Document And Entity Information
Document And Entity Information - shares | 9 Months Ended | |
Sep. 30, 2016 | Nov. 11, 2016 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2016 | |
Document Fiscal Year Focus | 2,016 | |
Document Fiscal Period Focus | Q3 | |
Entity Registrant Name | Easterly Acquisition Corp. | |
Entity Central Index Key | 1,641,197 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Non-accelerated Filer | |
Trading Symbol | EACQU | |
Entity Common Stock, Shares Outstanding | 25,000,000 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Sep. 30, 2016 | Dec. 31, 2015 |
Current assets | ||
Cash | $ 53,255 | $ 272,666 |
Prepaid expenses | 34,371 | 96,506 |
Other receivables | 721,324 | 69,464 |
Total current assets | 808,950 | 438,636 |
Cash and cash equivalents held in Trust Account - restricted | 200,078,598 | 200,009,918 |
Total assets | 200,887,548 | 200,448,554 |
Current liabilities | ||
Accounts payable and accrued expenses | 1,379,372 | 266,916 |
Due to affiliate | 147,920 | 18,067 |
Total current liabilities | 1,527,292 | 284,983 |
Convertible note - due to Sponsor | 15,410 | 0 |
Deferred underwriting fee | 7,000,000 | 7,000,000 |
Total liabilities | 8,542,702 | 7,284,983 |
Commitments | ||
Common stock, subject to possible redemption or tender, 18,727,124 and 18,816,357 shares at redemption value at September 30, 2016 and December 31, 2015, respectively | 187,344,845 | 188,163,570 |
Stockholders' equity: | ||
Preferred stock, $.0001 par value; 1,000,000 shares authorized; none issued and outstanding | 0 | 0 |
Common stock, $.0001 par value; 100,000,000 shares authorized; 6,272,876 and 6,183,643 shares issued and outstanding (excludes 18,727,124 and 18,816,357 shares subject to possible redemption) at September 30, 2016 and December 31, 2015, respectively | 627 | 618 |
Additional paid-in capital | 6,912,383 | 6,093,667 |
Accumulated deficit | (1,913,009) | (1,094,284) |
Total stockholders' equity | 5,000,001 | 5,000,001 |
Total liabilities and stockholders' equity | $ 200,887,548 | $ 200,448,554 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 2016 | Dec. 31, 2015 |
Common Stock [Member] | ||
Common stock subject to possible redemption Shares | 18,727,124 | 18,816,357 |
Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 |
Common Stock, Shares Authorized | 100,000,000 | 100,000,000 |
Common Stock, Shares, Issued | 6,272,876 | 6,183,643 |
Common Stock, Shares, Outstanding | 6,272,876 | 6,183,643 |
Preferred Stock [Member] | ||
Preferred Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 |
Preferred Stock, Shares Authorized | 1,000,000 | 1,000,000 |
Preferred Stock, Shares Issued | 0 | 0 |
Preferred Stock, Shares Outstanding | 0 | 0 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) | 3 Months Ended | 5 Months Ended | 9 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2015 | Sep. 30, 2016 | |
Operating costs | $ (620,828) | $ (260,050) | $ (262,960) | $ (940,933) |
State franchise taxes | (45,246) | (76,438) | (76,438) | (137,439) |
Loss from operations | (666,074) | (336,488) | (339,398) | (1,078,372) |
Other income - interest income | 102,959 | 0 | 0 | 259,647 |
Net loss | $ (563,115) | $ (336,488) | $ (339,398) | $ (818,725) |
Weighted average number of common shares outstanding, basic and diluted | 6,220,297 | 5,492,989 | 5,089,387 | 6,203,870 |
Basic and diluted net loss per share | $ (0.09) | $ (0.06) | $ (0.07) | $ (0.13) |
Condensed Consolidated Stateme5
Condensed Consolidated Statement of Cash Flows - USD ($) | 5 Months Ended | 9 Months Ended |
Sep. 30, 2015 | Sep. 30, 2016 | |
Cash flows from operating activities: | ||
Net loss | $ (339,398) | $ (818,725) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Interest on cash and cash equivalents held in Trust Account | 0 | (259,647) |
Changes in operating assets and liabilities: | ||
Prepaid expenses | (116,438) | 62,135 |
Other receivables | 0 | (651,860) |
Accounts payable and accrued expenses | 298,201 | 1,112,866 |
Due to affiliate | 0 | 129,853 |
Net cash used in operating activities | (157,635) | (425,378) |
Cash flows from investing activities: | ||
Cash and cash equivalents held in Trust Account - restricted | (200,000,000) | 0 |
Interest income released from Trust Account for franchise taxes | 0 | 190,967 |
Net cash provided by (used in) investing activities | (200,000,000) | 190,967 |
Cash flows from financing activities: | ||
Proceeds from issuance of common stock to initial stockholder | 25,000 | 0 |
Proceeds from sale of Units, net of underwriting commissions paid | 175,500,000 | 0 |
Proceeds from sale of over-allotment Units, net of underwriting commissions paid | 19,500,000 | 0 |
Proceeds from sale of Private Placement Warrants | 6,750,000 | 0 |
Payment of offering expenses | (471,108) | 0 |
Proceeds from promissory note - related parties | 100,000 | 0 |
Proceeds of convertible note received from Sponsor | 0 | 15,000 |
Repayment of advances from affiliate and promissory note - related parties | (146,037) | 0 |
Net cash provided by financing activities | 201,257,855 | 15,000 |
Increase (decrease) in cash | 1,100,220 | (219,411) |
Cash at beginning of period | 0 | 272,666 |
Cash at end of period | 1,100,220 | 53,255 |
Supplemental disclosure of noncash financing activities: | ||
Deferred underwriting fees | 7,000,000 | 0 |
Payment of offering costs through advance from related party | 46,037 | 0 |
Payment of operating costs through advance from related party | 34,940 | 0 |
Change in value of common stock subject to possible redemption | $ 0 | $ (818,725) |
Organization and Business Opera
Organization and Business Operations | 9 Months Ended |
Sep. 30, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Business Operations | 1. Organization and Business Operations Incorporation Easterly Acquisition Corp. (the “Company”) was incorporated in Delaware on April 29, 2015. Sponsor The Company’s sponsor is Easterly Acquisition Sponsor, LLC, a Delaware limited liability company (the “Sponsor”). Business Purpose The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses that it had not yet identified (“Business Combination”). As of September 30, 2016, the Company has neither commenced operations nor generated any revenues to date. All activity through September 30, 2016 relates to the Company’s formation, initial public offering and consummating a Business Combination. The Company’s management has broad discretion with respect to the specific application of the net proceeds of its initial public offering of Units (as defined in Note 3 below) (the “Public Offering”), although substantially all of the net proceeds of the Public Offering and the private placement of warrants (as described in Note 4 below, the “Private Placement” and such warrants issued in connection with the Private Placement, the “Private Placement Warrants”) are intended to be generally applied toward completing a Business Combination. Furthermore, there is no assurance that the Company will be able to successfully effect a Business Combination. As more fully described in Note 6 below, on June 28, 2016 the Company entered into an Agreement and Plan of Merger, as amended by Amendment No. 1 (“Amendment No. 1”), dated as of September 21, 2016, and Amendment No. 2 (“Amendment No. 2”), dated as of November 3, 2016 (the “Merger Agreement”), by and among the Company, Solaris Merger Sub Inc., a wholly-owned subsidiary of the Company (“Merger Sub”), Sungevity, Inc. (“Sungevity”), and Shareholder Representative Services LLC, to effect a business combination with Sungevity, a technology company whose platform enables the sale and installation of solar energy systems to residential and commercial customers in the United States and internationally. Financing The registration statement for the Company’s Public Offering was declared effective on July 29, 2015. On July 29, 2015, the Company filed a new registration statement to increase the size of the Public Offering by 20 On August 4, 2015, the Company consummated the Public Offering and received proceeds of $ 195,000,000 5,000,000 6,750,000 6,750,000 Trust Account $ 200,000,000 The Company amended and restated its certificate of incorporation on July 28, 2015 to provide that, except for the withdrawal of interest to pay franchise and income taxes, if any, that none of the funds held in trust (including the interest on such funds) will be released from the Trust Account until the earlier of (i) the completion of the initial Business Combination, (ii) the redemption of the Public Shares (as defined in Note 3) if the Company is unable to complete a Business Combination within 24 months from the closing of the Public Offering (subject to the requirements of applicable law) and (iii) the redemption of shares in connection with a vote seeking to amend Section 9.2(d) of the amended and restated certificate of incorporation in a manner that would affect the substance or timing of the Company’s obligation to redeem 100% of the Public Shares if the Company does not complete an initial Business Combination within 24 months from the closing of the Public Offering. For the nine-month period ended September 30, 2016, the Company withdrew $ 190,967 In order to protect the amounts held in the Trust Account, three managing principals of Easterly LLC, an affiliate of the Company and the Sponsor (the “Managing Principals”), agreed pursuant to a written agreement executed on July 29, 2015, jointly and severally, that they will be liable to the Company if and to the extent any claims by a vendor for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below (i) $ 10.00 Business Combination The Company, prior to the consummation of a Business Combination, will either (i) seek stockholder approval of the Business Combination at a meeting called for such purpose in connection with which stockholders may seek to redeem their shares, regardless of whether they vote for or against the Business Combination, for cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of an initial Business Combination, including interest earned on the funds and not previously released to the Company to pay franchise and income taxes, or (ii) provide public stockholders with the opportunity to tender their shares to the Company by means of a tender offer (and thereby avoid the need for a stockholder vote) for an amount equal to their pro rata share of 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 franchise and income taxes, less franchise and income taxes payable from such interest. The decision as to whether the Company will seek stockholder approval of the Business Combination or conduct a tender offer will be made by the Company, solely in its 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 the Company to seek stockholder approval. If the Company seeks stockholder approval, it will complete its Business Combination only if a majority of the outstanding shares of common stock voted are voted in favor of the Business Combination. However, in no event will the Company redeem its Public Shares (as defined in Note 3) in an amount that would cause its net tangible assets to be less than $ 5,000,001 Shares of common stock subject to redemption or tender are recorded at redemption amount and classified as temporary equity, in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standard Codification (“ASC”) 480, “Distinguishing Liabilities from Equity.” At September 30, 2016, the amount in the Trust Account is approximately $ 10.00 200,078,598 20,000,000 The Company has 24 months from the closing of the Public Offering to complete its initial Business Combination. If the Company does not complete a Business Combination within this period of time, it shall (i) cease all operations except for the purposes of winding up; (ii) as promptly as reasonably possible but not 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 (less up to $ 100,000 The Company’s Units, common stock and warrants are listed on the Nasdaq Capital Market (“Nasdaq”). The Nasdaq rules will require that the initial Business Combination must be with one or more target businesses that together have a fair market value equal to at least 80% of the balance in the Trust Account (less any deferred underwriting commissions and taxes payable on interest earned) at the time of the Company signing a definitive agreement in connection with its initial Business Combination. The Company intends to fulfill the requirements of this Nasdaq rule even if the securities are not listed on Nasdaq at the relevant time. 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 the Company’s periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Securities Exchange Act of 1934, as amended) 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 an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accountant standards used. Reimbursement of Expenses Related to Proposed Sungevity Business Combination Pursuant to a letter of intent (“LOI”), dated April 20, 2016, between Sungevity and the Company, Sungevity agreed to pay or reimburse the Company for all reasonable and documented out-of-pocket costs and expenses incurred between the date of the LOI and the date that definitive documents with respect to the proposed merger are executed, including fees and expenses of third party advisors, due diligence-related expenses and such other necessary and related costs and expenses incurred in furtherance of the proposed business combination. For the period ended September 30, 2016, the Company recorded $ 984,045 275,951 708,094 Going Concern Considerations The Company presently has no revenue, has had losses since inception and has no operations other than the active identification of a target business with which to complete its Business Combination. As of September 30, 2016, the Company had cash of $ 53,255 200,078,598 The Company will have available the proceeds held outside the Trust Account to fund its working capital needs and to continue to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices, plants or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, structure, negotiate and complete a Business Combination. The Company will also have available any interest earned on the funds held in the Trust Account to pay franchise and income taxes. At September 30, 2016 the Company has a working capital deficit of $ 718,342 If the proceeds held outside the Trust Account are insufficient for the Company’s working capital needs and operations in connection with the completion of an initial Business Combination, the Company may need to raise additional capital through additional loans from the Sponsor under the March 17, 2016 convertible promissory note issued to the Sponsor or additional investments from its Sponsor, an affiliate of its Sponsor or certain of the Company’s officers and directors. None of the Company’s Sponsor, affiliate of the Sponsor, officers or directors are under any obligation to loan the Company funds. The uncertainty regarding the lack of resources to pay the above noted expenses raises substantial doubt about the Company’s ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be unable to continue operations. |
Significant Accounting Policies
Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2016 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | Significant Accounting Policies The accompanying unaudited condensed consolidated financial statements are 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 Securities and Exchange Commission (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 consolidated 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 interim results for the period ended September 30, 2016 are not necessarily indicative of the results that may be expected for the year ending December 31, 2016 or any other period. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the Company’s financial statements and notes thereto included in the Company’s annual report filed with the SEC on March 30, 2016 The accompanying unaudited condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary, Merger Sub. All significant intercompany balances and transactions have been eliminated in consolidation. The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, Earnings Per Share. Net loss per share is computed by dividing net loss by the weighted average number of common shares outstanding during the period. Shares of common stock subject to possible redemption at September 30, 2016 and 2015 have been excluded from the calculation of basic loss per share since such shares, if redeemed, only participate in their pro rata share of the Trust Account earnings. At September 30, 2015 the weighted average shares were retroactively restated to reflect a stock dividend of 0.2 shares for each outstanding share of common stock on July 29, 2015 (Note 4) and reduced for the effect of an aggregate of 675,000 shares held by the initial stockholder that were subject to forfeiture. As a result of the underwriters’ election to exercise part of their over-allotment option on July 29, 2015, 500,000 founder shares were no longer subject to forfeiture and are therefore included in the calculation of basic loss per share at September 30, 2015. At September 30, 2016 and 2015 the Company had outstanding warrants to purchase 16,750,000 The Company follows the guidance in FASB ASC 820, Fair Value Measurements and Disclosures for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period. The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability. Description Level September 30, 2016 Assets: Cash and cash equivalents held in the Trust Account 1 $ 200,078,598 Financial instruments that potentially subject the Company to concentration of credit risk consist of cash accounts in a financial institution which exceeds the Federal depository insurance coverage of $ 250,000 The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. At September 30, 2016, the assets held in the Trust Account were held in cash and in a money market fund that invests solely in United States Treasuries compliant with Rule 2a-7 under the Investment Company Act. The preparation of the 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 revenue and expenses during the reporting period. Actual results could differ from those estimates. The Company complies with the accounting and reporting requirements of FASB ASC 740, Income Taxes (“ASC 740”), 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 and are 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. As of September 30, 2016, a full valuation allowance has been established against the deferred tax asset. ASC 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. There were no uncertain tax benefits as of September 30, 2016. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties at September 30, 2016. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company may be subject to potential examination by U.S. federal, U.S. states 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. The income tax provision was deemed to be immaterial as of September 30, 2016. The Company is incorporated in the State of Delaware and is required to pay franchise taxes to the State of Delaware. 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 |
Sep. 30, 2016 | |
Equity [Abstract] | |
Public Offering | Public Offering Public Units Pursuant to the Public Offering on August 4, 2015, the Company sold 20,000,000 10.00 2,000,000 200,000,000 11.50 16,750,000 6,750,000 10,000,000 The Public Warrants are issued in registered form under a warrant agreement between Continental Stock Transfer & Trust Company, as warrant agent, and the Company. The Company did not register the shares of common stock issuable upon exercise of the Public Warrants under the Securities Act or any state securities law. The Company will use its best efforts to file a new registration statement for the shares of common stock issuable upon exercise of the Public Warrants under the Securities Act, following the completion of its initial Business Combination. If the shares issuable upon exercise of the Public Warrants are not registered under the Securities Act by the 60th business day following the closing of the initial Business Combination, the Company will be required to permit holders to exercise their Public Warrants on a cashless basis during the period beginning on the 61st business day after the closing of the initial Business Combination and ending upon such registration being declared effective by the SEC. However, no warrant will be exercisable for cash or on a cashless basis, and the Company will not be obligated to issue any shares to holders seeking to exercise their warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of the exercising holder, or an exemption is available. If such issuance is not so registered or qualified and no exemption is available under the securities laws of the state of the exercising holder, such holder would not be able to exercise its warrants and the Company could still redeem such holder's warrants. Notwithstanding the above, if the common stock is at the time of any exercise of a Public Warrant not listed on a national securities exchange such that it satisfies the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, it will not be required to file or maintain in effect a registration statement or register or qualify the shares under applicable state securities laws. Once the Public Warrants become exercisable, the Company may redeem the outstanding Public Warrants (except as described herein with respect to the Private Placement Warrants discussed in Note 4) (i) in whole and not in part, (ii) at a price of $0.01 per warrant; (iii) upon a minimum of 30 days’ prior written notice of redemption; and (iv) if, and only if, the last sale price of the common stock equals or exceeds $18.00 per share for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company send the notice of redemption to the Public Warrant holders. The Company will not redeem the Public Warrants unless an effective registration statement under the Securities Act covering the shares of common stock issuable upon exercise of the Public Warrants is effective and a current prospectus relating to those shares of common stock is available throughout the 30-day redemption period, except if the Public Warrants may be exercised on a cashless basis and such cashless exercise is exempt from registration under the Securities Act. If and when the Public Warrants become redeemable by the Company, the Company may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities law. If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis.” In such event, each holder would pay the exercise price by surrendering their Public Warrants for that number of shares of common stock equal to the quotient obtained by dividing (x) the product of the number of shares of common stock underlying the warrants, multiplied by the difference between the exercise price of the Public Warrants and the “fair market value” (defined below) by (y) the fair market value. The “fair market value” shall mean the average reported last sale price of the common stock for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of Public Warrants. In no event will the Company be required to net cash settle any Public Warrant, or issue securities or other compensation in exchange for the Public Warrants in the event that the Company is unable to register or qualify the shares underlying the Public Warrants under applicable state securities laws. |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2016 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Related Party Transactions Founder Shares On May 4, 2015, the Sponsor purchased 4,312,500 25,000 .006 0.2 5,175,000 20,000,000 175,000 20 . The Founder Shares are identical to the common stock included in the Units sold in the Public Offering except that (1) the Founder Shares are subject to certain restrictions, as described in more detail below, and (2) the initial stockholders have agreed (i) to waive their redemption rights with respect to their Founder Shares in connection with the completion of the initial Business Combination and (ii) to waive their rights to liquidating distributions from the Trust Account with respect to their Founder Shares if the Company fails to complete its initial Business Combination within 24 months from the closing of the Public Offering (although they will be entitled to liquidating distributions from the Trust Account with respect to any Public Shares they hold if the Company fails to complete its Business Combination within the prescribed time frame). If the Company submits its initial Business Combination to the public stockholders for a vote, the initial stockholders have agreed to vote their Founder Shares and any Public Shares purchased during or after the Public Offering in favor of the initial Business Combination. The initial stockholders have agreed not to transfer, assign or sell any of their Founder Shares until one year after the date of the consummation of the initial Business Combination or earlier if subsequent to the initial Business Combination, (i) the last sale price of the common stock 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 commencing at least 150 days after the initial Business Combination or (ii) the Company consummates a subsequent liquidation, merger, stock exchange or other similar transaction which results in all of the stockholders having the right to exchange their shares of common stock for cash, securities or other property. Private Placement Warrants The Sponsor purchased from the Company an aggregate of 6,750,000 11.50 1.00 6,750,000 The holders of the Founder Shares, Private Placement Warrants and Warrants that may be issued upon conversion of working capital loans, discussed below, will have registration rights to require the Company to register a sale of any of the securities held by them pursuant to a registration rights agreement executed on July 29, 2015. The holders of the majority of these securities are entitled to make up to three demands, excluding short form registration demands, that the Company register such securities for sale under the Securities Act. In addition, these holders will have “piggy-back” registration rights to include such securities in other registration statements filed by the Company 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. Administrative Service Agreement The Company entered into an agreement to pay an affiliate of our Sponsor, Easterly Capital, LLC, a total of $ 10,000 30,000 90,000 40,000 Related Party Advances During the period ending December 31, 2015, an affiliate of the Sponsor advanced an aggregate of $ 46,037 For the three and nine months ended September 30, 2016, an affiliate of the Sponsor advanced an aggregate of $ 39,319 136,653 107,920 Sponsor Loans On March 17, 2016, the Company issued a convertible promissory note to the Sponsor that provides for the Sponsor to loan the Company up to $1,000,000 for ongoing expenses. On March 17, 2016, the Company borrowed $ 15,000 5 August 4, 2017 1.00 11.50 15,000 410 In addition, in order to finance transaction costs in connection with an intended initial Business Combination, the Sponsor, an affiliate of the Sponsor or certain of the officers and directors may, but are not obligated to, loan the Company additional funds as may be required. If the Company completes the initial Business Combination, the Company would repay such loaned amounts out of the proceeds of the Trust Account released. Otherwise, such loans would be repaid only out of funds held outside the Trust Account. In the event that the initial Business Combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay such loaned amounts but no proceeds from the Trust Account would be used to repay such loaned amounts. Up to $ 1,000,000 |
Commitments
Commitments | 9 Months Ended |
Sep. 30, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments | Commitments The underwriters are entitled to underwriting commissions of 6.0 2.5 5,000,000 3.5 7,000,000 |
Proposed Sungevity Business Com
Proposed Sungevity Business Combination | 9 Months Ended |
Sep. 30, 2016 | |
Business Combinations [Abstract] | |
Proposed Sungevity Business Combination | 6. Proposed Sungevity Business Combination On June 28, 2016, the Company entered into the Merger Agreement, which provides for the merger (the “Merger”) of Merger Sub with and into Sungevity, with Sungevity surviving the Merger as a wholly-owned subsidiary of the Company. Concurrently with the signing of the Merger Agreement, the Company entered into a voting agreement, by and between the Company and certain stockholders of Sungevity, pursuant to which each such stockholder of Sungevity has agreed to vote its voting shares of Sungevity capital stock for the adoption of the Merger Agreement and the transactions contemplated thereby. On September 20, 2016, the Company entered into Amendment No. 1 to the Merger Agreement, which amended the Merger Agreement to, among other things, remove the condition to closing that the Company have available at least $75.0 million of available cash, including in the Company’s trust account after giving effect to redemptions of shares of the Company’s common stock at the closing of the Merger or otherwise; permit Sungevity to incur an additional $20,000,000 of indebtedness; permit the repayment by Sungevity of certain of its indebtedness at the closing of the Merger; permit Sungevity to amend its certificate of incorporation to increase the number of its authorized shares of capital stock; correct certain language in the Merger Agreement relating to the exchange of certificated and book-entry Sungevity shares in the Merger; update certain representations relating to required Company stockholder approvals; and conform certain exhibits to the Merger Agreement to the forms included in the preliminary joint proxy and consent solicitation statement/prospectus filed by the Company with its registration statement on Form S-4 filed on July 20, 2016. On November 3, 2016, the Company entered into Amendment No. 2, which amended the Merger Agreement to (i) decrease the amount of shares of Company common stock issuable to the stockholders of Sungevity at the closing of the merger of Merger Sub pursuant to the Merger Agreement from 35,000,000 to 25,001,000 shares; (ii) decrease proportionally the number of shares of Company common stock that will be placed at the closing of the Merger into an escrow account from 3,250,000 to 2,375,095 shares; (iii) decrease proportionally the fixed component of the Termination Fee (as defined in the Merger Agreement) from $12,000,000 to $8,570,000; (iv) extend the date by which the Merger Agreement could be terminated by the Company or Sungevity if the Merger has not been completed by such date from November 12, 2016 to December 30, 2016; (v) permit Sungevity to incur up to (A) $10,000,000 of additional indebtedness pursuant to a secured revolving credit facility, (B) $5,000,000 of additional indebtedness pursuant to a subordinated secured or unsecured term loan, and (C) $10,000,000 of additional indebtedness pursuant to convertible promissory notes that convert into Sungevity Series D preferred stock; (vi) permit the issuance of additional warrants to acquire Sungevity Series D preferred stock in connection with the incurrence of the additional indebtedness described in the foregoing clause (v); and (vii) provide for an additional new independent director to be appointed to the Board of Directors of the Company upon the consummation of the Merger. Pursuant to the Merger Agreement, upon the effectiveness of the Merger (the “Effective Time”), all shares of Sungevity stock then outstanding (the “Sungevity Stock”) will be converted into common stock of the Company. Additionally, each outstanding option to acquire shares of the Sungevity stock issued under any of Sungevity’s equity compensation plans (“Sungevity Options”) will be cancelled and extinguished. Holders of vested Sungevity Options and Sungevity common stock shall be entitled to receive a portion of up to 1,250,050 As a result of the Merger, holders of Sungevity Stock, Sungevity Warrants, Sungevity Options and Sungevity Convertible Notes will receive in the aggregate 25,001,000 700,000 |
Equity
Equity | 9 Months Ended |
Sep. 30, 2016 | |
Equity [Abstract] | |
Equity | 7. Equity The Company is authorized to issue up to 100,000,000 0.0001 6,272,876 18,727,124 The Company is authorized to issue up to 1,000,000 0.0001 |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2016 | |
Subsequent Events [Abstract] | |
Subsequent Events | 8. Subsequent Events Management of the Company evaluated events that have occurred after the balance sheet date of September 30, 2016 but before the condensed consolidated financial statements were available to be issued. Except as disclosed in the notes above, management did not identify any recognized or non-recognized subsequent event that would have required adjustment or disclosure in the financial statements. |
Significant Accounting Polici14
Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2016 | |
Accounting Policies [Abstract] | |
Basis of Accounting, Policy [Policy Text Block] | Basis of Presentation The accompanying unaudited condensed consolidated financial statements are 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 Securities and Exchange Commission (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 consolidated 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 interim results for the period ended September 30, 2016 are not necessarily indicative of the results that may be expected for the year ending December 31, 2016 or any other period. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the Company’s financial statements and notes thereto included in the Company’s annual report filed with the SEC on March 30, 2016 |
Consolidation, Policy [Policy Text Block] | Principles of Consolidation The accompanying unaudited condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary, Merger Sub. All significant intercompany balances and transactions have been eliminated in consolidation. |
Earnings Per Share, Policy [Policy Text Block] | Net Loss per Share of Common Stock The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, Earnings Per Share. Net loss per share is computed by dividing net loss by the weighted average number of common shares outstanding during the period. Shares of common stock subject to possible redemption at September 30, 2016 and 2015 have been excluded from the calculation of basic loss per share since such shares, if redeemed, only participate in their pro rata share of the Trust Account earnings. At September 30, 2015 the weighted average shares were retroactively restated to reflect a stock dividend of 0.2 shares for each outstanding share of common stock on July 29, 2015 (Note 4) and reduced for the effect of an aggregate of 675,000 shares held by the initial stockholder that were subject to forfeiture. As a result of the underwriters’ election to exercise part of their over-allotment option on July 29, 2015, 500,000 founder shares were no longer subject to forfeiture and are therefore included in the calculation of basic loss per share at September 30, 2015. At September 30, 2016 and 2015 the Company had outstanding warrants to purchase 16,750,000 |
Fair Value of Financial Instruments, Policy [Policy Text Block] | Fair Value of Financial Instruments The Company follows the guidance in FASB ASC 820, Fair Value Measurements and Disclosures for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period. The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability. Description Level September 30, 2016 Assets: Cash and cash equivalents held in the Trust Account 1 $ 200,078,598 |
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 exceeds the Federal depository insurance coverage of $ 250,000 |
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. At September 30, 2016, the assets held in the Trust Account were held in cash and in a money market fund that invests solely in United States Treasuries compliant with Rule 2a-7 under the Investment Company Act. |
Use of Estimates, Policy [Policy Text Block] | Use of Estimates The preparation of the 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 revenue and expenses during the reporting period. Actual results could differ from those estimates. |
Income Tax, Policy [Policy Text Block] | Income Taxes The Company complies with the accounting and reporting requirements of FASB ASC 740, Income Taxes (“ASC 740”), 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 and are 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. As of September 30, 2016, a full valuation allowance has been established against the deferred tax asset. ASC 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. There were no uncertain tax benefits as of September 30, 2016. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties at September 30, 2016. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company may be subject to potential examination by U.S. federal, U.S. states 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. The income tax provision was deemed to be immaterial as of September 30, 2016. |
Franchise Taxes, Policy [Policy Text Block] | Franchise Taxes The Company is incorporated in the State of Delaware and is required to pay franchise taxes to the State of Delaware. |
New Accounting Pronouncements, Policy [Policy Text Block] | Recent Accounting Pronouncements Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements. |
Significant Accounting Polici15
Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Accounting Policies [Abstract] | |
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis [Table Text Block] | Description Level September 30, 2016 Assets: Cash and cash equivalents held in the Trust Account 1 $ 200,078,598 |
Organization and Business Ope16
Organization and Business Operations (Details Textual) - USD ($) | Aug. 04, 2015 | Jul. 29, 2015 | Sep. 30, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Apr. 28, 2015 |
Proceeds from Issuance of Private Placement | $ 6,750,000 | |||||
Amount held in trust account upon closing of offering | 200,000,000 | |||||
Description Of Redemption Obligation | the Public Offering (subject to the requirements of applicable law) and (iii) the redemption of shares in connection with a vote seeking to amend Section 9.2(d) of the amended and restated certificate of incorporation in a manner that would affect the substance or timing of the Company’s obligation to redeem 100% of the Public Shares if the Company does not complete an initial Business Combination within 24 months from the closing of the Public Offering | |||||
Proceeds from Interest Received | $ 190,967 | |||||
Interest To Pay Dissolution Expenses | 100,000 | |||||
Percentage Of Increase in Public Offering | 20.00% | |||||
Share Price | $ 10 | |||||
Minimum net tangible asset required for business combination | 5,000,001 | |||||
Proceeds From Initial Public Offering Net Of Underwriters Discount | $ 195,000,000 | |||||
Number of warrants issued in private placement | 6,750,000 | |||||
Assets Held-in-trust, Noncurrent | 200,078,598 | |||||
Cash and Cash Equivalents, at Carrying Value, Total | 53,255 | $ 272,666 | $ 1,100,220 | $ 0 | ||
Working Capital Deficit | 718,342 | |||||
Underwriters Discount | $ 5,000,000 | |||||
Cost of Reimbursable Expense | 984,045 | |||||
Reimbursable Costs, Current | 708,094 | |||||
Costs Reimbursed During Period | 275,951 | |||||
IPO [Member] | ||||||
Assets Held-in-trust, Noncurrent | $ 200,078,598 | |||||
Price Per Share Of Common Stock In Public Offering | $ 10 | |||||
Number Of Common Stock Sold In Connection With Initial Public Offering | 20,000,000 |
Significant Accounting Polici17
Significant Accounting Policies (Details) | Sep. 30, 2016USD ($) |
Fair Value, Inputs, Level 1 [Member] | Fair Value, Measurements, Recurring [Member] | |
Assets: | |
Cash and cash equivalents held in the Trust Account | $ 200,078,598 |
Significant Accounting Polici18
Significant Accounting Policies (Details Textual) - USD ($) | 1 Months Ended | 3 Months Ended | 5 Months Ended | 9 Months Ended | |
Jul. 29, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2015 | Sep. 30, 2016 | |
Federal Depository Insurance Coverage | $ 250,000 | ||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 16,750,000 | 16,750,000 | |||
Weighted Average Shares, Retrospective Stock Dividend Effect On Outstanding Common Stock, Description | the weighted average shares were retroactively restated to reflect a stock dividend of 0.2 shares for each outstanding share of common stock on July 29, 2015 (Note 4) and reduced for the effect of an aggregate of 675,000 shares held by the initial stockholder that were subject to forfeiture. | ||||
Weighted Average Number of Shares Outstanding, Basic and Diluted | 6,220,297 | 5,492,989 | 5,089,387 | 6,203,870 | |
Founder Shares [Member] | |||||
Weighted Average Number of Shares Outstanding, Basic and Diluted | 500,000 |
Public Offering (Details Textua
Public Offering (Details Textual) - USD ($) | Aug. 04, 2015 | Jul. 29, 2015 | Sep. 30, 2016 |
Class of Warrant or Right, Outstanding | 16,750,000 | ||
IPO [Member] | |||
Number of units sold in connection with initial public offering | 20,000,000 | ||
Proceeds from Issuance Initial Public Offering | $ 200,000,000 | ||
Unit Description | Each Unit consists of one share of the Company’s common stock (“Public Shares”), $0.0001 par value, and one-half of one redeemable warrant (“Public Warrant”) | ||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 11.50 | ||
Class of Warrant or Right, Outstanding | 10,000,000 | ||
Class of Warrants and Rights Exercisable, Description | Once the Public Warrants become exercisable, the Company may redeem the outstanding Public Warrants (except as described herein with respect to the Private Placement Warrants discussed in Note 4) (i) in whole and not in part, (ii) at a price of $0.01 per warrant; (iii) upon a minimum of 30 days’ prior written notice of redemption; and (iv) if, and only if, the last sale price of the common stock equals or exceeds $18.00 per share for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company send the notice of redemption to the Public Warrant holders. | ||
Price per unit in initial public offering | $ 10 | ||
Over-Allotment Option [Member] | |||
Number of units sold in connection with initial public offering | 2,000,000 | 20,000,000 | |
Initial Shareholder [Member] | |||
Class of Warrant or Right, Outstanding | 6,750,000 |
Related Party Transactions (Det
Related Party Transactions (Details Textual) - USD ($) | Aug. 04, 2015 | May 04, 2015 | Mar. 17, 2016 | Jul. 29, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2015 | Dec. 31, 2015 | Sep. 30, 2016 | Sep. 30, 2015 |
Related Party Transaction [Line Items] | ||||||||||
Administrative Fees Expense Per Month | $ 10,000 | |||||||||
Due to Related Parties, Current, Total | $ 147,920 | $ 18,067 | $ 147,920 | |||||||
Payment Of Offering Costs Through Advance From Related Party | $ 46,037 | 0 | ||||||||
Proceeds from Convertible Debt | $ 0 | 15,000 | ||||||||
Interest Payable, Current | 410 | 410 | ||||||||
Payment or Payables for Administrative Fees | 30,000 | 90,000 | ||||||||
Administrative Service Agreement [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Due to Related Parties, Current, Total | 40,000 | 40,000 | ||||||||
Over-Allotment Option [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Number of units sold in connection with initial public offering | 2,000,000 | 20,000,000 | ||||||||
Sponsor Loans [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Due to Related Parties, Current, Total | 107,920 | 107,920 | ||||||||
Payment Of Offering Costs Through Advance From Related Party | $ 39,319 | $ 46,037 | $ 136,653 | |||||||
Sponsor Loans [Member] | Convertible Promissory Note [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Conversion Price | $ 1 | |||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 11.50 | |||||||||
Potential Convertible Debt | $ 1,000,000 | |||||||||
Proceeds from Convertible Debt | $ 15,000 | |||||||||
Debt Instrument, Interest Rate, Effective Percentage | 5.00% | |||||||||
Debt Instrument, Maturity Date | Aug. 4, 2017 | |||||||||
Long-term Debt | $ 15,000 | $ 15,000 | ||||||||
Founder Shares [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Shares Issued, Price Per Share | $ 0.006 | |||||||||
Stock Dividend | 0.2 | |||||||||
Common Stock, Shares, Outstanding | 5,175,000 | |||||||||
Shares Forfeited Subsequent To Expiration Of Underwriters Remaining Over Allotment Option | 175,000 | |||||||||
Sale of Stock, Number of Shares Issued in Transaction | 4,312,500 | |||||||||
Sale of Stock, Consideration Received Per Transaction | $ 25,000 | |||||||||
Description Of Founder Shares | The initial stockholders have agreed not to transfer, assign or sell any of their Founder Shares until one year after the date of the consummation of the initial Business Combination or earlier if subsequent to the initial Business Combination, (i) the last sale price of the common stock 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 commencing at least 150 days after the initial Business Combination or (ii) the Company consummates a subsequent liquidation, merger, stock exchange or other similar transaction which results in all of the stockholders having the right to exchange their shares of common stock for cash, securities or other property. | |||||||||
Stockholders Equity Percentage Of Shares Held By Sponsor | 20.00% | |||||||||
Founder Shares [Member] | Private Placement [Member] | ||||||||||
Related Party Transaction [Line Items] | ||||||||||
Warrants Issued | 6,750,000 | |||||||||
Price Per Warrant Issued | $ 1 | |||||||||
Warrants Issued Value | $ 6,750,000 | |||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 11.50 |
Commitments (Details Textual)
Commitments (Details Textual) | 9 Months Ended |
Sep. 30, 2016USD ($) | |
Other Commitments [Line Items] | |
Underwriting Commission | 6.00% |
Underwriting Commitments, Paid Percentage | 2.50% |
Underwriting Commitments, Deferred Percentage | 3.50% |
Underwriting Commitments, Paid Amount | $ 5,000,000 |
Underwriting Commitments, Deferred Amount | $ 7,000,000 |
Proposed Sungevity Business C22
Proposed Sungevity Business Combination (Details Textual) - shares | Nov. 03, 2016 | Sep. 20, 2016 | Jun. 28, 2016 |
Sungevity Stock [Member] | |||
Business Acquisition, Equity Interests Issued or Issuable [Line Items] | |||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | 1,250,050 | ||
Sungevity Stock, Sungevity Warrants, Sungevity Options And Sungevity Convertible Notes [Member] | |||
Business Acquisition, Equity Interests Issued or Issuable [Line Items] | |||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | 25,001,000 | ||
Sungevity Employees [Member] | |||
Business Acquisition, Equity Interests Issued or Issuable [Line Items] | |||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | 700,000 | ||
Merger Agreement Amendment Two [Member] | Sungevity, Inc [Member] | Subsequent Event [Member] | |||
Business Acquisition, Equity Interests Issued or Issuable [Line Items] | |||
Merger Agreement Amendement,Description | Company entered into Amendment No. 2, which amended the Merger Agreement to (i) decrease the amount of shares of Company common stock issuable to the stockholders of Sungevity at the closing of the merger of Merger Sub pursuant to the Merger Agreement from 35,000,000 to 25,001,000 shares; (ii) decrease proportionally the number of shares of Company common stock that will be placed at the closing of the Merger into an escrow account from 3,250,000 to 2,375,095 shares; (iii) decrease proportionally the fixed component of the Termination Fee (as defined in the Merger Agreement) from $12,000,000 to $8,570,000; (iv) extend the date by which the Merger Agreement could be terminated by the Company or Sungevity if the Merger has not been completed by such date from November 12, 2016 to December 30, 2016; (v) permit Sungevity to incur up to (A) $10,000,000 of additional indebtedness pursuant to a secured revolving credit facility, (B) $5,000,000 of additional indebtedness pursuant to a subordinated secured or unsecured term loan, and (C) $10,000,000 of additional indebtedness pursuant to convertible promissory notes that convert into Sungevity Series D preferred stock; (vi) permit the issuance of additional warrants to acquire Sungevity Series D preferred stock in connection with the incurrence of the additional indebtedness described in the foregoing clause (v); and (vii) provide for an additional new independent director to be appointed to the Board of Directors of the Company upon the consummation of the Merger. | ||
Merger Agreement Amendment One [Member] | Sungevity, Inc [Member] | |||
Business Acquisition, Equity Interests Issued or Issuable [Line Items] | |||
Merger Agreement Amendement,Description | Company entered into Amendment No. 1 to the Merger Agreement, which amended the Merger Agreement to, among other things, remove the condition to closing that the Company have available at least $75.0 million of available cash, including in the Company’s trust account after giving effect to redemptions of shares of the Company’s common stock at the closing of the Merger or otherwise; permit Sungevity to incur an additional $20,000,000 of indebtedness; permit the repayment by Sungevity of certain of its indebtedness at the closing of the Merger; permit Sungevity to amend its certificate of incorporation to increase the number of its authorized shares of capital stock; correct certain language in the Merger Agreement relating to the exchange of certificated and book-entry Sungevity shares in the Merger; update certain representations relating to required Company stockholder approvals; and conform certain exhibits to the Merger Agreement to the forms included in the preliminary joint proxy and consent solicitation statement/prospectus filed by the Company with its registration statement on Form S-4 filed on July 20, 2016 |
Equity (Details Textual)
Equity (Details Textual) - $ / shares | Sep. 30, 2016 | Dec. 31, 2015 |
Common Stock [Member] | ||
Class of Stock [Line Items] | ||
Common Stock, Shares Authorized | 100,000,000 | 100,000,000 |
Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 |
Common Stock, Shares, Issued | 6,272,876 | 6,183,643 |
Common Stock, Shares, Outstanding | 6,272,876 | 6,183,643 |
Common stock subject to possible redemption Shares | 18,727,124 | 18,816,357 |
Preferred Stock [Member] | ||
Class of Stock [Line Items] | ||
Preferred Stock, Shares Authorized | 1,000,000 | 1,000,000 |
Preferred Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 |
Preferred Stock, Shares Issued | 0 | 0 |
Preferred Stock, Shares Outstanding | 0 | 0 |