods therein. Liquidation and Going Concern If the Company does not complete a Business Combination by June 16, 2017, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100 the redemption or liquidation. In the event of liquidation, 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 initial public offering price per unit in the Public Offering. These conditions raise substantial doubt about our ability to continue as a going concern. Net earnings (loss) per ordinary share The Company complies with the accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. Net earnings (loss) per ordinary share is computed by dividing net earnings (loss) applicable to ordinary shareholders by the weighted average number of ordinary shares outstanding for the period. At August 31, 2016 and November 30, 2015, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company. The Company has not considered the effect of warrants to purchase ordinary shares in the calculation of diluted loss per share, since the exercise of the warrants is contingent upon the occurrence of future events. As a result, diluted earnings (loss) per ordinary share is the same as basic earnings (loss) per ordinary share for the periods presented. 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 FASB ASC Topic 820, ‘‘Fair Value Measurements and Disclosures,’’ approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature. 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. Actual results could differ from those estimates. Offering costs Offering costs consisted principally of legal, accounting and underwriting costs incurred through the balance sheet date that were directly related to the Offering. Offering costs amounting to $ 12,596,191 Cash and securities held in Trust Account The assets held in the Trust Account were held in cash and U.S. Treasury Bills. 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 features 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 August 31, 2016 and November 30, 2015, the ordinary shares subject to possible redemption in the amount of $ 189,193,680 189,191,703 18,919,368 18,919,170 Income taxes The Company complies with the accounting and reporting requirements of FASB 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. FASB 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 recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits as of August 31, 2016 and November 30, 2015. No amounts were accrued for the payment of interest and penalties at August 31, 2016 and November 30, 2015. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. The Company may be subject to potential examination by U.S. federal, U.S. state or foreign jurisdiction 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 management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. Accounts payable, accrued expenses and due to affiliate Accounts payable and accrued expenses represent amounts the Company owes to its vendors as of the balance sheet date. Due to affiliate represents general and administrative costs, professional fees and due diligence costs paid by an affiliate on behalf of the Company. These advances are non-interest bearing, unsecured and payable on demand. Recently issued accounting standards 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.

Public Offering

Public Offering	9 Months Ended
	Aug. 31, 2016
Equity [Abstract]
Public Offering [Text Block]	3. Public Offering On June 16, 2015, the Company sold 20,000,000 10.00 Each warrant entitles the registered holder to purchase one-half of one ordinary share at a price of $5.75 per half share subject to adjustment as discussed below, at any time commencing on the later of 12 months from the closing of the Offering or 30 days after the completion of our initial Business Combination. Notwithstanding the foregoing, no public warrants will be exercisable for cash unless we have an effective and current registration statement covering the ordinary shares issuable upon exercise of the warrants and a current prospectus relating to such ordinary shares. Notwithstanding the foregoing, if a registration statement covering the ordinary shares issuable upon exercise of the public warrants is not effective within a specified period following the consummation of our initial Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when we shall have failed to maintain an effective registration statement, exercise warrants on a cashless basis in the same manner as if we called the warrants for redemption and required all holders to exercise their warrants on a “cashless basis.” In such event, each holder would pay the exercise price by surrendering the warrants for that number of ordinary shares equal to the quotient obtained by dividing (x) the product of the number of ordinary shares underlying the warrants, multiplied by the difference between the exercise price of the warrants and the “fair market value” (defined below) by (y) the fair market value. The “fair market value” for this purpose will mean the average reported last sale price of the ordinary shares for the 10 trading days ending on the trading day prior to the date of exercise. There will be no net cash settlement of the warrants under any circumstances. In connection with the Offering, the Sponsor and its designees, and an entity controlled by one of our directors, purchased from us an aggregate of 14,050,000 0.50 7,025,000 Each Private Warrant is exercisable to purchase one-half of one ordinary share at $5.75 per half share. The Private Warrants are identical to the warrants included in the units sold in the Offering except the Private Warrants are non-redeemable and may be exercised on a cashless basis, at the holder’s option, in each case so long as they continue to be held by the initial purchasers or their permitted transferees. The purchasers have also agreed not to transfer, assign or sell any of the Private Warrants or underlying securities (except to the same permitted transferees as the insider shares and provided the transferees agree to the same terms and restrictions as the permitted transferees of the Private Warrants must agree to, each as described below) until 30

Related Party Transactions

Related Party Transactions	9 Months Ended
	Aug. 31, 2016
Related Party Transactions [Abstract]
Related Party Transactions Disclosure [Text Block]	4. Related Party Transactions On April 8, 2015, our Sponsor subscribed for an aggregate of 3,737,500 25,000 0.00669 On April 22, 2015, the Company effected a bonus share issue of 0.03655250836 3,874,115 92,000 346,385 2,932 0.00669 On June 10, 2015, the entity controlled by a director transferred 45,994 346,385 0.00669 3,920,109 4,573,461 26,833 350,457 On June 16, 2015, the Company’s initial shareholders forfeited an aggregate of 31,250 20.0 The Insider Shares are identical to the ordinary shares included in the units sold in the Offering. However, the holders have agreed (A) to vote the Insider Shares in favor of any proposed Business Combination, (B) not to propose, or vote in favor of, an amendment to our memorandum and articles of association with respect to our pre-Business Combination activities prior to the consummation of such a Business Combination unless we provide dissenting public shareholders with the opportunity to redeem their public shares in connection with any such vote, (C) not to redeem any shares (including the Insider Shares) into the right to receive cash from the Trust Account in connection with a shareholder vote to approve our proposed initial Business Combination (or sell any shares they hold to us in a tender offer in connection with a proposed initial Business Combination) or a vote to amend the provisions of our memorandum and articles of association relating to shareholders’ rights or pre-Business Combination activity and (D) that the Insider Shares shall not participate in any liquidating distribution upon winding up if a Business Combination is not consummated. Additionally, the holders have agreed not to transfer, assign or sell any of the Insider Shares (except to certain permitted transferees) until the earlier of (i) one year after the date of the consummation of our initial Business Combination or (ii) if after 150 days after our initial Business Combination, the closing price of our ordinary shares equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading days within any 30 trading day period. Notwithstanding the foregoing, these transfer restrictions will be removed earlier if, after our initial Business Combination, we consummate a subsequent (i) liquidation, merger, stock exchange or other similar transaction which results in all of our shareholders having the right to exchange their ordinary shares for cash, securities or other property or (ii) consolidation, merger or other change in the majority of our management team. In addition, our Sponsor and an entity controlled by one of our directors purchased an aggregate of 14,050,000 0.50 7,025,000 The Private Warrants are identical to the warrants included in the units sold in the Offering except the Private Warrants are non-redeemable and may be exercised on a cashless basis, at the holder’s option, in each case so long as they continue to be held by the initial purchasers or their permitted transferees. The purchasers have also agreed not to transfer, assign or sell any of the Private Warrants or underlying securities (except to the same permitted transferees as the Insider Shares and provided the transferees agree to the same terms and restrictions as the permitted transferees of the Private Warrants must agree to, each as described above) until 30 days after the completion of our initial Business Combination. If the Company does not complete the Business Combination, then the Private Placement Warrants proceeds will be part of the liquidation distribution to the public shareholders and the Private Placement Warrants will expire worthless. As of August 31, 2016 and November 30, 2015, an affiliate of our sponsor is owed $ 121,277 60,095 Commencing on June 10, 2015, the date that our securities were first listed on Nasdaq, we have agreed to pay an affiliate of our Sponsor a total of $ 10,000 30,000 90,000 26,666

Deferred Underwriting Compensat

Deferred Underwriting Compensation	9 Months Ended
	Aug. 31, 2016
Deferred Underwriting Compensation Liability [Abstract]
Deferred Underwriting Compensation Liability Disclosure [Text Block]	5. Deferred Underwriting Compensation The Company is committed to pay deferred underwriting compensation (“Deferred Discount”) totaling $ 6,750,000 3.375

Trust Account

Trust Account	9 Months Ended
	Aug. 31, 2016
Investments, Debt and Equity Securities [Abstract]
Capital Requirements on Trust Assets [Text Block]	6. Trust Account A total of $ 200,000,000 192,975,000 7,025,000 200,617,138 200,061,928 As of August 31, 2016, the Company’s Trust Account consisted of $ 200,478,941 134,921 3,276 Held-To-Maturity Amortized Cost Gross Fair Value At August 31, 2016 U.S. Treasury Securities (Mature on 12/29/2016) $ 200,613,862 $ 30,132 $ 200,643,994 At November 30, 2015 U.S. Treasury Securities (Mature on 12/24/2015) $ 200,060,961 $ (4,966) $ 200,055,995

Fair Value Measurements

Fair Value Measurements	9 Months Ended
	Aug. 31, 2016
Fair Value Disclosures [Abstract]
Fair Value Disclosures [Text Block]	7. Fair Value Measurements The Company complies with ASC 820, “Fair Value Measurement”, 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 following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis as of August 31, 2016 and November 30, 2015, and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value. In general, fair values determined by Level 1 inputs utilize quoted prices (unadjusted) in active markets for identical assets or liabilities. Fair values determined by Level 2 inputs utilize data points that are observable such as quoted prices, interest rates and yield curves. Description August 31, 2016 Quoted Prices Significant Significant Assets: Cash and securities held in Trust Account $ 200,617,138 $ 200,617,138 $ - $ - Description November 30, 2015 Quoted Prices Significant Significant Assets: Cash and securities held in Trust Account $ 200,061,928 $ 200,061,928 $ - $ -

Shareholders' Equity

Shareholders' Equity	9 Months Ended
	Aug. 31, 2016
Equity [Abstract]
Stockholders' Equity Note Disclosure [Text Block]	8. Shareholders’ Equity Ordinary Shares The Company is authorized to issue an unlimited 25,000,000 18,919,368 18,919,170 Preferred Shares The Company is authorized to issue an unlimited

Summary of Significant Accoun16

Summary of Significant Accounting Policies (Policies)	9 Months Ended
	Aug. 31, 2016
Accounting Policies [Abstract]
Basis of Accounting, Policy [Policy Text Block]	Basis of presentation The accompanying unaudited interim financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (‘‘GAAP’’) for interim information and in accordance with the instructions to Form 10-Q and Article 8 and Article 10 of Regulation S-X. Accordingly, since they are interim statements, the accompanying financial statements do not include all of the information and notes required by GAAP for a complete financial statement presentation. In the opinion of management, the interim financial statements reflect all adjustments (consisting of normal, recurring adjustments) that are necessary for a fair presentation of the financial position, results of operations and cash flows for the interim periods presented. Interim results are not necessarily indicative of results for a full year.
Development Stage Company [Policy Text Block]	Development stage company The Company complies with the Financial Accounting Standards Board issued Accounting Standards Update (‘‘ASU’’) No. 2014-10, which eliminated certain financial reporting requirements of companies previously identified as ‘‘Development Stage Entities’’ (Topic 915). The amendments in this ASU simplify accounting guidance by removing all incremental financial reporting requirements for development stage entities. The amendments also reduce data maintenance and, for those entities subject to audit, audit costs by eliminating the requirement for development stage entities to present inception-to-date information in the statements of income, cash flows, and shareholder equity. Early application of each of the amendments is permitted for any annual reporting period or interim period for which the entity’s financial statements have not yet been issued (public business entities) or made available for issuance (other entities). Upon adoption, entities will no longer present or disclose any information required by Topic 915. For public business entities, those amendments are effective for annual reporting periods beginning after December 15, 2014, and interim periods therein.
Liquidation and Going Concern Disclosure [Policy Text Block]	Liquidation and Going Concern If the Company does not complete a Business Combination by June 16, 2017, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100 the redemption or liquidation. In the event of liquidation, 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 initial public offering price per unit in the Public Offering. These conditions raise substantial doubt about our ability to continue as a going concern.
Earnings Per Share, Policy [Policy Text Block]	Net earnings (loss) per ordinary share The Company complies with the accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. Net earnings (loss) per ordinary share is computed by dividing net earnings (loss) applicable to ordinary shareholders by the weighted average number of ordinary shares outstanding for the period. At August 31, 2016 and November 30, 2015, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company. The Company has not considered the effect of warrants to purchase ordinary shares in the calculation of diluted loss per share, since the exercise of the warrants is contingent upon the occurrence of future events. As a result, diluted earnings (loss) per ordinary share is the same as basic earnings (loss) per ordinary share for the periods presented.
Concentration Risk, Credit Risk, Policy [Policy Text Block]	Concentration of credit risk Financial instruments that potentially subject the Company to concentration of credit risk consist of cash accounts in a financial institution which at times may exceed the Federal depository insurance coverage of $ 250,000
Fair Value Measurement, 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 FASB ASC Topic 820, ‘‘Fair Value Measurements and Disclosures,’’ approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature.
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. Actual results could differ from those estimates.
Offering costs Policies [Policy Text Block]	Offering costs Offering costs consisted principally of legal, accounting and underwriting costs incurred through the balance sheet date that were directly related to the Offering. Offering costs amounting to $ 12,596,191
Cash And Securities Held In Trust Account [Policy Text Block]	Cash and securities held in Trust Account The assets held in the Trust Account were held in cash and U.S. Treasury Bills.
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 features 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 August 31, 2016 and November 30, 2015, the ordinary shares subject to possible redemption in the amount of $ 189,193,680 189,191,703 18,919,368 18,919,170
Income Tax, Policy [Policy Text Block]	Income taxes The Company complies with the accounting and reporting requirements of FASB 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. FASB 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 recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits as of August 31, 2016 and November 30, 2015. No amounts were accrued for the payment of interest and penalties at August 31, 2016 and November 30, 2015. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. The Company may be subject to potential examination by U.S. federal, U.S. state or foreign jurisdiction 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 management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.
Accounts Payable Accrued Expenses And Due To Affiliate [Policy Text Block]	Accounts payable, accrued expenses and due to affiliate Accounts payable and accrued expenses represent amounts the Company owes to its vendors as of the balance sheet date. Due to affiliate represents general and administrative costs, professional fees and due diligence costs paid by an affiliate on behalf of the Company. These advances are non-interest bearing, unsecured and payable on demand.
New Accounting Pronouncements, Policy [Policy Text Block]	Recently issued accounting standards 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.

Trust Account (Tables)

Trust Account (Tables)	9 Months Ended
	Aug. 31, 2016
Investments, Debt and Equity Securities [Abstract]
Held-to-maturity Securities [Table Text Block]	The gross holding gains / (losses) and fair value of held-to-maturity securities at August 31, 2016 and November 30, 2015 is as follows: Held-To-Maturity Amortized Cost Gross Fair Value At August 31, 2016 U.S. Treasury Securities (Mature on 12/29/2016) $ 200,613,862 $ 30,132 $ 200,643,994 At November 30, 2015 U.S. Treasury Securities (Mature on 12/24/2015) $ 200,060,961 $ (4,966) $ 200,055,995

Fair Value Measurements (Tables

Fair Value Measurements (Tables)	9 Months Ended
	Aug. 31, 2016
Fair Value Disclosures [Abstract]
Fair Value Inputs, Assets, Quantitative Information [Table Text Block]	Fair values determined by Level 3 inputs are unobservable data points for the asset or liability, and includes situations where there is little, if any, market activity for the asset or liability: Description August 31, 2016 Quoted Prices Significant Significant Assets: Cash and securities held in Trust Account $ 200,617,138 $ 200,617,138 $ - $ - Description November 30, 2015 Quoted Prices Significant Significant Assets: Cash and securities held in Trust Account $ 200,061,928 $ 200,061,928 $ - $ -

Nature of Operations (Details T

Nature of Operations (Details Textual)	9 Months Ended
	Aug. 31, 2016USD ($)$ / shares
Nature of Operations [Line Items]
Entity Incorporation, Date of Incorporation	Dec. 12, 2014
Entity Incorporation, State Country Name	­British Virgin Islands
Proceeds from Issuance of Private Placement	$ 7,025,000
Minimum Net Tangible Assets Required	$ 5,000,001
Shares Issued, Price Per Share | $ / shares	$ 10
Warrant [Member]
Nature of Operations [Line Items]
Proceeds from Issuance of Private Placement	$ 7,025,000
Public Units [Member]
Nature of Operations [Line Items]
Sale of Stock, Consideration Received Per Transaction	$ 200,000,000

Summary of Significant Accoun20

Summary of Significant Accounting Policies (Details Textual) - USD ($)	9 Months Ended
	Aug. 31, 2016	Nov. 30, 2015
Significant Accounting Policies Disclosure [Line Items]
Cash, FDIC Insured Amount	$ 250,000
Payment of Financing and Stock Issuance Costs	12,596,191
Subject to Mandatory Redemption, Settlement Terms, Share Value, Amount	$ 189,193,680	$ 189,191,703
Subject to Mandatory Redemption, Settlement Terms, Number of Shares	18,919,368	18,919,170
Shares Subject To Redemption Percentage Of Outstanding Shares To Be Redeemed	100.00%

Public Offering (Details Textua

Public Offering (Details Textual) - USD ($)	Jun. 16, 2015	Aug. 31, 2016	Nov. 30, 2015
Public Offering [Line Items]
Common Stock, Shares, Issued		6,080,632	6,080,830
Shares Issued, Price Per Share		$ 10
Proceeds from Issuance of Private Placement		$ 7,025,000
Share Price And Founder Share Lock Up Description	30 days
IPO [Member]
Public Offering [Line Items]
Common Stock, Shares, Issued	20,000,000
Shares Issued, Price Per Share	$ 10
Common Stock, Call or Exercise Features		subject to adjustment as discussed below, at any time commencing on the later of 12 months from the closing of the Offering or 30 days after the completion of our initial Business Combination.
Description of Warrant Exercisable Purchase Price		Each warrant entitles the registered holder to purchase one-half of one ordinary share at a price of $5.75 per half share
Private Warrants [Member]
Public Offering [Line Items]
Warrants Issued	14,050,000
Class of Warrant or Right, Exercise Price of Warrants or Rights	$ 0.50
Description of Warrant Exercisable Purchase Price		Each Private Warrant is exercisable to purchase one-half of one ordinary share at $5.75 per half share.
Proceeds from Issuance of Private Placement	$ 7,025,000

Related Party Transactions (Det

Related Party Transactions (Details Textual)	Jun. 16, 2015USD ($)$ / sharesshares	Jun. 10, 2015USD ($)$ / sharesshares	Apr. 08, 2015USD ($)$ / sharesshares	Aug. 31, 2016USD ($)$ / shares	Aug. 31, 2015USD ($)	Feb. 28, 2015USD ($)	Aug. 31, 2016USD ($)$ / shares	Aug. 31, 2015USD ($)	Nov. 30, 2015USD ($)	Apr. 22, 2015USD ($)$ / sharesshares
Related Party Transaction [Line Items]
Stock Issued During Period, Value, New Issues | $						$ 25,000
Bonus Share Issuance Ratio		0.16666666666667
Shares Issued, Price Per Share | $ / shares				$ 10			$ 10
Business Acquisition, Planned Restructuring Activities, Description							the holders have agreed not to transfer, assign or sell any of the Insider Shares (except to certain permitted transferees) until the earlier of (i) one year after the date of the consummation of our initial Business Combination or (ii) if after 150 days after our initial Business Combination, the closing price of our ordinary shares equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading days within any 30 trading day period. Notwithstanding the foregoing, these transfer restrictions will be removed earlier if, after our initial Business Combination, we consummate a subsequent (i) liquidation, merger, stock exchange or other similar transaction which results in all of our shareholders having the right to exchange their ordinary shares for cash, securities or other property or (ii) consolidation, merger or other change in the majority of our management team.
Due to Affiliate | $				$ 121,277			$ 121,277		$ 60,095
Proceeds from Issuance of Private Placement | $							7,025,000
Percentage Of Ownership After Forfeiture	20.00%
Stock Forfeited During Period Shares	31,250
General and Administrative Expense, Total | $				$ 30,000	$ 26,666		$ 90,000	$ 26,666
Private Placement [Member]
Related Party Transaction [Line Items]
Warrants Issued	14,050,000
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares	$ 0.50
Proceeds from Issuance of Private Placement | $	$ 7,025,000
Director [Member]
Related Party Transaction [Line Items]
Common Stock, Shares Held in Employee Trust, Shares		26,833								92,000
Sale of Stock, Number of Shares Issued in Transaction		45,994
Shares Held By Director Nominee Before Sale		346,385
Sale of Stock, Price Per Share | $ / shares		$ 0.00669
Director One [Member]
Related Party Transaction [Line Items]
Common Stock, Shares Held in Employee Trust, Shares		350,457								346,385
Sponsor [Member]
Related Party Transaction [Line Items]
Stock Issued During Period, Shares, New Issues			3,737,500
Stock Issued During Period, Value, New Issues | $			$ 25,000
Share Price | $ / shares			$ 0.00669
Bonus Share Issuance Ratio										0.03655250836
Common Stock, Shares Held in Employee Trust | $										$ 2,932
Shares Issued, Price Per Share | $ / shares										$ 0.00669
Due to Affiliate | $		$ 10,000
Common Stock, Shares Held in Employee Trust, Shares		4,573,461								3,874,115
Shares Held By Sponsor After Purchase		3,920,109

Deferred Underwriting Compens23

Deferred Underwriting Compensation (Details Textual)	Aug. 31, 2016USD ($)
Deferred Underwriting Compensation Liability [Line Items]
Deferred Underwriting Discounts	$ 6,750,000
Percentage of Deferred Underwriting Discounts	3.375%

Trust Account (Details)

Trust Account (Details) - US Treasury Securities [Member] - USD ($)	9 Months Ended	12 Months Ended
	Aug. 31, 2016	Nov. 30, 2015
Schedule of Held-to-maturity Securities [Line Items]
Held-To-Maturity	Dec. 29, 2016	Dec. 24, 2015
Amortized Cost	$ 200,613,862	$ 200,060,961
Gross Holding Gains / (Losses)	30,132	(4,966)
Fair Value	$ 200,643,994	$ 200,055,995

Trust Account (Details Textual)

Trust Account (Details Textual) - USD ($)	9 Months Ended
	Aug. 31, 2016	Aug. 31, 2015	Nov. 30, 2015
Schedule of Held-to-maturity Securities [Line Items]
Proceeds from Issuance or Sale of Equity, Total	$ 200,000,000
Proceeds from Issuance Initial Public Offering	0	$ 194,153,809
Proceeds from Issuance of Private Placement	7,025,000
Assets Held-in-trust, Noncurrent	200,617,138		$ 200,061,928
Warrant [Member]
Schedule of Held-to-maturity Securities [Line Items]
Proceeds from Issuance Initial Public Offering	192,975,000
US Treasury Securities [Member]
Schedule of Held-to-maturity Securities [Line Items]
Assets Held-in-trust, Noncurrent	200,478,941
Accrued Interest [Member]
Schedule of Held-to-maturity Securities [Line Items]
Assets Held-in-trust, Noncurrent	134,921
Cash [Member]
Schedule of Held-to-maturity Securities [Line Items]
Assets Held-in-trust, Noncurrent	$ 3,276

Fair Value Measurements (Detail

Fair Value Measurements (Details) - USD ($)	Aug. 31, 2016	Nov. 30, 2015
Assets:
Cash and securities held in Trust Account	$ 200,617,138	$ 200,061,928
Quoted Prices in Active Markets Level 1 [Member]
Assets:
Cash and securities held in Trust Account	200,617,138	200,061,928
Significant Other Observable Inputs Level 2 [Member]
Assets:
Cash and securities held in Trust Account	0	0
Significant Other Unobservable Inputs Level 3 [Member]
Assets:
Cash and securities held in Trust Account	$ 0	$ 0

Shareholders' Equity (Details T

Shareholders' Equity (Details Textual) - $ / shares	9 Months Ended	12 Months Ended
	Aug. 31, 2016	Nov. 30, 2015
Equity, Class of Treasury Stock [Line Items]
Ordinary shares, No Par Value	$ 0	$ 0
Ordinary shares, Shares Authorized	Unlimited	Unlimited
Preferred Stock, Shares Authorized	Unlimited	Unlimited
Preferred Stock, No Par Value	$ 0	$ 0
Preferred Stock, Shares Issued	0	0
Preferred Stock, Shares Outstanding	0	0
Financial Instruments Subject to Mandatory Redemption, Settlement Terms, Number of Shares	18,919,368	18,919,170
Common Stock [Member]
Equity, Class of Treasury Stock [Line Items]
Shares, Issued	25,000,000	25,000,000