Document And Entity Information
Document And Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2017 | Mar. 08, 2018 | Jun. 30, 2017 | |
Document Information [Line Items] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2017 | ||
Document Fiscal Year Focus | 2,017 | ||
Document Fiscal Period Focus | FY | ||
Entity Registrant Name | Easterly Acquisition Corp. | ||
Entity Central Index Key | 1,641,197 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Accelerated Filer | ||
Entity Public Float | $ 201,000,000 | ||
Trading Symbol | EACQU | ||
Entity Common Stock, Shares Outstanding | 20,022,612 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 |
Current assets | ||
Cash | $ 13,874 | $ 24,571 |
Prepaid expenses | 7,347 | 18,118 |
Other receivables, net | 0 | 279,619 |
Total current assets | 21,221 | 322,308 |
Cash and cash equivalents held in Trust Account - restricted | 151,208,413 | 200,102,350 |
Total assets | 151,229,634 | 200,424,658 |
Current liabilities | ||
Accounts payable and accrued expenses | 1,704,738 | 1,709,260 |
Due to affiliate | 575,405 | 222,670 |
Total current liabilities | 2,280,143 | 1,931,930 |
Convertible note - due to Sponsor | 614,371 | 15,607 |
Deferred underwriting fee | 7,000,000 | 7,000,000 |
Total liabilities | 9,894,514 | 8,947,537 |
Commitments | ||
Common stock, subject to possible redemption or tender, 13,544,944 and 18,638,173 shares at redemption value at December 31, 2017 and December 31, 2016, respectively | 136,335,119 | 186,477,120 |
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; 6,477,668 and 6,361,827 shares issued and outstanding (excludes 13,544,944 and 18,638,173 shares subject to possible redemption) at December 31, 2017 and December 31, 2016, respectively | 648 | 636 |
Additional paid-in capital | 8,022,478 | 7,780,100 |
Accumulated deficit | (3,023,125) | (2,780,735) |
Total stockholders' equity | 5,000,001 | 5,000,001 |
Total liabilities and stockholders' equity | $ 151,229,634 | $ 200,424,658 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Dec. 31, 2017 | Dec. 31, 2016 |
Common Stock [Member] | ||
Common stock subject to possible redemption Shares | 13,544,944 | 18,638,173 |
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 | 6,477,668 | 6,361,827 |
Common Stock, Shares, Outstanding | 6,477,668 | 6,361,827 |
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 |
CONSOLIDATED STATEMENT OF OPERA
CONSOLIDATED STATEMENT OF OPERATIONS - USD ($) | 8 Months Ended | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2017 | Dec. 31, 2016 | |
Operating costs | $ (982,344) | $ (1,293,499) | $ (1,812,645) |
State franchise taxes | (121,858) | (181,118) | (182,685) |
Loss from operations | (1,104,202) | (1,474,617) | (1,995,330) |
Other income - interest income | 9,918 | 1,232,227 | 308,879 |
Net loss | $ (1,094,284) | $ (242,390) | $ (1,686,451) |
Weighted average number of common shares outstanding, basic and diluted | 5,469,153 | 6,412,873 | 6,221,263 |
Basic and diluted net loss per share | $ (0.20) | $ (0.19) | $ (0.29) |
CONSOLIDATED STATEMENT OF CHANG
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY - USD ($) | Total | Common Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] |
Balance Beginning at Apr. 28, 2015 | $ 0 | $ 0 | $ 0 | $ 0 |
Balance Beginning (In Shares) at Apr. 28, 2015 | 0 | |||
Sale of common stock to Sponsor | 25,000 | $ 517 | 24,483 | 0 |
Sale of common stock to Sponsor (In Shares) | 5,175,000 | |||
Sale of 20,000,000 Units, net of underwriters’ commissions | 188,000,000 | $ 2,000 | 187,998,000 | 0 |
Sale of 20,000,000 Units, net of underwriters’ commissions (In Shares) | 20,000,000 | |||
Proceeds from issuance of Private Placement Warrants | 6,750,000 | $ 0 | 6,750,000 | 0 |
Offering expenses | (517,145) | 0 | (517,145) | 0 |
Forfeiture of initial stockholder's shares pursuant to partial exercise of underwriters’ over-allotment | 0 | $ (18) | 18 | 0 |
Forfeiture of initial stockholder's shares pursuant to partial exercise of underwriters’ over-allotment (In Shares) | (175,000) | |||
Common stock subject to possible redemption or tender | (188,163,570) | $ (1,881) | (188,161,689) | 0 |
Common stock subject to possible redemption or tender (In Shares) | (18,816,357) | |||
Net loss | (1,094,284) | $ 0 | 0 | (1,094,284) |
Balance Ending at Dec. 31, 2015 | 5,000,001 | $ 618 | 6,093,667 | (1,094,284) |
Balance Ending (In Shares) at Dec. 31, 2015 | 6,183,643 | |||
Common stock subject to possible redemption or tender | 1,686,451 | $ 18 | 1,686,433 | 0 |
Common stock subject to possible redemption or tender (In Shares) | 178,184 | |||
Net loss | (1,686,451) | $ 0 | 0 | (1,686,451) |
Balance Ending at Dec. 31, 2016 | 5,000,001 | $ 636 | 7,780,100 | (2,780,735) |
Balance Ending (In Shares) at Dec. 31, 2016 | 6,361,827 | |||
Redemption of 4,977,388 shares of common stock | (49,899,611) | $ (498) | (49,899,113) | 0 |
Redemption of 4,977,388 shares of common stock (In Shares) | (4,977,388) | |||
Common stock subject to possible redemption or tender | 50,142,001 | $ 510 | 50,141,491 | 0 |
Common stock subject to possible redemption or tender (In Shares) | 5,093,229 | |||
Net loss | (242,390) | $ 0 | 0 | (242,390) |
Balance Ending at Dec. 31, 2017 | $ 5,000,001 | $ 648 | $ 8,022,478 | $ (3,023,125) |
Balance Ending (In Shares) at Dec. 31, 2017 | 6,477,668 |
CONSOLIDATED STATEMENT OF CASH
CONSOLIDATED STATEMENT OF CASH FLOWS - USD ($) | 8 Months Ended | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2017 | Dec. 31, 2016 | |
Cash flows from operating activities: | |||
Net loss | $ (1,094,284) | $ (242,390) | $ (1,686,451) |
Adjustments to reconcile net loss to net cash used in operating activities: | |||
Interest on cash and cash equivalents held in Trust Account | (9,918) | (1,232,227) | (308,879) |
Provision for uncollectible other receivables | 0 | 278,135 | 278,135 |
Changes in operating assets and liabilities: | |||
Prepaid expenses | (96,506) | 10,771 | 78,388 |
Other receivables | (69,464) | 1,484 | (488,290) |
Accounts payable and accrued expenses | 266,916 | (4,522) | 1,442,344 |
Due to affiliate | 18,067 | 352,735 | 205,210 |
Interest on convertible note to Sponsor | 0 | 18,764 | 0 |
Net cash used in operating activities | (985,189) | (817,250) | (479,543) |
Cash flows from investing activities: | |||
Cash held in Trust Account - restricted | (200,000,000) | 0 | |
Cash released from Trust Account - redemption of shares of common stock | 0 | 49,899,611 | 0 |
Interest income released from Trust Account for franchise taxes | 0 | 226,553 | 216,448 |
Net cash provided by (used in) investing activities | (200,000,000) | 50,126,164 | 216,448 |
Cash flows from financing activities: | |||
Proceeds from issuance of common stock to initial stockholder | 25,000 | 0 | 0 |
Proceeds from sale of Units, net of underwriting commissions paid | 175,500,000 | 0 | 0 |
Proceeds from sale of over-allotment Units, net of underwriting commissions paid | 19,500,000 | 0 | 0 |
Proceeds from sale of Private Placement Warrants | 6,750,000 | 0 | 0 |
Payment of offering expenses | (471,108) | 0 | 0 |
Proceeds from promissory note - related parties | 0 | 580,000 | 15,000 |
Proceeds of convertible note received from Sponsor | 100,000 | 0 | 0 |
Repayment of advances from affiliate and promissory note - related parties | (146,037) | 0 | 0 |
Redemption of Units | (49,899,611) | 0 | |
Net cash (used in) provided by financing activities | 201,257,855 | (49,319,611) | 15,000 |
Increase (decrease)(Decrease) increase in cash | 272,666 | (10,697) | (248,095) |
Cash at beginning of period | 0 | 24,571 | 272,666 |
Cash at end of period | 272,666 | 13,874 | 24,571 |
Supplemental disclosure of noncash financing activities: | |||
Deferred underwriting fees | 7,000,000 | 0 | 0 |
Payment of offering costs through advance from related party | 46,037 | 0 | 0 |
Change in value of common stock subject to possible redemption | $ 0 | $ (242,390) | $ (1,686,451) |
Organization and Business Opera
Organization and Business Operations | 12 Months Ended |
Dec. 31, 2017 | |
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 December 31, 2017, the Company has neither commenced operations nor generated any revenues to date. All activity through December 31, 2017 relates to the Company’s formation, initial public offering (described below), identifying a target company and engaging in due diligence for 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 7 below, on June 28, 2017, the Company entered into an Investment Agreement (as amended, the “Investment Agreement”) with JH Capital Group Holdings, LLC (“JH Capital”), Jacobsen Credit Holdings, LLC (“Jacobsen Holdings”), Kravetz Capital Funding LLC (“KCF” and, together with Jacobsen Holdings, the “Principal Members”) and NJK Holding LLC (“NJK Holding” and, together with KCF and Jacobsen Holdings, the “Founding Members”), to effect a business combination with JH Capital, a leading specialty finance company in the debt recovery industry. The Company must complete a Business Combination prior to March 31, 2018 (or June 30, 2018 if approved by our stockholders at a special meeting of stockholders) or cease all operations, redeem the public shares of its common stock and dissolve and liquidate its remaining assets to its creditors and remaining stockholders 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 20 195,000,000 5,000,000 6,750,000 6,750,000 See below as well as Note 1 regarding redemptions of common stock and the release of a portion of the funds from the Trust Account in connection with stockholder approvals, in August 2017 and December 2017, to amend the Company’s amended and restated certificate of incorporation to extend the date by which the Company must complete its Business Combination. Trust Account $ 200,000,000 The Company amended and restated its certificate of incorporation on July 28, 2015 and further amended it on August 1, 2017 and December 15, 2017, 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 by March 31, 2018 (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 by March 31, 2018 226,553 On December 8, 2017, the Company and JH Capital entered into a non-interest bearing promissory note (“JH Capital Promissory Note), which would be drawn on January 15, 2018, February 15, 2018 and March 15, 2018 at individual amounts of $0.03 for each share of the Company’s common stock outstanding as of such date, excluding the 5,000,000 Sponsor shares. The Company will contribute this principal into the Trust Account. The contributions will not bear interest and will be repayable by the Company to JH Capital upon consummation of the Company’s initial business combination. On February 14, 2018, the Company’s board of directors approved the second amendment to the Investment Agreement and, on February 14, 2018, the parties executed the second amendment to the Investment Agreement. JH Capital agreed to continue to make the contributions of $0.03 for each public share, for each calendar month or portion thereof, to the Company through the earlier of (A) June 30, 2018 or (B) the date by which the Company is required to dissolve and liquidate the Trust Account in accordance with the terms of the Company’s charter, which will be added to the Trust Account. In order to protect the amounts held in the Trust Account, Messrs. Cody, Crate and Kalichstein, managing principals of an affiliate of the Sponsor have agreed, 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 it, 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 Stockholder Meetings On August 1, 2017, the Company held its annual meeting of stockholders and 23,415,152 of the Company’s 25,000,000 shares were voted in favor of the proposal to amend the Company’s amended and restated certificate of incorporation to extend the date by which the Company had to consummate a Business Combination until December 15, 2017, to change the term of the Company’s directors from two years to one year, and to change the provision with respect to removal of directors to permit removal with or without cause by the affirmative vote of a majority of the Company’s stockholders and the proposal to amend the agreement with respect to the Trust Account to provide for the extension until December 15, 2017. In addition, the Company’s board of directors was reelected. The holders of 4,289,791 10.02 On December 14, 2017, the Company held a special meeting of stockholders and 19,325,891 of the Company’s 20,710,209 shares were voted in favor of the proposal to amend the Company’s amended and restated certificate of incorporation to extend the date by which the Company had to consummate a Business Combination until March 31, 2018, and the proposal to amend the agreement with respect to the Trust Account to provide for the extension until March 31, 2018. The holders of 687,597 10.06 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 December 31, 2017, the amount in the Trust Account is approximately $ 10.07 151,208,413 15,022,612 The Company has until March 31, 2018 (or June 30, 2018 if approved by our stockholders at a special meeting of stockholders) 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 On March 8, 2018, the Company filed a definitive proxy statement to hold a special meeting of the Company’s stockholders on March 29, 2018 for the purposes of extending the date by which the Company has to consummate a Business Combination from March 31, 2018 to June 30, 2018, and amending the Company’s Amended and Restated Investment Management Trust Agreement to extend the date on which to commence liquidating the Trust Account established in connection with the Company’s IPO in the event the Company has not consummated a Business Combination from March 31, 2018 to June 30, 2018. The Company’s Units, common stock and warrants are listed on the Nasdaq Capital Market (“Nasdaq”). The Nasdaq rules 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 Terminated Sungevity Business Combination On June 28, 2016, the Company entered into an Agreement and Plan of Merger (as amended, the “Sungevity Merger Agreement”), by and among the Company, Solaris Merger Sub Inc., Sungevity, Inc. (“Sungevity”), and Shareholder Representative Services LLC, to effect a business combination with Sungevity. On December 31, 2016, the Company terminated the Sungevity Merger Agreement. Pursuant to a letter of intent (the “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, 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 year ended December 31, 2016, the Company incurred $ 909,787 353,517 556,270 278,135 278,135 The remainder of the allowance was first expensed during the year ended December 31, 2016. The Company’s estimate for this loss requires a number of assumptions available to the Company as of the date the consolidated financial statements are issued, about matters that are uncertain and, accordingly, the actual realized amount paid to the Company from the bankruptcy proceedings may be more than $ 0 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 December 31, 2017, the Company had cash of $13,874 held outside the Trust Account and $ 151,208,413 The Company will have available the $ 13,874 At December 31, 2017 the Company has a working capital deficit of $ 2,258,922 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 | 12 Months Ended |
Dec. 31, 2017 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | 2. Significant Accounting Policies The accompanying consolidated financial statements are prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary, Solaris Merger Sub Inc. 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. The Company applies the two-class method in calculating earnings per share. Shares of common stock subject to possible redemption at December 31, 2017 and 2016, which are not currently redeemable and are not redeemable at fair value, have been excluded from the calculation of basic loss per share since such shares, if redeemed, such shares only participate in their pro rata share of the Trust Account earnings. At December 31, 2016 and 2015 the Company had outstanding warrants to purchase 16,750,000 Reconciliation of net loss per common share For the For the For the Net loss $ (242,390) $ (1,686,451) $ (1,094,284) Less: Income attributable to ordinary shares subject to redemption (947,719) (117,601) - Adjusted net loss $ (1,190,109) $ (1,804,052) $ (1,094,284) Weighted average shares outstanding, basic and diluted 6,412,873 6,221,263 5,469,153 Basic and diluted net loss per ordinary share $ (0.19) $ (0.29) $ (0.20) 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. At December 31, 2017, the proceeds of the Trust Account were invested in the Western Asset Institutional U.S. Treasury Reserves money market fund that invests all of its assets in direct obligations of the U.S. Treasury and which is compliant with Rule 2a-7 under the Investment Company Act. The following table presents information about the Trust Account assets that are measured at fair value on a recurring basis and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description Level December 31, Assets: Cash and/or cash equivalents held in the Trust Account 1 $ 151,208,413 The Trust Account assets were held in cash as of December 31, 2016. 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 The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. At December 31, 2017, the assets held in the Trust Account were held in the Western Asset Institutional U.S. Treasury Reserves money market fund that invests solely in United States Treasuries compliant with Rule 2a-7 under the Investment Company Act. Offering Costs The Company complies with the requirements of ASC 340-10-S99-1. Offering costs of $ 517,145 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,” 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 December 31, 2017, a full valuation allowance has been established against the deferred tax asset. FASB 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 December 31, 2017. 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 December 31, 2017. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. 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 December 31, 2017. On December 22, 2017, the United States government enacted comprehensive tax legislation commonly referred to as the Tax Cuts and Jobs Act, or the Tax Act. The Tax Act significantly revises the existing tax law by, among other things, lowering the United States corporate income tax rate from 35 21 21 391,456 The Company is incorporated in the State of Delaware and is required to pay franchise taxes to the State of Delaware on an annual basis. As further discussed in Note 7, on December 28, 2017, the Company issued 888,000 11.50 5 The Company measures nonemployee stock-based awards at grant date based on the fair value of the award. The compensation cost is recognized as expense over the vesting period of the award. The warrant issued to Fortress will be recognized as an expense as it vests but only after the date which is 30 days after the first date on which the Company and JH Capital complete the JH Capital Business Combination. Stock-based awards issued to nonemployees are remeasured until the award vests. The Company uses the Black-Scholes option pricing model to value its warrant awards. Estimating the fair value of warrants requires management to apply judgment and make estimates, including volatility, the expected term of the Company’s warrants, the expected dividend yield and the fair value of the common stock on the measurement date. Expected term The expected term represents the contractual term of the award. Expected volatility Since the stock-based awards reference the stock of the Company after its proposed business combination with JH Capital, the Company estimated the expected volatility from JH Capital’s publicly traded comparable companies operating in the debt buyers/collectors business over a period equal to the expected term of the stock-based award. Risk-free interest rate The risk-free interest rate is based on the yield of a 5 Expected dividend the Company has never paid dividends on the common stock and the Company assumed no dividends will be paid by the Company after business combination, therefore we used an expected dividend yield of zero The Company adjusted the warrants’ fair value on measurement date, as estimated by the Black-Scholes model, to reflect the probability that a business combination with JH Capital will occur. This is due to the fact that if there is no business combination, the warrant will have a value of $ 0 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 consolidated financial statements. |
Public Offering
Public Offering | 12 Months Ended |
Dec. 31, 2017 | |
Equity [Abstract] | |
Public Offering | 3. 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 | 12 Months Ended |
Dec. 31, 2017 | |
Related Party Transactions [Abstract] | |
Related Party Transactions Disclosure | 4. 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 4,289,791 687,597 42,983,883 6,915,728 20 25 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 by March 31, 2018 (or June 30, 2018 if approved by our stockholders at a special meeting of stockholders), 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 initial 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 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 $ 10,000 120,000 50,000 190,000 70,000 Related Party Advances For the year ended December 31, 2017, an affiliate of the Sponsor advanced an aggregate of $ 232,735 181,403 As of December 31, 2017, $ 385,405 These advances are non-interest bearing, unsecured and due on demand. Sponsor Loans Prior to Public Offering, the Sponsor had loaned the Company $ 100,000 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 15,000 250,000 75,000 150,000 30,000 75,000 5 1.00 11.50 595,000 19,371 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 1.00 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 5. Income Taxes December 31, December 31, 2017 2016 Deferred tax asset Provision for uncollectible other receivables $ - $ 94,566 Net operating loss carryforward 632,352 848,392 Total deferred tax asset 632,352 942,958 Valuation allowance (632,352) (942,958) Deferred tax asset, net of allowance $ - $ - For the For the Federal Current $ - $ - Deferred 310,606 (571,663) State and local Current - - Deferred - - Change in valuation allowance (310,606) 571,663 Income tax provision (benefit) $ - $ - As of December 31, 2017, the Company had U.S. federal and state net operating loss carryovers (“NOLs”) of $ 3,011,199 2036 In assessing the realization of the deferred tax assets, management considers whether it is more likely than not that some portion of all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences representing net future deductible amounts become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. After consideration of all of the information available, management believes that significant uncertainty exists with respect to future realization of the deferred tax assets and has therefore established a full valuation allowance. For the year ended December 31, 2017, and December 31, 2016, the change in the valuation allowance was $ (310,606) 571,663 For the For the 2017 2016 Statutory federal income tax rate 34.0 % 34.0 % State and local taxes, net of federal tax benefit 0 % 0 % Other (0.6) % (0.1) % Change in valuation allowance (33.4) % (33.9) % Income tax provision (benefit) 0.0 % 0.0 % On December 22, 2017, the United States government enacted comprehensive tax legislation commonly referred to as the Tax Cuts and Jobs Act, or the Tax Act. The Tax Act significantly revises the existing tax law by, among other things, lowering the United States corporate income tax rate from 35 21 21 391,456 |
Commitments
Commitments | 12 Months Ended |
Dec. 31, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies Disclosure | 6. Commitments The underwriters are entitled to underwriting commissions of 6.0 2.5 5,000,000 3.5 7,000,000 |
Proposed Business Combination w
Proposed Business Combination with JH Capital | 12 Months Ended |
Dec. 31, 2017 | |
Business Combinations [Abstract] | |
Proposed Business Combination with JH Capital | 7. Proposed Business Combination with JH Capital Investment Agreement with JH Capital On June 28, 2017, the Company entered into an Investment Agreement with JH Capital and the Founding Members of JH Capital, which are Jacobsen Credit Holdings, LLC, Kravetz Capital Funding LLC and NJK Holding LLC to effect the Business Combination. Based on the terms and subject to the conditions set forth in the Investment Agreement, at the closing (the “Closing”) of the transactions contemplated by the Investment Agreement, the Company will contribute cash to JH Capital in exchange for newly issued voting Class A Units of JH Capital (“Class A Units”). The Company will receive a number of Class A Units equal to the aggregate number of shares of the Company’s common stock outstanding at the Closing, after giving effect to the redemption of shares of the Company’s common stock by the Company’s public stockholders. At the Closing, the Company will file an amended and restated certificate of incorporation, which will, among other things, reclassify all of the outstanding Company’s common stock as Class A common stock, par value $ 0.0001 0.0001 Prior to the closing of the Business Combination, JH Capital and the Founding Members will effect an internal reorganization after which (i) all of the following companies and their respective direct and indirect subsidiaries are expected to be principally owned directly or indirectly by JH Capital: Credit Control, LLC, Century DS, LLC, New Credit America, LLC, and CreditMax Holdings, LLC (the “JH Group Companies”) and (ii) without duplication of the companies referenced in clause (i), the direct and indirect subsidiaries of Next Level Finance Partners, LLC are expected to be principally owned, directly or indirectly, by JH Capital. Pursuant to the Investment Agreement, the aggregate consideration to be paid to JH Capital for the Class A Units of JH Capital will consist of an amount in cash equal to the cash and cash equivalents held by the Company outside of the Company’s Trust Account, plus the amount of funds contained in the Trust Account, after giving effect to redemptions by the Company’s public stockholders, less deferred underwriting fees payable to Citigroup Global Markets Inc. and fees payable to Cantor Fitzgerald & Co. and Jefferies LLC, less any reasonable (with respect to expenses incurred since April 27, 2017) and documented out-of-pocket transaction expenses of the Company that are accrued and unpaid as of the closing, less any outstanding amount under the Convertible Promissory Note, dated as of March 17, 2016, issued by Easterly to Easterly Acquisition Sponsor, LLC that has not been converted into warrants to purchase Easterly Class A common stock. In addition, 18,700,000 shares of newly-issued Class B common stock will be issued by the Company to the Principal Members and the other Class B members of JH Capital (the Principal Members, together with such other Class B members, the “JH Capital Class B Members”). The JH Capital Class B Members will also be issued 18,700,000 1,000,000 The Company is expected to hold approximately 48.4 51.6 20,138,000 The JH Capital Class B Units may be exchanged for shares of the Company’s Class A common stock on a one-for-one basis (subject to certain adjustments to the exchange ratio) or, at JH Capital’s option, cash, pursuant to the Exchange Agreement that the Company will enter into with JH Capital and the JH Capital Class B Members. Upon any exchange of a JH Capital Class B Unit by a JH Capital Class B Member, one share of the Company’s Class B common stock held by such JH Capital Class B Member will be cancelled by the Company. In connection with the Investment Agreement and the Exchange Agreement, the Company will also enter into the following agreements: (i) a Third Amended and Restated Limited Liability Company Agreement of JH Capital, (ii) a Tax Receivable Agreement relating to the payment to the JH Capital Class B Members of a portion of specified tax savings, and (iii) a Registration Rights Agreement providing registration rights for shares of the Company’s Class A common stock issued upon the exchange of JH Capital Class B Units. Pursuant to a letter agreement among the Company, Easterly Acquisition Sponsor, LLC (the “Sponsor”), JH Capital and the Founding Members, at the closing of the Business Combination, (i) the Founding Members will have the option to purchase at a price of $ 0.005 500,000 2,500,000 2,500,000 0.01 5 exercisable as follows: (x) 1,000,000 shares will be exercisable if the average of the volume weighted averages of the trading price of a share of the Company’s Class A common stock for 10 consecutive trading days is higher than $12.00, (y) an additional 1,000,000 shares will be exercisable if (A) the Company has raised gross proceeds of at least $200,000,000 from the sale of its equity securities, including the gross proceeds released to the Company from the Trust Account and the amount of the Fortress Loan, and (B) the average of the volume weighted averages of the trading price of a share of the Company’s Class A common stock for 10 consecutive trading days is higher than $13.00 and (z) the final 500,000 shares will be exercisable if (A) the Company has raised gross proceeds of at least $200,000,000 from the sale of its equity securities, including the gross proceeds released to the Company from the Trust Account and the amount of the Fortress Loan, and (B) the average of the volume weighted averages of the trading price of a share of the Company’s Class A common stock for 10 consecutive trading days is higher than $14.00 Letter Agreement On December 28, 2017, the Company entered into a Letter Agreement (the “December 28 Letter Agreement”) with JH Capital, Jacobsen Credit Holdings, LLC (“Jacobsen Holdings”), Kravetz Capital Funding LLC (“KCF” and, together with Jacobsen Holdings, the “Principal Members”) and NJK Holding LLC (“NJK Holding” and, together with KCF and Jacobsen Holdings, the “Founding Members”). The December 28 Letter Agreement provided that the Company consented to (i) certain subsidiaries of Jacobsen Holdings entering into the Fortress Loan and the issuance of the Fortress Warrant (as defined below), (ii) the issuance by JHPDE Finance I, LLC (“JHPDE Finance”) of $ 25 Pursuant to the December 28 Letter Agreement, Jacobsen Holdings issued to the Company a warrant, dated December 28, 2017 (the “Founding Member Warrants”), to acquire from Jacobsen Holdings 888,000 shares of the Company’s Class A common stock or Class B Units of JH Capital. The Founding Member Warrants will be exercisable at a price of $11.50 per share of the Company’s Class A common stock or Class B Units of JH Capital, have a term of 5 years from the date of the closing of the JH Capital Business Combination and may be exercised only to the extent that the Fortress Warrant has been exercised. The Founding Members Warrants will first be exercisable for an amount of the Company’s Class A common stock equal to the number of shares of the Company’s Class A common stock acquired by Jacobsen Holdings and NJK Holding from the Sponsor pursuant to the Letter Agreement and thereafter for Class B Units of JH Capital owned by them. Fortress Warrant Pursuant to the Credit Agreement, dated as of December 28, 2017 (the “Credit Agreement”), by and among, JHPDE Finance, JH Portfolio Debt Equities, LLC (“JHPDE”), and Fortress Credit Corp. (“Fortress”), Fortress is providing JHPDE Finance with a senior secured delayed draw credit facility to purchase distressed or defaulted consumer receivables, unsecured small business loans and unsecured receivables. In connection with the Credit Agreement, for no additional consideration, the Company issued to Fortress the Fortress Warrant to acquire 888,000 11.50 5 exercisable as follows: 444,000 shares will be immediately exercisable, and the remaining 444,000 shares will become exercisable ratably with the funding of the first $100,000,000 under the Credit Facility (e.g., 111,000 shares will become exercisable on the date on which the first $25,000,000 has been funded under the Credit Facility). However, the Fortress Warrant may be exercised only on or after the date which is 30 days after the first date on which the Company and JH Capital complete the Business Combination The December 28 Letter Agreement also provides that the parties agree that the aggregate amount of the Fortress Loan shall constitute “equity securities” for purposes of determining the amount of gross proceeds raised by the Company for purposes of the vesting triggers contained in the New Warrant. |
Equity
Equity | 12 Months Ended |
Dec. 31, 2017 | |
Equity [Abstract] | |
Stockholders' Equity Note Disclosure | 8. Equity The Company is authorized to issue up to 100,000,000 0.0001 As discussed further in Note 1, on August 1, 2017 and December 14, 2017, stockholders representing 4,289,791 687,597 6,477,668 13,544,944 The Company is authorized to issue up to 1,000,000 0.0001 The Investment Agreement for the Business Combination described in Note 7 calls for a change to the capital structure of the Company upon the initial Business Combination. |
Quarterly Financial Results (un
Quarterly Financial Results (unaudited) | 12 Months Ended |
Dec. 31, 2017 | |
Quarterly Financial Information Disclosure [Abstract] | |
Quarterly Financial Information | 9. Quarterly Financial Results (unaudited) The following table sets forth certain unaudited quarterly results of operations of the Company for the period from April 29, 2015 (Inception) through December 31, 2015 and for the years ended December 31, 2016 and December 31, 2017. In the opinion of management, this information has been prepared on the same basis as the audited financial statements and all necessary adjustments, consisting only of normally recurring adjustments, have been included in the amounts sated below to present fairly the quarterly information when read in conjunction with the audited financial statements and related notes. For the year ended December 31, 2017 First Second Third Fourth Loss from operations $ (512,948) $ (347,110) $ (304,431) $ (310,128) Interest income 165,919 323,111 357,371 385,826 Total other income 165,919 323,111 357,371 385,826 Net income (loss) $ (347,029) $ (23,999) $ 52,940 $ 75,698 Weighted average number of common shares outstanding, excluding shares subjected to possible conversions-basic and diluted 6,361,827 6,404,259 6,429,951 6,453,697 Basic and diluted net income (loss) per Share $ (0.07) $ (0.04) $ (0.04) $ (0.04) For the year ended December 31, 2016 First Second Third Fourth Loss from operations $ (231,117) $ (181,181) $ (666,074) $ (916,958) Interest income 69,443 87,245 102,959 49,232 Total other income 69,443 87,245 102,959 49,232 Net loss $ (161,674) $ (93,936) $ (563,115) $ (867,726) Weighted average number of common shares outstanding, excluding shares subjected to possible conversions-basic and diluted 6,183,643 6,207,268 6,220,297 6,272,876 Basic and diluted net loss per Share $ (0.03) $ (0.02) $ (0.10) $ (0.14) For the Period from April 29, 2015 (Inception) Second Third Fourth Loss from operations $ (2,910) $ (336,488) $ (764,804) Interest income - - 9,918 Total other income - - 9,918 Net loss $ (2,910) (336,488) (754,886) Weighted average number of common shares outstanding, excluding shares subjected to possible conversions-basic and diluted 4,500,000 5,492,989 6,108,976 Basic and diluted net loss per Share $ (0.00) $ (0.06) $ (0.12) |
Stock-Based Compensation
Stock-Based Compensation | 12 Months Ended |
Dec. 31, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock-Based Compensation | 10. Stock-Based Compensation As described in Note 7, on December 28, 2017, the Company issued 888,000 warrants to Fortress Credit Corp. in connection with a loan provided by Fortress to JHPDE Finance I, LLC, a subsidiary of JH Capital. If the JH Capital Business Combination closes, the Fortress Warrant will be exercisable to purchase one share of the Company’s Class A common stock at $11.50 per share, have a term of 5 years from the date of the closing of the JH Capital Business Combination and may only be exercised on or after the date which is 30 days after the first date on which the Company and JH Capital complete the JH Capital Business Combination. No compensation expense is recognized by the Company for the year ended December 31, 2017 as a result of the Fortress Warrant. The total unrecognized expense related to the Fortress Warrant as of December 31, 2017 is $[ ]. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2017 | |
Subsequent Events [Abstract] | |
Subsequent Events | 11. Subsequent Events Management of the Company evaluated events that have occurred after the balance sheet date of December 31, 2017, through the date the consolidated financial statements were issued. On February 1, 2018, the Company borrowed an additional $ 100,000 As described in Note 1, on January 16, 2018, February 15, 2018 and March 15, 2018 the Company received the three principal draws pursuant to the JH Capital Promissory Note in the amount of $ 450,678 450,678 On March 8, 2018, the Company filed a definitive proxy statement to hold a special meeting of the Company’s stockholders on March 29, 2018 for the purposes of extending the date by which the Company has to consummate a business combination from March 31, 2018 to June 30, 2018. If the extension is approved at this special meeting, JH Capital has agreed to continue to contribute to the Company as a loan of $0.03 for each public share that is not redeemed in connection with the special meeting, for each calendar month or portion thereof that is needed by the Company to complete a business combination from March 31, 2018 to June 30, 2018. |
Significant Accounting Polici18
Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2017 | |
Accounting Policies [Abstract] | |
Basis of Accounting, Policy [Policy Text Block] | Basis of Presentation The accompanying consolidated financial statements are prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). |
Consolidation, Policy [Policy Text Block] | Principles of Consolidation The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary, Solaris Merger Sub Inc. 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. The Company applies the two-class method in calculating earnings per share. Shares of common stock subject to possible redemption at December 31, 2017 and 2016, which are not currently redeemable and are not redeemable at fair value, have been excluded from the calculation of basic loss per share since such shares, if redeemed, such shares only participate in their pro rata share of the Trust Account earnings. At December 31, 2016 and 2015 the Company had outstanding warrants to purchase 16,750,000 |
Reconciliation Of Net Loss Per Common Share [Policy Text Block] | Reconciliation of net loss per common share For the For the For the Net loss $ (242,390) $ (1,686,451) $ (1,094,284) Less: Income attributable to ordinary shares subject to redemption (947,719) (117,601) - Adjusted net loss $ (1,190,109) $ (1,804,052) $ (1,094,284) Weighted average shares outstanding, basic and diluted 6,412,873 6,221,263 5,469,153 Basic and diluted net loss per ordinary share $ (0.19) $ (0.29) $ (0.20) |
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. At December 31, 2017, the proceeds of the Trust Account were invested in the Western Asset Institutional U.S. Treasury Reserves money market fund that invests all of its assets in direct obligations of the U.S. Treasury and which is compliant with Rule 2a-7 under the Investment Company Act. The following table presents information about the Trust Account assets that are measured at fair value on a recurring basis and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description Level December 31, Assets: Cash and/or cash equivalents held in the Trust Account 1 $ 151,208,413 |
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 December 31, 2017, the assets held in the Trust Account were held in the Western Asset Institutional U.S. Treasury Reserves money market fund that invests solely in United States Treasuries compliant with Rule 2a-7 under the Investment Company Act. |
Accrued Offering Costs [Policy Text Block] | Offering Costs The Company complies with the requirements of ASC 340-10-S99-1. Offering costs of $ 517,145 |
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] | The Company complies with the accounting and reporting requirements of FASB ASC 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 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 December 31, 2017, a full valuation allowance has been established against the deferred tax asset. FASB 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 December 31, 2017. 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 December 31, 2017. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. 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 December 31, 2017. On December 22, 2017, the United States government enacted comprehensive tax legislation commonly referred to as the Tax Cuts and Jobs Act, or the Tax Act. The Tax Act significantly revises the existing tax law by, among other things, lowering the United States corporate income tax rate from 35 21 21 391,456 |
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 on an annual basis. |
Share-based Compensation, Option and Incentive Plans Policy [Policy Text Block] | Stock Based Compensation As further discussed in Note 7, on December 28, 2017, the Company issued 888,000 11.50 5 The Company measures nonemployee stock-based awards at grant date based on the fair value of the award. The compensation cost is recognized as expense over the vesting period of the award. The warrant issued to Fortress will be recognized as an expense as it vests but only after the date which is 30 days after the first date on which the Company and JH Capital complete the JH Capital Business Combination. Stock-based awards issued to nonemployees are remeasured until the award vests. The Company uses the Black-Scholes option pricing model to value its warrant awards. Estimating the fair value of warrants requires management to apply judgment and make estimates, including volatility, the expected term of the Company’s warrants, the expected dividend yield and the fair value of the common stock on the measurement date. Expected term The expected term represents the contractual term of the award. Expected volatility Since the stock-based awards reference the stock of the Company after its proposed business combination with JH Capital, the Company estimated the expected volatility from JH Capital’s publicly traded comparable companies operating in the debt buyers/collectors business over a period equal to the expected term of the stock-based award. Risk-free interest rate The risk-free interest rate is based on the yield of a 5 Expected dividend the Company has never paid dividends on the common stock and the Company assumed no dividends will be paid by the Company after business combination, therefore we used an expected dividend yield of zero The Company adjusted the warrants’ fair value on measurement date, as estimated by the Black-Scholes model, to reflect the probability that a business combination with JH Capital will occur. This is due to the fact that if there is no business combination, the warrant will have a value of $ 0 |
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 consolidated financial statements. |
Significant Accounting Polici19
Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Accounting Policies [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted [Table Text Block] | For the For the For the Net loss $ (242,390) $ (1,686,451) $ (1,094,284) Less: Income attributable to ordinary shares subject to redemption (947,719) (117,601) - Adjusted net loss $ (1,190,109) $ (1,804,052) $ (1,094,284) Weighted average shares outstanding, basic and diluted 6,412,873 6,221,263 5,469,153 Basic and diluted net loss per ordinary share $ (0.19) $ (0.29) $ (0.20) |
Fair Value, Assets Measured on Recurring Basis [Table Text Block] | The following table presents information about the Trust Account assets that are measured at fair value on a recurring basis and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description Level December 31, Assets: Cash and/or cash equivalents held in the Trust Account 1 $ 151,208,413 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Schedule of Deferred Tax Assets and Liabilities [Table Text Block] | The Company’s net deferred tax assets are as follows: December 31, December 31, 2017 2016 Deferred tax asset Provision for uncollectible other receivables $ - $ 94,566 Net operating loss carryforward 632,352 848,392 Total deferred tax asset 632,352 942,958 Valuation allowance (632,352) (942,958) Deferred tax asset, net of allowance $ - $ - |
Schedule of Components of Income Tax Expense (Benefit) [Table Text Block] | The income tax provision (benefit) consists of the following: For the For the Federal Current $ - $ - Deferred 310,606 (571,663) State and local Current - - Deferred - - Change in valuation allowance (310,606) 571,663 Income tax provision (benefit) $ - $ - |
Schedule of Effective Income Tax Rate Reconciliation [Table Text Block] | A reconciliation of the federal income tax rate to the Company’s effective tax rate is as follows: For the For the 2017 2016 Statutory federal income tax rate 34.0 % 34.0 % State and local taxes, net of federal tax benefit 0 % 0 % Other (0.6) % (0.1) % Change in valuation allowance (33.4) % (33.9) % Income tax provision (benefit) 0.0 % 0.0 % |
Quarterly Financial Results (21
Quarterly Financial Results (unaudited) (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Quarterly Financial Information Disclosure [Abstract] | |
Quarterly Financial Information [Table Text Block] | For the year ended December 31, 2017 First Second Third Fourth Loss from operations $ (512,948) $ (347,110) $ (304,431) $ (310,128) Interest income 165,919 323,111 357,371 385,826 Total other income 165,919 323,111 357,371 385,826 Net income (loss) $ (347,029) $ (23,999) $ 52,940 $ 75,698 Weighted average number of common shares outstanding, excluding shares subjected to possible conversions-basic and diluted 6,361,827 6,404,259 6,429,951 6,453,697 Basic and diluted net income (loss) per Share $ (0.07) $ (0.04) $ (0.04) $ (0.04) For the year ended December 31, 2016 First Second Third Fourth Loss from operations $ (231,117) $ (181,181) $ (666,074) $ (916,958) Interest income 69,443 87,245 102,959 49,232 Total other income 69,443 87,245 102,959 49,232 Net loss $ (161,674) $ (93,936) $ (563,115) $ (867,726) Weighted average number of common shares outstanding, excluding shares subjected to possible conversions-basic and diluted 6,183,643 6,207,268 6,220,297 6,272,876 Basic and diluted net loss per Share $ (0.03) $ (0.02) $ (0.10) $ (0.14) For the Period from April 29, 2015 (Inception) Second Third Fourth Loss from operations $ (2,910) $ (336,488) $ (764,804) Interest income - - 9,918 Total other income - - 9,918 Net loss $ (2,910) (336,488) (754,886) Weighted average number of common shares outstanding, excluding shares subjected to possible conversions-basic and diluted 4,500,000 5,492,989 6,108,976 Basic and diluted net loss per Share $ (0.00) $ (0.06) $ (0.12) |
Organization and Business Ope22
Organization and Business Operations (Details Textual) - USD ($) | Dec. 14, 2017 | Dec. 08, 2017 | Aug. 01, 2017 | Aug. 04, 2015 | Jul. 29, 2015 | Mar. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2017 | Dec. 31, 2016 | Mar. 13, 2017 | 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 | if the Company is unable to complete a Business Combination by March 31, 2018 (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 Companys obligation to redeem 100% of the Public Shares if the Company does not complete an initial Business Combination by March 31, 2018 | |||||||||||
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 | 151,208,413 | |||||||||||
Cash and Cash Equivalents, at Carrying Value, Total | $ 24,571 | $ 272,666 | 13,874 | $ 24,571 | $ 0 | |||||||
Working Capital Deficit | 2,258,922 | |||||||||||
Underwriters Discount | $ 5,000,000 | |||||||||||
Proceeds from Interest Received | 226,553 | |||||||||||
Cost of Reimbursable Expense | 909,787 | |||||||||||
Costs Reimbursed During Period | 353,517 | |||||||||||
Provision for Doubtful Accounts | $ 0 | 278,135 | $ 278,135 | |||||||||
Explanation of Minutes of Annual Genearl Stockholders Meeting | On August 1, 2017, the Company held its annual meeting of stockholders and 23,415,152 of the Company’s 25,000,000 shares were voted in favor of the proposal to amend the Company’s amended and restated certificate of incorporation to extend the date by which the Company had to consummate a Business Combination until December 15, 2017, to change the term of the Company’s directors from two years to one year, and to change the provision with respect to removal of directors to permit removal with or without cause by the affirmative vote of a majority of the Company’s stockholders and the proposal to amend the agreement with respect to the Trust Account to provide for the extension until December 15, 2017. | |||||||||||
Stock Redeemed or Called During Period, Shares | 687,597 | 4,289,791 | ||||||||||
Stock Redemption Price Per Share | $ 10.06 | $ 10.02 | ||||||||||
Explanation of Minutes of Special Stockholders Meeting | On December 14, 2017, the Company held a special meeting of stockholders and 19,325,891 of the Company’s 20,710,209 shares were voted in favor of the proposal to amend the Company’s amended and restated certificate of incorporation to extend the date by which the Company had to consummate a Business Combination until March 31, 2018, and the proposal to amend the agreement with respect to the Trust Account to provide for the extension until March 31, 2018. | |||||||||||
JH Capital Promissory Note [Member] | ||||||||||||
Debt Instrument, Description | On December 8, 2017, the Company and JH Capital entered into a non-interest bearing promissory note (“JH Capital Promissory Note), which would be drawn on January 15, 2018, February 15, 2018 and March 15, 2018 at individual amounts of $0.03 for each share of the Company’s common stock outstanding as of such date, excluding the 5,000,000 Sponsor shares. | |||||||||||
Letter Of Intent [Member] | ||||||||||||
Loss Contingency, Receivable | $ 556,270 | |||||||||||
Loss Contingency, Receivable, Period Increase (Decrease) | $ 278,135 | |||||||||||
Provision for Doubtful Accounts | $ 278,135 | |||||||||||
IPO [Member] | ||||||||||||
Assets Held-in-trust, Noncurrent | $ 151,208,413 | |||||||||||
Price Per Share Of Common Stock In Public Offering | $ 10.07 | |||||||||||
Number Of Common Stock Sold In Connection With Initial Public Offering | 15,022,612 |
Significant Accounting Polici23
Significant Accounting Policies (Details) - USD ($) | 2 Months Ended | 3 Months Ended | 8 Months Ended | 12 Months Ended | ||||||||||
Jun. 30, 2015 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Dec. 31, 2015 | Dec. 31, 2017 | Dec. 31, 2016 | |
Net loss | $ (2,910) | $ 75,698 | $ 52,940 | $ (23,999) | $ (347,029) | $ (867,726) | $ (563,115) | $ (93,936) | $ (161,674) | $ (754,886) | $ (336,488) | $ (1,094,284) | $ (242,390) | $ (1,686,451) |
Less: Income attributable to ordinary shares subject to redemption | 0 | (947,719) | (117,601) | |||||||||||
Adjusted net loss | $ (1,094,284) | $ (1,190,109) | $ (1,804,052) | |||||||||||
Weighted average shares outstanding, basic and diluted | 4,500,000 | 6,453,697 | 6,429,951 | 6,404,259 | 6,361,827 | 6,272,876 | 6,220,297 | 6,207,268 | 6,183,643 | 6,108,976 | 5,492,989 | 5,469,153 | 6,412,873 | 6,221,263 |
Basic and diluted net loss per ordinary share | $ 0 | $ (0.04) | $ (0.04) | $ (0.04) | $ (0.07) | $ (0.14) | $ (0.1) | $ (0.02) | $ (0.03) | $ (0.12) | $ (0.06) | $ (0.20) | $ (0.19) | $ (0.29) |
Significant Accounting Polici24
Significant Accounting Policies (Details 1) | Dec. 31, 2017USD ($) |
Fair Value, Inputs, Level 1 [Member] | |
Assets: | |
Cash and cash equivalents held in the Trust Account | $ 151,208,413 |
Significant Accounting Polici25
Significant Accounting Policies (Details Textual) - USD ($) | 1 Months Ended | 12 Months Ended | |||
Dec. 28, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Federal Depository Insurance Coverage | $ 250,000 | ||||
Offering Costs | $ 517,145 | ||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 16,750,000 | 16,750,000 | |||
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent | 34.00% | 34.00% | |||
Effective Income Tax Rate Reconciliation, Change in Enacted Tax Rate, Percent | 21.00% | ||||
Increase Decrease in Deferred Tax Assets, Gross | $ 391,456 | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Dividend Rate | 0.00% | ||||
Risk-free interest rate of Treasury Bond Term | 5 years | ||||
Scenario, Plan [Member] | |||||
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent | 21.00% | ||||
Warrant [Member] | |||||
Fair Value Adjustment of Warrants | $ 0 | ||||
Fortress Credit Corp [Member] | |||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 888,000 | ||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 11.50 | ||||
Class Of Warrant Or Right, Expiry Term | 5 years |
Public Offering (Details Textua
Public Offering (Details Textual) - USD ($) | Aug. 04, 2015 | Jul. 29, 2015 | Dec. 31, 2017 |
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 ($) | Dec. 14, 2017 | Dec. 04, 2017 | Oct. 02, 2017 | Aug. 01, 2017 | Jul. 12, 2017 | Jun. 29, 2017 | Feb. 02, 2017 | Aug. 04, 2015 | May 04, 2015 | Mar. 17, 2016 | Jul. 29, 2015 | Dec. 31, 2015 | Dec. 31, 2017 | Dec. 31, 2016 | May 04, 2017 |
Related Party Transaction [Line Items] | |||||||||||||||
Administrative Fees Expense Per Month | $ 10,000 | ||||||||||||||
Due to Related Parties, Current, Total | $ 575,405 | $ 222,670 | |||||||||||||
Payment Of Offering Costs Through Advance From Related Party | $ 46,037 | 0 | 0 | ||||||||||||
Potential Convertible Debt | $ 75,000 | $ 30,000 | $ 150,000 | $ 75,000 | $ 250,000 | $ 15,000 | |||||||||
Payment Or Payables For Administrative Fees | $ 50,000 | 120,000 | 120,000 | ||||||||||||
Stock Redeemed or Called During Period, Shares | 687,597 | 4,289,791 | |||||||||||||
Stock Redeemed or Called During Period, Value | $ 6,915,728 | $ 42,983,883 | |||||||||||||
Administrative Service Agreement [Member] | |||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||
Due to Related Parties, Current, Total | 190,000 | 70,000 | |||||||||||||
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] | |||||||||||||||
Shares Issued, Price Per Share | $ 0.006 | ||||||||||||||
Note issued to Sponsor | 100,000 | ||||||||||||||
Payment Of Offering Costs Through Advance From Related Party | 232,735 | $ 181,403 | |||||||||||||
Payable To Related Party For Operating Costs Advance | 385,405 | ||||||||||||||
Sponsor Loans [Member] | Convertible Promissory Note [Member] | |||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||
Convertible Debt | 595,000 | ||||||||||||||
Conversion Price | $ 1 | ||||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 11.50 | ||||||||||||||
Potential Convertible Debt | $ 1,000,000 | ||||||||||||||
Debt Instrument, Interest Rate, Effective Percentage | 5.00% | ||||||||||||||
Interest Payable, Current | $ 19,371 | ||||||||||||||
Founder Shares [Member] | |||||||||||||||
Related Party Transaction [Line Items] | |||||||||||||||
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 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% | ||||||||||||||
Stockholders Equity Percentage OF Shares Held By Sponsers, Post Redemption | 25.00% | ||||||||||||||
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 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 |
Deferred tax asset | ||
Provision for uncollectible other receivables | $ 0 | $ 94,566 |
Net operating loss carryforward | 632,352 | 848,392 |
Total deferred tax asset | 632,352 | 942,958 |
Valuation allowance | (632,352) | (942,958) |
Deferred tax asset, net of allowance | $ 0 | $ 0 |
Income Taxes (Details 1)
Income Taxes (Details 1) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Federal | ||
Current | $ 0 | $ 0 |
Deferred | 310,606 | (571,663) |
State and local | ||
Current | 0 | 0 |
Deferred | 0 | 0 |
Change in valuation allowance | (310,606) | 571,663 |
Income tax provision (benefit) | $ 0 | $ 0 |
Income Taxes (Details 2)
Income Taxes (Details 2) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Effective Income Tax Rate Reconciliation Federal Income Tax Rate [Line Items] | ||
Statutory federal income tax rate | 34.00% | 34.00% |
State and local taxes, net of federal tax benefit | 0.00% | 0.00% |
Other | (0.60%) | (0.10%) |
Change in valuation allowance | (33.40%) | (33.90%) |
Income tax provision (benefit) | 0.00% | 0.00% |
Income Taxes (Details Textual)
Income Taxes (Details Textual) - USD ($) | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
U.S. Federal And State Net Operating Loss Carryovers Available To Offset Future Taxable Income | $ 3,011,199 | ||
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent | 34.00% | 34.00% | |
Net Operating Losses Carryforward Expiration Year | 2,036 | ||
Valuation Allowance, Deferred Tax Asset, Increase (Decrease), Amount | $ (310,606) | $ 571,663 | |
Effective Income Tax Rate Reconciliation, Change in Enacted Tax Rate, Percent | 21.00% | ||
Increase Decrease in Deferred Tax Assets, Gross | $ 391,456 | ||
Scenario, Plan [Member] | |||
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent | 21.00% |
Commitments (Details Textual)
Commitments (Details Textual) | 12 Months Ended |
Dec. 31, 2017USD ($) | |
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 Business Combination33
Proposed Business Combination with JH Capital (Details Textual) - USD ($) | 1 Months Ended | ||||
Dec. 28, 2017 | Jun. 28, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | Jul. 29, 2015 | |
Share Price | $ 10 | ||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 16,750,000 | 16,750,000 | |||
JHPDE Finance I, LLC [Member] | |||||
Class A ship Interest Issuable, Value assigned | $ 25,000,000 | ||||
Fortress Credit Corp [Member] | |||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 888,000 | ||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 11.50 | ||||
Class Of Warrant Or Right, Expiry Term | 5 years | ||||
Class OF Warrant Or Right , Exercisable Description | exercisable as follows: 444,000 shares will be immediately exercisable, and the remaining 444,000 shares will become exercisable ratably with the funding of the first $100,000,000 under the Credit Facility (e.g., 111,000 shares will become exercisable on the date on which the first $25,000,000 has been funded under the Credit Facility). However, the Fortress Warrant may be exercised only on or after the date which is 30 days after the first date on which the Company and JH Capital complete the Business Combination | ||||
Easterly Acquisition Sponsor, LLC [Member] | |||||
Business Combination, Surrender of Shares | 2,500,000 | ||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 20,138,000 | ||||
Jh Capital Group Holdings Inc [Member] | |||||
Business Acquisition, Equity Interest Issued or Issuable, Description | the aggregate consideration to be paid to JH Capital for the Class A Units of JH Capital will consist of an amount in cash equal to the cash and cash equivalents held by the Company outside of the Company’s Trust Account, plus the amount of funds contained in the Trust Account, after giving effect to redemptions by the Company’s public stockholders, less deferred underwriting fees payable to Citigroup Global Markets Inc. and fees payable to Cantor Fitzgerald & Co. and Jefferies LLC, less any reasonable (with respect to expenses incurred since April 27, 2017) and documented out-of-pocket transaction expenses of the Company that are accrued and unpaid as of the closing, less any outstanding amount under the Convertible Promissory Note, dated as of March 17, 2016, issued by Easterly to Easterly Acquisition Sponsor, LLC that has not been converted into warrants to purchase Easterly Class A common stock. In addition, 18,700,000 shares of newly-issued Class B common stock will be issued by the Company to the Principal Members and the other Class B members of JH Capital (the Principal Members | ||||
Business Acquisition, Percentage of Voting Interests Acquired | 48.40% | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 500,000 | ||||
Share Price | $ 0.01 | ||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 2,500,000 | ||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.1 | ||||
Class Of Warrant Or Right, Expiry Term | 5 years | ||||
Class OF Warrant Or Right , Exercisable Description | exercisable as follows: (x) 1,000,000 shares will be exercisable if the average of the volume weighted averages of the trading price of a share of the Companys Class A common stock for 10 consecutive trading days is higher than $12.00, (y) an additional 1,000,000 shares will be exercisable if (A) the Company has raised gross proceeds of at least $200,000,000 from the sale of its equity securities, including the gross proceeds released to the Company from the Trust Account and the amount of the Fortress Loan, and (B) the average of the volume weighted averages of the trading price of a share of the Companys Class A common stock for 10 consecutive trading days is higher than $13.00 and (z) the final 500,000 shares will be exercisable if (A) the Company has raised gross proceeds of at least $200,000,000 from the sale of its equity securities, including the gross proceeds released to the Company from the Trust Account and the amount of the Fortress Loan, and (B) the average of the volume weighted averages of the trading price of a share of the Companys Class A common stock for 10 consecutive trading days is higher than $14.00 | ||||
Distribution To Principal [Member] | |||||
Amount Payable In Cash Closure Of Transaction | $ 1,000,000 | ||||
JH Capital Class B s [Member] | |||||
Business Acquisition, Percentage of Voting Interests Acquired | 51.60% | ||||
Jacobsen Credit Holdings, LLC [Member] | |||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 888,000 | ||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 11.50 | ||||
Class Of Warrant Or Right, Expiry Term | 5 years | ||||
Common Class A [Member] | Jh Capital Group Holdings Inc [Member] | |||||
Common Stock, Par or Stated Value Per Share | $ 0.0001 | ||||
Share Price | 0.005 | ||||
Common Class B [Member] | Jh Capital Group Holdings Inc [Member] | |||||
Common Stock, Par or Stated Value Per Share | $ 0.0001 | ||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | 18,700,000 |
Equity (Details Textual)
Equity (Details Textual) - USD ($) | Dec. 14, 2017 | Aug. 01, 2017 | Dec. 31, 2017 | Dec. 31, 2016 |
Class of Stock [Line Items] | ||||
Stock Redeemed or Called During Period, Shares | 687,597 | 4,289,791 | ||
Stock Redeemed or Called During Period, Value | $ 6,915,728 | $ 42,983,883 | ||
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 | 6,477,668 | 6,361,827 | ||
Common stock subject to possible redemption Shares | 13,544,944 | 18,638,173 | ||
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 |
Quarterly Financial Results (35
Quarterly Financial Results (unaudited) (Details) - USD ($) | 2 Months Ended | 3 Months Ended | 8 Months Ended | 12 Months Ended | ||||||||||
Jun. 30, 2015 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Dec. 31, 2015 | Dec. 31, 2017 | Dec. 31, 2016 | |
Loss from operations | $ (2,910) | $ (310,128) | $ (304,431) | $ (347,110) | $ (512,948) | $ (916,958) | $ (666,074) | $ (181,181) | $ (231,117) | $ (764,804) | $ (336,488) | $ (1,104,202) | $ (1,474,617) | $ (1,995,330) |
Interest income | 0 | 385,826 | 357,371 | 323,111 | 165,919 | 49,232 | 102,959 | 87,245 | 69,443 | 9,918 | 0 | 9,918 | 1,232,227 | 308,879 |
Total other income | 0 | 385,826 | 357,371 | 323,111 | 165,919 | 49,232 | 102,959 | 87,245 | 69,443 | 9,918 | 0 | |||
Net income (loss) | $ (2,910) | $ 75,698 | $ 52,940 | $ (23,999) | $ (347,029) | $ (867,726) | $ (563,115) | $ (93,936) | $ (161,674) | $ (754,886) | $ (336,488) | $ (1,094,284) | $ (242,390) | $ (1,686,451) |
Weighted average number of common shares outstanding, excluding shares subjected to possible conversions-basic and diluted | 4,500,000 | 6,453,697 | 6,429,951 | 6,404,259 | 6,361,827 | 6,272,876 | 6,220,297 | 6,207,268 | 6,183,643 | 6,108,976 | 5,492,989 | 5,469,153 | 6,412,873 | 6,221,263 |
Basic and diluted net income (loss) per Share | $ 0 | $ (0.04) | $ (0.04) | $ (0.04) | $ (0.07) | $ (0.14) | $ (0.1) | $ (0.02) | $ (0.03) | $ (0.12) | $ (0.06) | $ (0.20) | $ (0.19) | $ (0.29) |
Stock-Based Compensation (Detai
Stock-Based Compensation (Details Textual) - USD ($) | 1 Months Ended | 12 Months Ended | ||
Dec. 28, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 16,750,000 | 16,750,000 | ||
Fortress Credit Corp [Member] | ||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 888,000 | |||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 11.50 | |||
Class Of Warrant Or Right, Expiry Term | 5 years | |||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized | $ 0 | |||
Allocated Share-based Compensation Expense | $ 0 |
Subsequent Event (Details Textu
Subsequent Event (Details Textual) - USD ($) | Mar. 15, 2018 | Mar. 08, 2018 | Feb. 01, 2018 | Jan. 16, 2018 | Dec. 08, 2017 | Feb. 15, 2018 | Dec. 31, 2015 | Dec. 31, 2017 | Dec. 31, 2016 |
Subsequent Event [Line Items] | |||||||||
Proceeds from Convertible Debt | $ 100,000 | $ 0 | $ 0 | ||||||
Proceeds from Notes Payable | $ 0 | $ 580,000 | $ 15,000 | ||||||
JH Capital Promissory Note [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Debt Instrument, Description | On December 8, 2017, the Company and JH Capital entered into a non-interest bearing promissory note (“JH Capital Promissory Note), which would be drawn on January 15, 2018, February 15, 2018 and March 15, 2018 at individual amounts of $0.03 for each share of the Company’s common stock outstanding as of such date, excluding the 5,000,000 Sponsor shares. | ||||||||
Subsequent Event [Member] | JH Capital Promissory Note [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Proceeds from Notes Payable | $ 450,678 | $ 450,678 | $ 450,678 | ||||||
Debt Instrument, Description | JH Capital has agreed to continue to contribute to the Company as a loan of $0.03 for each public share that is not redeemed in connection with the special meeting | ||||||||
Subsequent Event [Member] | Sponsor Loans [Member] | Convertible Promissory Note [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Proceeds from Convertible Debt | $ 100,000 |