Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | Mar. 27, 2017 | Jun. 30, 2016 | |
Document and Entity Information [Abstract] | |||
Entity Registrant Name | JM Global Holding Co | ||
Entity Central Index Key | 1,641,398 | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --12-31 | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2016 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2,016 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Smaller Reporting Company | ||
Entity Public Float | $ 19,500,000 | ||
Entity Common Stock, Shares Outstanding | 6,562,500 |
Balance Sheets
Balance Sheets - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
CURRENT ASSETS: | ||
Cash | $ 150,306 | $ 623,044 |
Prepaid assets | 15,580 | 188,367 |
Total current assets | 165,886 | 811,411 |
Trust account | 50,109,326 | 50,023,363 |
Total assets | 50,275,212 | 50,834,774 |
CURRENT LIABILITIES: | ||
Accounts payable | 19,922 | 27,707 |
Accrued expenses | 82,647 | 43,288 |
Due to affiliates | 140,500 | 140,500 |
Total current liabilities | 243,069 | 211,495 |
Common stock subject to possible redemption: 4,000,000 shares (at a redemption value of approximately $10 per share) at December 31, 2016 and 2015, respectively | 40,000,000 | 40,000,000 |
Commitments and contingencies | ||
STOCKHOLDERS' EQUITY: | ||
Preferred stock, $0.0001 par value, 1,000,000 shares authorized; none issued and outstanding | ||
Common stock, $0.0001 par value, 15,000,000 shares authorized; 2,562,500 shares issued and outstanding (excluding 4,000,000 shares subject to redemption) at December 31, 2016 and 2015, respectively | 256 | 256 |
Additional paid-in capital | 10,807,708 | 10,857,228 |
Accumulated deficit | (775,821) | (234,205) |
Total stockholders' equity | 10,032,143 | 10,623,279 |
Total liabilities and stockholders' equity | $ 50,275,212 | $ 50,834,774 |
Balance Sheets (Parenthetical)
Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2016 | Dec. 31, 2015 |
Statement of Financial Position [Abstract] | ||
Common stock, redemption shares | 4,000,000 | 4,000,000 |
Common stock, redemption price per share | $ 10 | $ 10 |
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | ||
Preferred stock, shares outstanding | ||
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 15,000,000 | 15,000,000 |
Common stock, shares issued | 2,562,500 | 2,562,500 |
Common stock, shares outstanding | 2,562,500 | 2,562,500 |
Statement of Operations
Statement of Operations - USD ($) | 9 Months Ended | 12 Months Ended |
Dec. 31, 2015 | Dec. 31, 2016 | |
Income Statement [Abstract] | ||
Revenue | ||
Operating expenses | 257,568 | 627,579 |
Loss from operations | (257,568) | (627,579) |
Interest income | 23,363 | 85,963 |
Net loss attributable to common stock (excluding shares subject to possible redemption) | $ (234,205) | $ (541,616) |
Basic and diluted net loss per share | $ (0.11) | $ (0.21) |
Weighted average number of common stock outstanding | ||
Basic and diluted (excluding shares subject to possible redemption) | 2,091,409 | 2,562,500 |
Statement of Stockholders' Equi
Statement of Stockholders' Equity - USD ($) | Total | Common Stock | Additional Paid-in Capital | Accumulated Deficit |
Beginning Balance at Apr. 10, 2015 | ||||
Beginning Balance, Shares at Apr. 10, 2015 | ||||
Sale of common stock to initial stockholder on April 22, 2015 at $0.01662 per share | 25,000 | $ 150 | 24,850 | |
Sale of common stock to initial stockholder on April 22, 2015 at $0.01662 per share, Shares | 1,504,688 | |||
Sale of common stock on July 29, 2015 at $10.00 per share | 52,500,000 | $ 525 | 52,499,475 | |
Sale of common stock on July 29, 2015 at $10.00 per share, shares | 5,250,000 | |||
Underwriters' discount and offering expenses | (1,862,816) | (1,862,816) | ||
Proceeds from sale of underwriter options | 100 | 100 | ||
Common stock subject to possible redemption | (40,000,000) | $ (400) | (39,999,600) | |
Common stock subject to possible redemption, shares | (4,000,000) | |||
Forfeiture of 192,188 shares of common stocks as a result of no over-allotment option exercised | $ (19) | 19 | ||
Forfeiture of 192,188 shares of common stocks as a result of no over-allotment option exercised, shares | (192,188) | |||
Common stock issuable to Firstrust at $9.76 per share | 195,200 | 195,200 | ||
Net loss | (234,205) | (234,205) | ||
Ending Balance at Dec. 31, 2015 | $ 10,623,279 | $ 256 | $ 10,857,228 | $ (234,205) |
Ending Balance, Shares at Dec. 31, 2015 | 2,562,500 | |||
Cancellation of Common stock issuable to Firstrust | $ (65,066) | $ (65,066) | ||
Stock-based compensation recorded for options issued to a director by the sponsor | 15,546 | 15,546 | ||
Net loss | (541,616) | (541,616) | ||
Ending Balance at Dec. 31, 2016 | $ 10,032,143 | $ 256 | $ 10,807,708 | $ (775,821) |
Ending Balance, Shares at Dec. 31, 2016 | 2,562,500 |
Statement of Stockholders' Equ6
Statement of Stockholders' Equity (Parenthetical) - $ / shares | 9 Months Ended | ||
Dec. 31, 2015 | Jul. 29, 2015 | Apr. 22, 2015 | |
Sale of common stock, per share | $ 10 | $ 0.01662 | |
Common stocks of shares forfeiture | 192,188 | ||
Common stock issuable price, per share | $ 9.76 |
Statements of Cash Flows
Statements of Cash Flows - USD ($) | 9 Months Ended | 12 Months Ended |
Dec. 31, 2015 | Dec. 31, 2016 | |
Cash flows from operating activities: | ||
Net loss | $ (234,205) | $ (541,616) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Common stock issuable for consulting fees | 32,533 | 97,600 |
Stock-based compensation for director fees | 15,546 | |
Changes in operating assets and liabilities | ||
Increase in prepaid expenses | (25,700) | 10,121 |
Increase in accounts payable | 27,707 | (7,785) |
Increase in accrued expenses | 43,288 | 39,359 |
Net cash used in operating activities | (156,377) | (386,775) |
Cash flows from investing activities: | ||
Proceeds deposited in Trust Account | (50,000,000) | |
Interest income reinvested in Trust Account | (23,363) | (85,963) |
Net cash used in investing activities | (50,023,363) | (85,963) |
Cash flows from financing activities: | ||
Proceeds from issuance of common stock to initial stockholder | 25,000 | |
Proceeds from sale of units in Private Placement | 2,500,000 | |
Proceeds from sale of units in Public Offering, net of offering expenses paid | 48,137,184 | |
Proceeds from sale of underwriter options | 100 | |
Proceeds from due to affiliates, net | 140,500 | |
Net cash provided by financing activities | 50,802,784 | |
Net change in cash | 623,044 | (472,738) |
Cash, beginning of period | 623,044 | |
Cash, end of period | 623,044 | 150,306 |
Non-cash investing and financing activities | ||
Cancellation of common stock issued for future services included in unamortized prepaid expenses | 65,066 | |
Common stock issuable for consulting services | $ 195,200 |
Description of Organization and
Description of Organization and Business Operations | 12 Months Ended |
Dec. 31, 2016 | |
Description of Organization and Business Operations [Abstract] | |
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Organization and General JM Global Holding Company (the “Company,” “we” or “us”) is a blank check company incorporated in Delaware on April 10, 2015. The Company was formed for the purpose of acquiring, through a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, exchangeable share transaction or other similar business transaction, one or more operating businesses or assets (“Business Combination”). The Company has neither engaged in any operations nor generated any operating revenue to date. The Company’s sponsor is Zhong Hui Holding Limited, a Seychelles limited company (the “Sponsor”). The Company has selected December 31 as its fiscal year end. Financing The registration statement for the Company’s initial public offering (the “Public Offering”) (as described in Note 3) was declared effective by the United States Securities and Exchange Commission (“SEC”) on July 23, 2015. The Sponsor purchased, simultaneously with the closing of the Public Offering on July 29, 2015, 250,000 units at $10.00 per unit in a private placement for an aggregate price of $2,500,000. Each unit purchased is substantially identical to the units sold in the Public Offering, except that the Sponsor has agreed that it will not seek redemption of the stock contained within such units. In addition, the Sponsor purchased an aggregate of 3,000,000 units in the Public Offering. The Sponsor has agreed that it will not seek redemption of 1,000,000 shares of the 3,000,000 shares purchased in the Public Offering. In the event that the Company is unable to complete its initial Business Combination within 24 months from the closing of the Public Offering, the non-redeemable 1,000,000 Sponsor shares will be entitled to the liquidation rights described in the “Business Combination” section. Upon the closing of the Public Offering and the private placement, $50,000,000 was placed in a trust account (the “Trust Account”), with Continental Stock Transfer & Trust Company acting as trustee. Going Concern None of our Sponsor, stockholders, officers or directors, or third parties, are under any obligation to advance us funds, or to invest in us. Accordingly, we may not be able to obtain additional financing. If we are unable to raise additional capital, we may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of our business plan, and reducing overhead expenses. We cannot provide any assurance that new financing will be available to us on commercially acceptable terms, if at all. Additionally, the Company has until July 29, 2017 to complete its initial business combination. If the Company has not completed its initial business combination by that time, the Company will distribute the aggregate amount then on deposit in the Trust Account, pro rata, to our public shareholders by way of redemption and cease all operations except for purposes of the winding up of our affairs. These conditions raise substantial doubt about our ability to continue as a going concern. The financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classifications of liabilities that may result should the Company be unable to continue as a going concern. Trust Account An amount equal to 100% of the gross proceeds of the Public Offering received on July 29, 2015 is held in a Trust Account invested in U.S. government securities meeting the conditions of Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), having a maturity of 180 days or less or any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of paragraphs (c)(2), (c)(3) and (c)(4) of Rule 2a-7 of the 1940 Act, as determined by the Company until the earlier of (i) the consummation of a Business Combination or (ii) the distribution of the Trust Account. Other than the withdrawal of interest to pay taxes or for working capital, if any, none of the funds held in trust may be released until the earlier of: (i) the completion of the Business Combination; or (ii) the redemption of 100% of the outstanding public shares included in the units sold in the Public Offering if the Company is unable to complete the Business Combination within 24 months from the closing of the Public Offering. Business Combination The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Public Offering and the private placement, although substantially all of the net proceeds of the Public Offering and the private placement are intended to be generally applied toward consummating a Business Combination. There is no assurance that the Company will be able to successfully effect a Business Combination. The Company, after signing a definitive agreement for the acquisition of one or more target businesses or assets, may decide to not submit the transaction for stockholder approval, unless otherwise required by law. The Company will proceed with a Business Combination if it is approved by the board of directors. In the event that the Company is required to seek stockholder approval in connection with its initial Business Combination, the Company will proceed with a Business Combination only if a majority of the aggregate outstanding shares that are voted in favor of the Business Combination. In connection with such a vote, the Company will provide its stockholders with the opportunity to redeem their shares of common stock upon the consummation of its initial Business Combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including any amounts representing interest earned on the Trust Account, less any interest released to the Company for working capital purposes or the payment of taxes, divided by the number of then outstanding shares of common stock that were sold as part of the Units in the Public Offering, which the Company refers to as its public shares, subject to the limitations described within the registration statement and any limitations (including but not limited to cash requirements) agreed to in connection with the negotiation of terms of a proposed Business Combination. These shares of common stock, excluding the 1,000,000 non-redeemable shares of the 3,000,000 shares purchased in the Public Offering by the Sponsor, are recorded at a redemption value and classified as temporary equity upon the completion of the Public Offering, in accordance with ASC Topic 480 “Distinguishing Liabilities from Equity”. However, in no event will the Company redeem its public shares in an amount that would cause its net tangible assets to be less than $5,000,001. The Company has until 24 months from the closing of the Public Offering (the “Combination Period”) to consummate its initial Business Combination. If the Company is unable to complete its initial Business Combination within 24 months from the closing of the Public Offering the Company will (i) cease all operations except for the purposes of winding up of its affairs; (ii) distribute the aggregate amount then on deposit in the Trust Account, including a portion of the interest earned thereon which was not previously used for working capital, but net of any taxes, pro rata Section 102(b)(1) of the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”) permits emerging growth companies to delay complying with new or revised financial accounting standards that do not yet apply to private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act). The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company 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 its financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2016 | |
Summary of Significant Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of presentation The accompanying financial statements are presented in U.S. dollars in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the accounting and disclosure rules and regulations of the Securities and Exchange Commission (“SEC’). Net loss per common share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” Net loss per common share is computed by dividing net loss applicable to common stockholders by the weighted average number of common shares outstanding for the period. At December 31, 2016, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into common stock and then share in the earnings of the Company. As a result, diluted loss per common share is the same as basic loss per common share for the periods presented. Concentration of credit risk Financial instruments that potentially subject the Company to concentration of credit risk consist of cash accounts in a financial institution which, at times may exceed the Federal Depository Insurance Corporation coverage of $250,000. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. Fair value of financial instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC Topic 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the accompanying balance sheets, primarily due to their short-term nature. Use of estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Income taxes The Company complies with the accounting and reporting requirements of FASB ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. At December 31, 2016 and 2015, the Company has a deferred tax assets of approximately $328,000 and $84,000 related to the net operating loss carryforwards of approximately $890,000 and $260,000, respectively (which begin to expire in 2035) and start-up costs. Management has determined that a full valuation allowance of their deferred tax assets is appropriate at this time. FASB ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits as of December 31, 2016 and 2015. No amounts were accrued for the payment of interest and penalties at December 31, 2016 and 2015. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. The Company may be subject to potential examination by U.S. federal, U.S. 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. Cash and cash equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of December 31, 2016 and 2015. Cash and securities held in Trust Account At December 31, 2016 and 2015, substantially all of the assets held in the Trust Account were held in U.S. Treasury Bills. Deferred offering costs Deferred offering costs consisted of legal, underwriter and accounting fees incurred that were directly related to the Public Offering and that were charged to stockholders’ equity upon the completion of the Public Offering on July 29, 2015. Deferred offering costs amounting to $1,862,816 were charged to stockholders’ equity upon completion of the Offering. Accrued expenses and due to affiliate Accrued expenses represents amount the Company owes to its vendors, for which service has been provided but the Company has not paid for and state franchise tax. At December 31, 2016 there was approximately $83,000 accrued for state franchise tax in the Company’s accrued expenses. At December 31, 2015, there were approximately $4,000 of accrued travel expenses and $39,000 accrued state franchise tax in the Company’s accrued expenses. Due to affiliate represents entity costs and offering costs paid by an affiliate on behalf of the Company. These advances are non-interest bearing, unsecured and payable on demand. Redeemable common stock As discussed in Note 4, 4,000,000 of the 5,000,000 shares of common stock sold as part of the units in the Public Offering contain a redemption feature which allows for the redemption of common stock under the Company’s liquidation or tender offer/stockholder approval provisions. In accordance with ASC 480, redemption provisions not solely within the control of the Company require the security to be classified outside of permanent equity. Ordinary liquidation events, which involve the redemption and liquidation of all of the entity’s equity instruments, are excluded from the provisions of ASC 480. Although the Company did not specify a maximum redemption threshold, its charter provides that in no event will it redeem its Public Shares in an amount that would cause its net tangible assets (stockholders’ equity) to be less than $5,000,001. Accordingly, at December 31, 2016 and 2015, 4,000,000 of the 5,000,000 Public Shares were classified outside of permanent equity at its redemption value. Recently issued accounting standards The Company complies with ASU 2014-15, “Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern” (“ASU 2014-15”). ASU 2014-15 provides guidance on management’s responsibility in evaluating whether there is substantial doubt about a company’s ability to continue as a going concern and about related footnote disclosures. For each reporting period, management is required to evaluate whether there are conditions or events that raise substantial doubt about a company’s ability to continue as a going concern within one year from the date the financial statements are issued. The amendments in ASU 2014-15 are effective for annual reporting periods ending after December 15, 2016, and for annual and interim periods thereafter. Early adoption is permitted. The Company has adopted the methodologies prescribed by ASU 2014-15, and the adoption of ASU 2014-15 will not have a material effect on its financial position or results of operations. Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements. |
Public Offering
Public Offering | 12 Months Ended |
Dec. 31, 2016 | |
Public Offering [Abstract] | |
PUBLIC OFFERING | 3. PUBLIC OFFERING On July 29, 2015, the Company sold 5,000,000 units at a purchase price of $10.00 per unit (“Public Units”) in the Public Offering. Each Public Unit consists of one share of the Company’s common stock, $0.0001 par value, and one common stock purchase warrant. The Company did not register the shares of common stock issuable upon exercise of the warrants at the time of the Public Offering. However, the Company has agreed to use its best efforts to file and have an effective registration statement covering the shares of common stock issuable upon exercise of the warrants, to maintain a current prospectus relating to those shares of common stock until the earlier of the date the warrants expire or are redeemed and, the date on which all of the warrants have been exercised and to qualify the resale of such shares under state blue sky laws, to the extent an exemption is not available. Each warrant will entitle the holder to purchase one-half of one share of common stock at an exercise price of $5.75 per half share ($11.50 per whole share). Warrants may be exercised only for a whole number of shares of common stock. No fractional shares will be issued upon exercise of the warrants. The warrants will become exercisable on the later of (a) 30 days after the consummation of its initial Business Combination, or (b) 12 months from the closing of the Public Offering. The warrants will expire at 5:00 p.m., New York time, five years after the consummation of its initial Business Combination or earlier upon redemption or liquidation. On the exercise of any warrant, the warrant exercise price will be paid directly to us and not placed in the Trust Account. The warrants will be redeemable by the Company at a price of $0.01 per warrant upon 30 days prior written notice after the warrants become exercisable, only in the event that the last sale price of the common stock equals or exceeds $24.00 per share for any 20 trading days within a 30-trading day period ending on the third business day prior to the date on which notice of redemption is given. The Company paid an upfront underwriting discount of $1,250,000 (approximately 2.5% of the gross proceeds of the Public Offering) to the underwriters at the closing of the Public Offering. The amount was charged to the additional paid in capital account. The Company sold to the underwriter (and/or its designees), for $100, as additional compensation, an option to purchase up to a total of 400,000 units exercisable at $10.00 per unit (or an aggregate exercise price of $4,000,000) upon the closing of the Public Offering. Since the option is not exercisable until the earliest on the closing the initial Business Combination, the option will effectively represent the right to purchase up to 400,000 shares of common stock and 400,000 warrants to purchase 200,000 shares at $11.50 per full share for an aggregate maximum amount of $6,300,000. The units issuable upon exercise of this option are identical to those issued in the Public Offering. (See Note 5). |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2016 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | 4. RELATED PARTY TRANSACTIONS Founder shares In April 2015, the Sponsor purchased 1,504,688 shares of the Company’s common stock (the “Founder Shares”) for $25,000, or $0.01662 per share, which included an aggregate of 192,188 Founder Shares that were subject to forfeiture by the Sponsor to the extent that the overallotment option was not exercised by the underwriter. In June 2015, our Sponsor transferred 164,063 Founder Shares to each of Tim Richerson, our Chief Executive Officer, and Peter Nathanial, our President, as well as 3,000 Founder Shares to each of Messrs. Jetta and Qu, our independent directors. These 334,126 Founder Shares were not subject to forfeiture in the event the underwriter’s overallotment option was not exercised in full. The Founder Shares are identical to the shares of common stock included in the Units sold in the Public Offering, except that (1) the founder shares are subject to certain transfer restrictions, as described in more detail below, and (2) our initial stockholders have agreed: (i) to waive their redemption rights with respect to their founder shares in connection with the consummation of a Business Combination and (ii) to waive their redemption rights with respect to their founder shares if we fail to complete our Business Combination within 24 months from the closing of the Public Offering. However, our initial stockholders will be entitled to redemption rights with respect to any public shares they hold by way of public market purchase if we fail to consummate a Business Combination within such time period. If we submit our initial Business Combination to our public stockholders for a vote, our initial stockholders have agreed to vote their shares and any public shares held in favor of our initial Business Combination. The initial stockholders own founder shares equal to 20.0% of the Company’s issued and outstanding shares (not including the placement shares). On September 8, 2015, the Sponsor forfeited 192,188 Founder Shares since the overallotment was not exercised, so that the initial stockholders owned 20.0% of the Company’s issued and outstanding shares of common stock (not including the placement shares). Our initial stockholders have agreed not to transfer, assign or sell any of their Founder Shares until one year after our initial Business Combination (the “lock up”). Notwithstanding the foregoing, if the last sale price of our common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after our initial Business Combination, or if we consummate a transaction after our initial Business Combination which results in our stockholders having the right to exchange their shares for cash or property, the Founder Shares will be released from the lock-up. The Sponsor purchased an aggregate of 3,000,000 units in the Public Offering. The Sponsor has agreed that it will not seek redemption of 1,000,000 shares included in such units. Private placement In July 2015, the Sponsor purchased 250,000 placement units, each consisting of one share of common stock and one warrant to purchase one-half of one share of common stock at a price of $5.75 per half share, at a price of $10.00 per unit ($2,500,000 in the aggregate,) in a private placement that occurred simultaneously with the completion of the Public Offering. In addition, possible working capital loans by our Sponsor, management team, their affiliates and other third parties may be converted into warrants of the post-business combination entity at a price of $0.50 per warrant (a maximum of 1,000,000 warrants if up to $500,000 is loaned and that amount is converted into warrants). The placement warrants, and the loan warrants, if any, are (or will be) identical to the warrants sold in the Public Offering, except that, if held by our Sponsor or its permitted assigns, they (a) may be exercised for cash or on a cashless basis; (b) are not subject to being called for redemption and (c) they (including the common stock issuable upon exercise of these warrants) may not, subject to certain limited exceptions, be transferred, assigned or sold by the holders until 30 days after the consummation of our initial Business Combination. The Sponsors have agreed that the warrants purchased will not be sold or transferred until 30 days following consummation of a Business Combination, subject to certain limited exceptions. If the Company does not complete a Business Combination, then the proceeds will be part of the liquidating distribution to the public stockholders and the warrants issued to the initial stockholders will expire worthless. The private placement warrants and the common shares issuable upon exercise of the private placement warrants will not be transferable, assignable or salable until 30 days after the consummation of our initial Business Combination and the placement warrants will be non-redeemable so long as they are held by our Sponsor or its affiliates or designees. If the private placement warrants are held by someone other than the Sponsor, or its respective permitted transferees, the private placement warrants will be redeemable by us and exercisable by such holders on the same basis as the warrants included in the Units sold in the Public Offering. Due to Affiliates For the period from April 10, 2015 (inception) through December 31, 2016, the Company’s Sponsor advanced to us a total, net of repayments, of $140,500 which has been used for the payment of costs associated with the Public Offering. These advances are non-interest bearing,unsecured and due on demand. Total amounts due to the sponsor were $140,500 at December 31, 2016 and 2015, respectively. For the period from April 10, 2015 (inception) through December 31, 2016, an officer of the Company advanced us approximately $53,000 for expenses related to the Public Offering. These advances were repaid as of December 31, 2016. In order to finance transaction costs in connection with an intended initial Business Combination, our Sponsor or an affiliate of our Sponsor or certain of our officers and directors may, but are not obligated to, loan us funds as may be required. If we consummate an initial Business Combination, we would repay such loaned amounts. In the event that the initial Business Combination does not close, we may use a portion of the working capital held outside the Trust Account to repay such loaned amounts but no proceeds from our Trust Account would be used for such repayment, other than the interest income earned thereon. Up to $1,000,000 of such loans may be convertible into warrants of the post Business Combination entity at a price of $0.50 per warrant at the option of the lender. The warrants would be identical to the placement warrants. The terms of such loans by our Sponsors, officers and directors, if any, have not been determined and no written agreements exist with respect to such loans. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2016 | |
Commitments and Contingencies [Abstract] | |
COMMITMENTS AND CONTINGENCIES | 5. COMMITMENTS AND CONTINGENCIES The underwriter was entitled to an underwriting discount of two and a half percent (2.5%), which was paid in cash. The Company sold to the underwriter (and/or its designees), for $100, as additional compensation, an option to purchase up to a total of 400,000 units exercisable at $10.00 per unit (or an aggregate exercise price of $4,000,000) upon the closing of the Public Offering. Since the option is not exercisable until the earliest on the closing of our initial Business Combination, the option will effectively represent the right to purchase up to 400,000 shares of common stock and 400,000 warrants to purchase 200,000 shares at $11.50 per full share for an aggregate maximum amount of $6,300,000. The units issuable upon exercise of this option are identical to those offered in the Public Offering. This option may be exercised during the five-year period from the date of the Public Offering commencing on the later of the consummation of an initial Business Combination and the one-year anniversary of the date of the Public Offering. The Company accounts for the fair value of the unit purchase option, net of the receipt of the $100 cash payment, as an expense of the Public Offering resulting in a charge directly to stockholders’ equity. The Company estimates the fair value of this unit purchase option is approximately $2.02 per unit (for a total fair value of approximately $669,114) using a Black-Scholes option-pricing model. The fair value of the unit purchase option granted to the underwriter is estimated as of the date of grant using the following assumptions: (1) expected volatility of 11.15%, (2) risk-free interest rate of 1.36% and (3) expected life of 5 years. Because the Company’s units do not have a trading history, the volatility assumption is based on information currently available to management. The volatility assumption was calculated using the average volatility of exchange-traded funds tracking various indices, which are representative of the sectors on which the company intends to focus for the initial business transaction, including: Fidelity Select Consumer Staples Portfolio, Rydex Consumer Products Fund, Icon Consumer Staples, Putnam Global Consumer Fund, and Vanguard Consumer Staples ETF. The Company believes that the volatility estimate is a reasonable benchmark to use in estimating the expected volatility of the units. Although an expected life of five years was used in the calculation, if the Company does not consummate a Business Combination within the prescribed time period and it liquidates, the option will become worthless. The unit purchase option may be exercised for cash or on a “cashless” basis, at the holder’s option, such that the holder may use the appreciated value of the unit purchase option (the difference between the exercise prices of the unit purchase option and the underlying warrants and the market price of the Units and underlying shares of common stock) to exercise the unit purchase option without the payment of cash. |
Trust Account
Trust Account | 12 Months Ended |
Dec. 31, 2016 | |
Trust Account [Abstract] | |
TRUST ACCOUNT | 6. TRUST ACCOUNT A total of $50,000,000, which includes $47,500,000 of the net proceeds from the Public Offering and $2,500,000 from the sale of the Private Warrants, has been placed in the Trust Account. As of December 31, 2016 and 2015, the balance in the Trust Account was $50,109,326 and $50,023,363, respectively. As of December 31, 2016, the Company’s Trust Account consisted of $49,940,597 in U.S. Treasury Bills, $5,400 in accrued interest and $163,329 in cash. As of December 31, 2015, the Company’s Trust Account consisted of $49,994,122 in U.S. Treasury Bills, $21,485 in accrued interest and $7,756 in cash. The Company classifies its U. S. Treasury and equivalent securities as held-to-maturity in accordance with FASB ASC 320 “Investments - Debt and Equity Securities”. Held-to-maturity securities are those securities which the Company has the ability and intent to hold until maturity. Held-to-maturity treasury securities are recorded at amortized cost on the accompanying December 31, 2016 and 2015 balance sheets and adjusted for the amortization or accretion of premiums or discounts. The carrying amount, excluding interest income, gross unrealized holding gains and fair value of held-to-maturity securities at December 31, 2016 and 2015 are as follows: Held-To-Maturity Carrying Gross Fair Value December 31, 2016 U.S. Treasury Securities $ 49,940,597 $ 5,400 $ 49,945,997 December 31, 2015 U.S. Treasury Securities $ 49,994,122 $ 21,485 $ 50,015,607 |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Dec. 31, 2016 | |
Fair Value Measurements [Abstract] | |
FAIR VALUE MEASUREMENTS | 7. FAIR VALUE MEASUREMENTS The Company complies with ASC 820, “Fair Value Measurement”, for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually. The following tables present information about the Company’s assets and liabilities that are measured at fair value on a recurring basis as of December 31, 2016 and 2015, and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value. In general, fair values determined by Level 1 inputs utilize quoted prices (unadjusted) in active markets for identical assets or liabilities. Fair values determined by Level 2 inputs utilize data points that are observable such as quoted prices, interest rates and yield curves. Fair values determined by Level 3 inputs are unobservable data points for the asset or liability, and includes situations where there is little, if any, market activity for the asset or liability: Description Total Value Quoted Prices Significant Significant Assets: December 31, 2016 Cash and securities held in Trust Account $ 50,109,326 $ 50,109,326 $ - $ - December 31, 2015 Cash and securities held in Trust Account $ 50,023,363 $ 50,023,363 $ - $ - |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2016 | |
Stockholders' Equity [Abstract] | |
STOCKHOLDERS' EQUITY | 8. STOCKHOLDERS’ EQUITY Common stock On October 30, 2015, the Company entered into a twelve-month consulting agreement (the “Agreement”) with FirsTrust China Ltd. (the “Consultant”), pursuant to which the Consultant agreed to provide advisory services relating to potential business combination transactions and the Company agreed to pay the Consultant a monthly fee of $20,000, payable quarterly in advance. In addition, the Company agreed to issue to the Consultant 20,000 restricted shares of the Company’s common stock upon the closing of the Company’s initial Business Combination. The Company estimated the fair value of the shares issuable to the Consultant to be $195,200 and has expensed on a pro-rata basis over the term of the contract. The Consultant is entitled to piggy-back registration rights relating to such shares similar to the piggy-back registration rights granted to the Company’s initial stockholders. During the year ended December 31, 2016, the Company recorded $150,134 in its consulting expenses. On June 10, 2016, the Company and the Consultant entered into a termination agreement, pursuant to which the Company and Consultant mutually agreed to terminate the Agreement in exchange for a $60,000 termination fee. Further, the Consultant agreed that the Company shall have no further obligations to the Consultant, including but not limited to the Company’s obligation to issue shares to the Consultant upon the closing of the Company’s initial business combination. Accordingly, the Company wrote off the unamortized $65,066 prepaid consulting expenses. The Company is authorized to issue 15,000,000 shares of common stock with a par value of $0.0001 per share. Holders of the Company’s common stock are entitled to one vote for each share of common stock. At December 31, 2016, there were 6,562,500 shares of common stock issued and outstanding (including 4,000,000 shares of common stock subject to redemption). Preferred stock The Company is authorized to issue 1,000,000 shares of preferred stock with a par value of $0.0001 per share. At December 31, 2016, there were no shares of preferred stock issued and outstanding. The rights privileges, restrictions and conditions of the preferred shares have not been determined. Options In July 2016, the board of directors of the Company appointed two new directors. In August, the Sponsor has granted an option to each of the two new directors to acquire 6,000 shares of common stock at a price of $9.79 per share exercisable commencing six months after closing of the initial Business Combination and expiring five years from the closing of the initial Business Combination. The Company estimates the fair value of the purchase options at $15,546 using a Black-Scholes option-pricing model and recorded $15,546 as compensation expenses accordingly for the year ended December 31, 2016. |
Summary of Significant Accoun16
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2016 | |
Summary of Significant Accounting Policies [Abstract] | |
Basis of presentation | Basis of presentation The accompanying financial statements are presented in U.S. dollars in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the accounting and disclosure rules and regulations of the Securities and Exchange Commission (“SEC’). |
Net loss per common share | Net loss per common share The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” Net loss per common share is computed by dividing net loss applicable to common stockholders by the weighted average number of common shares outstanding for the period. At December 31, 2016, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into common stock and then share in the earnings of the Company. As a result, diluted loss per common share is the same as basic loss per common share for the periods presented. |
Concentration of credit risk | Concentration of credit risk Financial instruments that potentially subject the Company to concentration of credit risk consist of cash accounts in a financial institution which, at times may exceed the Federal Depository Insurance Corporation coverage of $250,000. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. |
Fair value of financial instruments | Fair value of financial instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC Topic 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the accompanying balance sheets, primarily due to their short-term nature. |
Use of estimates | Use of estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. |
Income taxes | Income taxes The Company complies with the accounting and reporting requirements of FASB ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. At December 31, 2016 and 2015, the Company has a deferred tax assets of approximately $328,000 and $84,000 related to the net operating loss carryforwards of approximately $890,000 and $260,000, respectively (which begin to expire in 2035) and start-up costs. Management has determined that a full valuation allowance of their deferred tax assets is appropriate at this time. FASB ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits as of December 31, 2016 and 2015. No amounts were accrued for the payment of interest and penalties at December 31, 2016 and 2015. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. The Company may be subject to potential examination by U.S. federal, U.S. 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. |
Cash and cash equivalents | Cash and cash equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of December 31, 2016 and 2015. |
Cash and securities held in Trust Account | Cash and securities held in Trust Account At December 31, 2016 and 2015, substantially all of the assets held in the Trust Account were held in U.S. Treasury Bills. |
Deferred offering costs | Deferred offering costs Deferred offering costs consisted of legal, underwriter and accounting fees incurred that were directly related to the Public Offering and that were charged to stockholders’ equity upon the completion of the Public Offering on July 29, 2015. Deferred offering costs amounting to $1,862,816 were charged to stockholders’ equity upon completion of the Offering. |
Accrued expenses and due to affiliate | Accrued expenses and due to affiliate Accrued expenses represents amount the Company owes to its vendors, for which service has been provided but the Company has not paid for and state franchise tax. At December 31, 2016 there was approximately $83,000 accrued for state franchise tax in the Company’s accrued expenses. At December 31, 2015, there were approximately $4,000 of accrued travel expenses and $39,000 accrued state franchise tax in the Company’s accrued expenses. Due to affiliate represents entity costs and offering costs paid by an affiliate on behalf of the Company. These advances are non-interest bearing, unsecured and payable on demand. |
Redeemable common stock | Redeemable common stock As discussed in Note 4, 4,000,000 of the 5,000,000 shares of common stock sold as part of the units in the Public Offering contain a redemption feature which allows for the redemption of common stock under the Company’s liquidation or tender offer/stockholder approval provisions. In accordance with ASC 480, redemption provisions not solely within the control of the Company require the security to be classified outside of permanent equity. Ordinary liquidation events, which involve the redemption and liquidation of all of the entity’s equity instruments, are excluded from the provisions of ASC 480. Although the Company did not specify a maximum redemption threshold, its charter provides that in no event will it redeem its Public Shares in an amount that would cause its net tangible assets (stockholders’ equity) to be less than $5,000,001. Accordingly, at December 31, 2016 and 2015, 4,000,000 of the 5,000,000 Public Shares were classified outside of permanent equity at its redemption value. |
Recently issued accounting standards | Recently issued accounting standards The Company complies with ASU 2014-15, “Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern” (“ASU 2014-15”). ASU 2014-15 provides guidance on management’s responsibility in evaluating whether there is substantial doubt about a company’s ability to continue as a going concern and about related footnote disclosures. For each reporting period, management is required to evaluate whether there are conditions or events that raise substantial doubt about a company’s ability to continue as a going concern within one year from the date the financial statements are issued. The amendments in ASU 2014-15 are effective for annual reporting periods ending after December 15, 2016, and for annual and interim periods thereafter. Early adoption is permitted. The Company has adopted the methodologies prescribed by ASU 2014-15, and the adoption of ASU 2014-15 will not have a material effect on its financial position or results of operations. Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements. |
Trust Account (Tables)
Trust Account (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Trust Account [Abstract] | |
Schedule of trust account | Held-To-Maturity Carrying Gross Fair Value December 31, 2016 U.S. Treasury Securities $ 49,940,597 $ 5,400 $ 49,945,997 December 31, 2015 U.S. Treasury Securities $ 49,994,122 $ 21,485 $ 50,015,607 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Fair Value Measurements [Abstract] | |
Schedule of fair value measurements | Description Total Value Quoted Prices Significant Significant Assets: December 31, 2016 Cash and securities held in Trust Account $ 50,109,326 $ 50,109,326 $ - $ - December 31, 2015 Cash and securities held in Trust Account $ 50,023,363 $ 50,023,363 $ - $ - |
Description of Organization a19
Description of Organization and Business Operations (Details) - USD ($) | 1 Months Ended | 9 Months Ended | 12 Months Ended | |
Jul. 29, 2015 | Dec. 31, 2015 | Dec. 31, 2016 | Apr. 22, 2015 | |
Description of Organization and Business Operations (Textual) | ||||
Common stock sale price | $ 10 | $ 0.01662 | ||
Sale of stock to sponsor | $ 25,000 | |||
Shares held in trust account | $ 50,000,000 | |||
Minimum net tangible assets | $ 5,000,001 | |||
Trust account description | (i) The completion of the Business Combination; or (ii) the redemption of 100% of the outstanding public shares included in the units sold in the Public Offering if the Company is unable to complete the Business Combination within 24 months from the closing of the Public Offering. | |||
Public Offering [Member] | ||||
Description of Organization and Business Operations (Textual) | ||||
Common stock sale price | $ 10 | |||
Sale of stock to sponsor | $ 2,500,000 | |||
Sale of stock to sponsor, Shares | 250,000 | |||
Additional shares issued to sponsor, Shares | 3,000,000 | |||
Non-redeemable shares | 1,000,000 | |||
Maturity period | 180 days | |||
Percentage of gross proceeds of proposed offering | 100.00% | |||
Shares held in trust account | $ 50,000,000 | |||
Minimum net tangible assets | $ 5,000,001 | |||
Term of initial business combination | The Sponsor has agreed that it will not seek redemption of 1,000,000 shares of the 3,000,000 shares purchased in the Public Offering. In the event that the Company is unable to complete its initial Business Combination within 24 months from the closing of the Public Offering, the non-redeemable 1,000,000 Sponsor shares will be entitled to the liquidation rights. |
Summary of Significant Accoun20
Summary of Significant Accounting Policies (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Summary of Significant Accounting Policies (Textual) | ||
Federal depository insurance | $ 250,000 | |
Deferred offering costs | 1,862,816 | |
Minimum net tangible assets | 5,000,001 | |
Accrued travel expenses | $ 4,000 | |
Accrued state franchise tax | 83,000 | 39,000 |
Unrecognized tax benefits | ||
Deferred tax assets | 328,000 | 84,000 |
Payment of interest and penalties | ||
Net operating loss carryforwards | $ 890,000 | $ 260,000 |
Net operating loss carryforwards, expiration date | Dec. 31, 2035 | |
Redeemable common stock [Member] | ||
Summary of Significant Accounting Policies (Textual) | ||
Sale of common stock shares | 5,000,000 | 5,000,000 |
Redeemable permanent equity, shares | 4,000,000 | 4,000,000 |
Term of redeemable common stock | 4,000,000 of the 5,000,000 shares of common stock sold as part of the units in the Public Offering contain a redemption feature which allows for the redemption of common stock under the Company's liquidation or tender offer/stockholder approval provisions. |
Public Offering (Details)
Public Offering (Details) - USD ($) | 1 Months Ended | 12 Months Ended | ||
Jul. 29, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Apr. 22, 2015 | |
Public Offering (Textual) | ||||
Common stock sale price | $ 10 | $ 0.01662 | ||
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | |
Public Offering [Member] | ||||
Public Offering (Textual) | ||||
Common stock sold | 5,000,000 | |||
Common stock sale price | $ 10 | |||
Common stock, par value | $ 0.0001 | |||
Common stock rights description | Each warrant will entitle the holder to purchase one-half of one share of common stock at an exercise price of $5.75 per half share ($11.50 per whole share). | |||
Warrant description | The warrants will become exercisable on the later of (a) 30 days after the consummation of its initial Business Combination, or (b) 12 months from the closing of the Public Offering. The warrants will expire at 5:00 p.m., New York time, five years after the consummation of its initial Business Combination or earlier upon redemption or liquidation. | |||
Underwriting discount | $ 1,250,000 | |||
Underwriting discount percentage | 2.50% | |||
Stock option exercisable, shares | 400,000 | |||
Aggregate exercise price of stock option | $ 4,000,000 | |||
Exercise price of option per unit | $ 10 | |||
Additional compensation | $ 100 | |||
Warrant redemption, description | The warrants will be redeemable by the Company at a price of $0.01 per warrant upon 30 days prior written notice after the warrants become exercisable, only in the event that the last sale price of the common stock equals or exceeds $24.00 per share for any 20 trading days within a 30-trading day period ending on the third business day prior to the date on which notice of redemption is given. | |||
Maximum shares of common stock purchase by option rights | 400,000 | |||
Number of warrant issued | 400,000 | |||
Warrants issued to purchase shares | 200,000 | |||
Purchase price of shares | $ 11.50 | |||
Proceeds from warrant exercises | $ 6,300,000 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | Sep. 08, 2015 | Jul. 31, 2015 | Jul. 29, 2015 | Jun. 30, 2015 | Apr. 30, 2015 | Dec. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2016 | Aug. 31, 2016 | Apr. 22, 2015 |
Related Party Transactions (Textual) | ||||||||||
Common stock share price | $ 2.02 | $ 2.02 | $ 9.79 | |||||||
Common stock sale price | $ 10 | $ 0.01662 | ||||||||
Sale of stock to sponsor | $ 25,000 | |||||||||
Percentage of common stock own by initial stockholders | 20.00% | |||||||||
Business combination, description | Our initial stockholders have agreed not to transfer, assign or sell any of their Founder Shares until one year after our initial Business Combination (the "lock up"). Notwithstanding the foregoing, if the last sale price of our common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after our initial Business Combination, or if we consummate a transaction after our initial Business Combination which results in our stockholders having the right to exchange their shares for cash or property, the Founder Shares will be released from the lock-up. | |||||||||
Price per warrant | $ 0.50 | $ 0.50 | ||||||||
Loans convertible into warrants | $ 1,000,000 | |||||||||
Total, net of repayments | $ 140,500 | |||||||||
Payment of expenses related to the public offering | 53,000 | |||||||||
Over allotment option [Member] | ||||||||||
Related Party Transactions (Textual) | ||||||||||
Founder shares not subject to forfeiture | 334,126 | |||||||||
Public Offering [Member] | ||||||||||
Related Party Transactions (Textual) | ||||||||||
Common stock sale price | $ 10 | |||||||||
Sale of stock to sponsor | $ 2,500,000 | |||||||||
Sale of stock to sponsor, Shares | 250,000 | |||||||||
Additional shares issued to sponsor, Shares | 3,000,000 | |||||||||
Non-redeemable shares | 1,000,000 | |||||||||
Private Placement [Member] | ||||||||||
Related Party Transactions (Textual) | ||||||||||
Common stock share price | $ 5.75 | |||||||||
Common stock sale price | $ 10 | |||||||||
Sale of stock to sponsor | $ 2,500,000 | |||||||||
Sale of stock to sponsor, Shares | 250,000 | |||||||||
Sale of stock, description | (a) may be exercised for cash or on a cashless basis; (b) are not subject to being called for redemption and (c) they (including the common stock issuable upon exercise of these warrants) may not, subject to certain limited exceptions, be transferred, assigned or sold by the holders until 30 days after the consummation of our initial Business Combination. The Sponsors have agreed that the warrants purchased will not be sold or transferred until 30 days following consummation of a Business Combination, subject to certain limited exceptions. | |||||||||
Price per warrant | $ 0.50 | |||||||||
Term of loan warrants | A maximum of 1,000,000 warrants if up to $500,000 is loaned and that amount is converted into warrants. | |||||||||
Founder [Member] | ||||||||||
Related Party Transactions (Textual) | ||||||||||
Common stock share price | $ 0.01662 | |||||||||
Forfeiture of common stock by Sponsor | 192,188 | 192,188 | ||||||||
Sale of stock to sponsor | $ 25,000 | |||||||||
Sale of stock to sponsor, Shares | 1,504,688 | |||||||||
Percentage of common stock own by initial stockholders | 20.00% | |||||||||
Sponsor [Member] | ||||||||||
Related Party Transactions (Textual) | ||||||||||
Due to affiliates | $ 140,500 | $ 140,500 | $ 140,500 | |||||||
Tim Richerson [Member] | ||||||||||
Related Party Transactions (Textual) | ||||||||||
Sale of stock to sponsor, Shares | 164,063 | |||||||||
Peter Nathanial [Member] | ||||||||||
Related Party Transactions (Textual) | ||||||||||
Sale of stock to sponsor, Shares | 164,063 | |||||||||
Mr. Jetta [Member] | ||||||||||
Related Party Transactions (Textual) | ||||||||||
Sale of stock to sponsor, Shares | 3,000 | |||||||||
Mr. Qu [Member] | ||||||||||
Related Party Transactions (Textual) | ||||||||||
Sale of stock to sponsor, Shares | 3,000 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Aug. 31, 2016 | |
Commitments and Contingencies (Textual) | ||
Share price | $ 2.02 | $ 9.79 |
Stock option fair value | $ 669,114 | |
Expected volatility | 11.15% | |
Risk-free interest rate | 1.36% | |
Expected life | 5 years | |
Public offering expense | $ 100 | |
Public Offering [Member] | ||
Commitments and Contingencies (Textual) | ||
Exercise price per share | $ 10 | |
Underwriting discount | 2.50% | |
Additional compensation | $ 100 | |
Stock option exercise price | $ 4,000,000 | |
Stock option exercise price, shares | 400,000 | |
Underwriting commitments, description | Since the option is not exercisable until the earliest on the closing of our initial Business Combination, the option will effectively represent the right to purchase up to 400,000 shares of common stock and 400,000 warrants to purchase 200,000 shares at $11.50 per full share for an aggregate maximum amount of $6,300,000. The units issuable upon exercise of this option are identical to those offered in the Public Offering. This option may be exercised during the five-year period from the date of the Public Offering commencing on the later of the consummation of an initial Business Combination and the one-year anniversary of the date of the Public Offering. | |
Maximum shares of common stock purchase by option rights | 400,000 | |
Number of warrant issued | 400,000 | |
Warrants issued to purchase shares | 200,000 | |
Purchase price of shares | $ 11.50 |
Trust Account (Details)
Trust Account (Details) - U .S. Treasury Securities [Member] - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Schedule of trust account | ||
Carrying Amount | $ 49,940,597 | $ 49,994,122 |
Gross Unrealized Holding Gains | 5,400 | 21,485 |
Fair Value | $ 49,945,997 | $ 50,015,607 |
Trust Account (Details Textual)
Trust Account (Details Textual) - USD ($) | 9 Months Ended | 12 Months Ended |
Dec. 31, 2015 | Dec. 31, 2016 | |
Trust Account (Textual) | ||
Total trust account | $ 50,000,000 | |
Proceeds from the public offering, net | 47,500,000 | |
Proceeds from sale of units in Private Placement | $ 2,500,000 | |
Trust account balance | 50,023,363 | 50,109,326 |
U .S. Treasury Securities [Member] | ||
Trust Account (Textual) | ||
Trust Account in U.S. Treasury Bills | 49,994,122 | 49,940,597 |
Accrued interest | 21,485 | 5,400 |
Cash | $ 7,756 | $ 163,329 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Assets: | ||
Cash and securities held in Trust Account | $ 50,109,326 | $ 50,023,363 |
Quoted Prices in Active Markets (Level 1) | ||
Assets: | ||
Cash and securities held in Trust Account | 50,109,326 | 50,023,363 |
Significant Other Observable Inputs (Level 2) | ||
Assets: | ||
Cash and securities held in Trust Account | ||
Significant Other Unobservable Inputs (Level 3) | ||
Assets: | ||
Cash and securities held in Trust Account |
Stockholders' Equity (Details)
Stockholders' Equity (Details) - USD ($) | Jun. 10, 2016 | Aug. 31, 2016 | Oct. 30, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Jul. 29, 2015 |
Stockholders' Equity (Textual) | ||||||
Common stock, shares authorized | 15,000,000 | 15,000,000 | ||||
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||
Common stock, shares issued | 2,562,500 | 2,562,500 | ||||
Common stock, shares outstanding | 2,562,500 | 2,562,500 | ||||
Preferred stock, shares authorized | 1,000,000 | 1,000,000 | ||||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | ||||
Preferred stock, shares issued | ||||||
Preferred stock, shares outstanding | ||||||
Common stock, redemption shares | 4,000,000 | 4,000,000 | ||||
Consultant fee monthly | $ 20,000 | |||||
Consulting expenses | $ 150,134 | |||||
Prepaid expense | 65,066 | |||||
Restricted shares to consultant | 20,000 | |||||
Fair value of shares issuable to consultant | $ 195,200 | |||||
Termination fee | $ 60,000 | |||||
Shares acquired by two new directors | 6,000 | |||||
Fair value of purchase options | 15,546 | |||||
Compensation expense | $ 15,546 | |||||
Common stock share price | $ 9.79 | $ 2.02 | ||||
Description of business combination | Each of the two new directors to acquire 6,000 shares of common stock at a price of $9.79 per share exercisable commencing six months after closing of the initial Business Combination and expiring five years from the closing of the initial Business Combination. | |||||
Common Stock [Member] | ||||||
Stockholders' Equity (Textual) | ||||||
Common stock, shares authorized | 15,000,000 | |||||
Common stock, par value | $ 0.0001 | |||||
Common stock, shares issued | 6,562,500 | |||||
Common stock, shares outstanding | 6,562,500 | |||||
Preferred Stock [Member] | ||||||
Stockholders' Equity (Textual) | ||||||
Preferred stock, shares authorized | 1,000,000 | |||||
Preferred stock, par value | $ 0.0001 | |||||
Preferred stock, shares issued | ||||||
Preferred stock, shares outstanding |