Document and Entity Information
Document and Entity Information - shares | 5 Months Ended | |
Sep. 30, 2015 | Nov. 10, 2015 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | Hennessy Capital Acquisition Corp II | |
Entity Central Index Key | 1,642,453 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2015 | |
Document Fiscal Year Focus | 2,015 | |
Document Fiscal Period Focus | Q3 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Common Stock, Shares Outstanding | 24,949,885 |
Condensed Balance Sheet (Unaudi
Condensed Balance Sheet (Unaudited) | Sep. 30, 2015USD ($) |
Current assets - | |
Cash | $ 2,019,000 |
Prepaid expenses | 71,000 |
Total current liabilities | 2,090,000 |
Non-current assets- | |
Cash and investments held in Trust Account | 199,733,000 |
Total assets | 201,823,000 |
LIABILITIES AND STOCKHOLDERS' EQUITY | |
Current liabilities - Accounts payable and accrued liabilities | 106,000 |
Other liabilities - | |
Deferred underwriting compensation | 7,185,000 |
Total liabilities | 7,291,000 |
Common stock subject to possible redemption; 18,953,203 shares (at redemption value of approximately $10.00 per share) | $ 189,532,000 |
Stockholders' equity: | |
Preferred stock, $0.0001 par value; 1,000,000 shares authorized, none issued or outstanding | |
Common stock, $0.0001 par value, 45,000,000 authorized shares, 5,996,682 shares issued and outstanding (excluding 18,953,203 shares subject to possible redemption) | $ 1,000 |
Additional paid-in-capital | 5,063,000 |
Accumulated deficit | (64,000) |
Total stockholders' equity | 5,000,000 |
Total liabilities and stockholders' equity | $ 201,823,000 |
Condensed Balance Sheet (Parent
Condensed Balance Sheet (Parenthetical) (Unaudited) | Sep. 30, 2015$ / sharesshares |
Statement of Financial Position [Abstract] | |
Preferred stock par value | $ / shares | $ 0.0001 |
Preferred stock, shares authorized | 1,000,000 |
Preferred stock, shares issued | |
Preferred stock, shares outstanding | |
Common stock par value | $ / shares | $ 0.0001 |
Common stock, shares authorized | 45,000,000 |
Common stock, shares issued | 5,996,682 |
Common stock, shares outstanding | 5,996,682 |
Redemption of common stock, shares | 18,953,203 |
Redemption of common stock, per share | $ / shares | $ 10 |
Condensed Statement of Operatio
Condensed Statement of Operations (Unaudited) - USD ($) | 3 Months Ended | 5 Months Ended |
Sep. 30, 2015 | Sep. 30, 2015 | |
Income Statement [Abstract] | ||
Revenues | ||
General and administrative expenses | $ 198,000 | $ 198,000 |
Loss from operations | (198,000) | (198,000) |
Other income - Investment income on Trust Account | 134,000 | 134,000 |
Net loss attributable to common stock | $ (64,000) | $ (64,000) |
Weighted average common shares outstanding: | ||
Basic and diluted | 5,713,000 | 5,436,000 |
Net loss per common share: | ||
Basic and diluted | $ (0.01) | $ (0.01) |
Condensed Statement of Stockhol
Condensed Statement of Stockholders' Equity (Unaudited) - 5 months ended Sep. 30, 2015 - USD ($) | Total | Common Stock | Additional Paid-in Capital | Accumulated Deficit |
Balances at Apr. 28, 2015 | ||||
Balances, shares at Apr. 28, 2015 | ||||
Sale of common stock to Sponsor at $0.005 per share | $ 25,000 | $ 1,000 | $ 24,000 | |
Sale of common stock to Sponsor at $0.005 per share, Shares | 5,031,250 | |||
Sale of Units to the public in July and August 2015 at $10.00 per unit | 199,599,000 | $ 2,000 | $ 199,597,000 | |
Sale of Units to the public in July and August 2015 at $10.00 per unit, Shares | 19,959,908 | |||
Underwriters' discount and offering expenses | (12,568,000) | $ (12,568,000) | ||
Sale of 15,080,756 Private Placement Warrants in July and August 2015 at $0.50 per warrant | $ 7,540,000 | $ 7,540,000 | ||
Sale of 15,080,756 Private Placement Warrants in July and August 2015 at $0.50 per warrant, Shares | ||||
Founder shares forfeited | ||||
Founder shares forfeited, Shares | (41,273) | |||
Proceeds subject to possible redemption of 18,953,203 shares at redemption value | $ (189,532,000) | $ (2,000) | $ (189,530,000) | |
Proceeds subject to possible redemption of 18,953,203 shares at redemption value, Shares | (18,953,203) | |||
Net loss attributable to common stock | (64,000) | $ (64,000) | ||
Balances at Sep. 30, 2015 | $ 5,000,000 | $ 1,000 | $ 5,063,000 | $ (64,000) |
Balances, shares at Sep. 30, 2015 | 5,996,682 |
Condensed Statement of Stockho6
Condensed Statement of Stockholders' Equity (Parenthetical) (Unaudited) - $ / shares | 1 Months Ended | |||||
Aug. 31, 2015 | Jul. 28, 2015 | Sep. 30, 2015 | Aug. 04, 2015 | Jul. 31, 2015 | Apr. 30, 2015 | |
Statement of Stockholders' Equity [Abstract] | ||||||
Sale of common stock par value | $ 0.005 | $ 5.75 | $ 0.005 | |||
Sale of unit public offering | $ 10 | $ 10 | ||||
Sale of private placement warrants | 15,080,756 | 15,080,756 | ||||
Private placement per warrants | $ 0.50 | $ 0.50 |
Condensed Statement of Cash Flo
Condensed Statement of Cash Flows (Unaudited) | 5 Months Ended |
Sep. 30, 2015USD ($) | |
Cash flow from operating activities: | |
Net loss attributable to common stock | $ (64,000) |
Adjustments to reconcile net loss to net cash used in operations: | |
Increase in prepaid expenses | (71,000) |
Increase in accounts payable and accrued liabilities | 106,000 |
Trust income retained in Trust Account | (134,000) |
Net cash used in operating activities | (163,000) |
Cash flows from investing activities: Cash deposited in Trust Account | (199,599,000) |
Cash flows from financing activities: | |
Proceeds from sale of common stock to Sponsor | 25,000 |
Proceeds from note payable and advances - related party | 238,000 |
Proceeds from sale of Public Offering Units | 199,599,000 |
Proceeds from sale of Private Placement Warrants | 7,540,000 |
Payment of underwriting discounts | (4,790,000) |
Payment of offering costs | (593,000) |
Payment of note payable and advances - related party | (238,000) |
Net cash provided by financing activities | 201,781,000 |
Net increase in cash | $ 2,019,000 |
Cash at beginning of period | |
Cash at end of period | $ 2,019,000 |
Supplemental disclosure of non-cash financing activities: | |
Deferred underwriters' commission | $ 7,185,000 |
Description of Organization and
Description of Organization and Business Operations | 5 Months Ended |
Sep. 30, 2015 | |
Description of Organization and Business Operations [Abstract] | |
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | NOTE 1 - DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Organization and General: Hennessy Capital Acquisition Corp. II (the "Company") was incorporated in Delaware on April 29, 2015. 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 (the “Business Combination”). The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, or the “Securities Act,” as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). At September 30, 2015, the Company had not commenced any operations. All activity for the period from April 29, 2015 (inception) through September 30, 2015 relates to the Company’s formation and the initial public offering (“Public Offering”) described below and subsequent to the Public Offering, efforts have been directed toward locating and completing a suitable Business Combination. The Company has not and will not generate any operating revenues until after completion of a suitable Business Combination, at the earliest. The Company has generated non-operating income in the form of investment income on cash and investments from the proceeds of the Public Offering. The Company has selected December 31st as its fiscal year end. All dollar amounts are rounded to the nearest thousand dollars. Sponsor and Financing: The Company’s sponsor is Hennessy Capital Partners II LLC, a Delaware limited liability corporation (the “Sponsor”). The registration statement for the Public Offering (as described in Note 3) was declared effective by the United States Securities and Exchange Commission (the “SEC”) on July 22, 2015. The Company intends to finance a Business Combination with proceeds from the approximately $199,599,000 of the gross proceeds from the Public Offering (including approximately $24,599,000 from the underwriters’ partial exercise of their overallotment option - Note 3) and approximately $7,540,000 of gross proceeds (including approximately $590,000 resulting from the underwriters’ partial exercise of their over-allotment option) from the private placement (Note 4). Upon the closing of the Public Offering and the private placement, approximately $199,599,000 was deposited in a trust account with Continental Stock Transfer and Trust Company acting as trustee (the “Trust Account”) as discussed below. As a result of the underwriters’ exercising less than the full overallotment option, the Sponsor forfeited 41,273 shares of its common stock as described in Notes 3, 4 and 5. The Trust Account: The funds in the Trust Account may be invested only in U.S. government treasury bills with a maturity of one hundred and eighty (180) days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act of 1940 which invest only in direct U.S. government obligations. Funds will remain in the Trust Account until the earlier of (i) the consummation of the Business Combination or (ii) the distribution of the Trust Account as described below. The remaining proceeds of the Public Offering outside the Trust Account may be used to pay for business, legal and accounting due diligence expenses for prospective acquisition targets and continuing general and administrative expenses. The Company’s amended and restated certificate of incorporation provides that, other than the withdrawal of interest to pay taxes, if any, or working capital expenses, none of the funds held in the Trust Account will be released until the earlier of: (i) the completion of the Business Combination; or (ii) the redemption of 100% of the shares of common stock included in the Units (as defined below) sold in the Public Offering if the Company is unable to complete a Business Combination within 24 months from the closing of the Public Offering (subject to the requirements of law). Business Combination: The Company's management has broad discretion with respect to the specific application of the net proceeds of the Public Offering, although substantially all of the net proceeds of the Public Offering are intended to be generally applied toward consummating a Business Combination with a Target Business. As used herein, “Target Business” must be with one or more 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 the 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 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 the Business Combination, including interest but less taxes payable or amounts released to the Company for working capital expenses, or (ii) provide stockholders with the opportunity to have their shares redeemed by the Company by means of a tender offer (and thereby avoid the need for a stockholder vote) for an amount in 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 commencement of the tender offer, including interest but less taxes payable or amounts released to the Company for working capital expenses. The decision as to whether the Company will seek stockholder approval of the Business Combination or will allow stockholders to redeem their shares in 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 unless a vote is required by NASDAQ rules. 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 below) in an amount that would cause its net tangible assets to be less than $5,000,001. In such case, the Company would not proceed with the redemption of its Public Shares and the related Business Combination, and instead may search for an alternate Business Combination. If the Company holds a stockholder vote or there is a tender offer for shares in connection with a Business Combination, a public stockholder will have the right to redeem its shares for an amount in 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 the initial Business Combination, including interest but less taxes payable or amounts released to the Company for working capital expenses. As a result, such shares of common stock are recorded at redemption amount and classified as temporary equity upon the completion of the Public Offering, in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Update (“ASU”) 480, “Distinguishing Liabilities from Equity.” The Company will only have 24 months from the closing date of the Public Offering to complete its initial Business Combination. If the Company does not complete a Business Combination within this period of time, it shall (i) cease all operations except for the purposes of winding up; (ii) as promptly as reasonably possible, but not more than ten business days thereafter, redeem the Public Shares for a per share pro rata portion of the Trust Account, including interest, but less taxes payable or amounts released to the Company for working capital expenses (less up to $50,000 of such net interest to pay dissolution expenses) and (iii) as promptly as possible following such redemption, dissolve and liquidate the balance of the Company’s net assets to its remaining stockholders, as part of its plan of dissolution and liquidation. The initial stockholders have entered into letter agreements with the Company, pursuant to which they have waived their rights to participate in any redemption with respect to their initial shares; however, if the initial stockholders or any of the Company’s officers, directors or affiliates acquire shares of common stock in or after the Public Offering, they will be entitled to a pro rata share of the Trust Account upon the Company’s redemption or liquidation in the event the Company does not complete a Business Combination within the required time period. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be less than the initial public offering price per Unit in the Public Offering. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 5 Months Ended |
Sep. 30, 2015 | |
Summary of Significant Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation: The accompanying interim condensed financial statements have been prepared 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”), and reflect all adjustments, consisting only of normal recurring adjustments, which are, in the opinion of management, necessary for a fair presentation of the financial position as of September 30, 2015 and the results of operations and cash flows for the periods presented. Certain information and disclosures normally included in financial statements prepared in accordance with GAAP have been omitted pursuant to such rules and regulations. Interim results are not necessarily indicative of results for a full year. The accompanying unaudited interim condensed financial statements should be read in conjunction with the audited financial statements and notes thereto included in the final prospectus filed by the Company with the SEC on July 23, 2015 and with the audited balance sheet included in the Form 8-K filed by the Company with the SEC on August 3, 2015 and the unaudited pro forma balance sheet included in the Form 8-K filed by the Company with the SEC on August 6, 2015. All dollar amounts are rounded to the nearest thousand dollars. Emerging Growth Company: Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when an accounting 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 accounting standard at the time private companies adopt the new or revised standard. Net Loss Per Common 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 during the period, plus to the extent dilutive the incremental number of shares of common stock to settle warrants, as calculated using the treasury stock method. At September 30, 2015, the Company had outstanding warrants to purchase 17,520,332 shares of common stock. For all periods presented, these shares were excluded from the calculation of diluted loss per share of common stock because their inclusion would have been anti-dilutive. As a result, diluted loss per common share is the same as basic loss per common share for the period. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution which, at times, may exceed the Federal depository insurance 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. Financial Instruments The fair value of the Company's assets and liabilities, which qualify as financial instruments under FASB Accounting Standards Codification (“ASC”) 820, "Fair Value Measurements and Disclosures," approximates the carrying amounts represented in the condensed financial statements. Use of Estimates The preparation of condensed financial statements in conformity with U.S. GAAP requires the Company’s 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 condensed financial statements. Actual results could differ from those estimates. Offering Costs The Company complies with the requirements of ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (SAB) Topic 5A—"Expenses of Offering". Offering costs of approximately $12,568,000 consist of underwriters’ discounts of approximately $11,976,000 (including approximately $7,185,000 of which payment is deferred) and approximately $592,000 of professional, printing, filing, regulatory and other costs associated with the Public Offering were charged to additional paid in capital upon completion of the Public Offering in July and August 2015. Income Taxes: The Company follows the asset and liability method of accounting for income taxes under FASB ASC, 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. 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 unrecognized tax benefits as of September 30, 2015. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties at September 30, 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. Redeemable Common Stock All of the 19,959,908 shares of common stock sold as part of the Units in the Public Offering contain a redemption feature which allows for the redemption of such 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 does not specify a maximum redemption threshold, its amended and restated certificate of incorporation provides that in no event will the Company redeem its Public Shares in an amount that would cause its net tangible assets (stockholders' equity) to be less than $5,000,001. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of the security to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable common stock are affected by charges against additional paid-in capital. Accordingly, at September 30, 2015, 18,953,203 of the 19,959,908 Public Shares are classified outside of permanent equity at their redemption value. The redemption value is equal to the pro rata share of the aggregate amount then on deposit in the Trust Account, including interest but less taxes payable and amounts released for working capital (approximately $10.00 per share at September 30, 2015). Recent Accounting Pronouncements: The Company complies with the reporting requirements of FASB ASU No. 2014-10, which eliminated certain financial reporting requirements of companies previously identified as “Development Stage Entities” (Topic 915). The amendments in this ASU simplify accounting guidance by removing all incremental financial reporting requirements for development stage entities. The amendments also reduce date maintenance and, for those entities subject to audit, audit costs by eliminating the requirements for development stage entities to present inception-to-date information in the statements of income, cash flows, and stockholders’ equity. Upon adoption, entities will no longer present or disclose any information required by Topic 915. For private entities and emerging growth companies under the JOBS Act, the amendments are effective for annual reporting periods beginning after December 15, 2015. The Company has elected early adoption and the methodologies prescribed by ASU 2014-15 in the accompanying financial statements. In August 2014, the FASB issued ASU 2014-15, Presentation of Financial Statements-Going Concern (Subtopic 205-40): 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 to evaluate whether there is substantial doubt about an organization's ability to continue as a going concern and to provide related footnote disclosures. For each reporting period, management will be 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 does not anticipate that the adoption of ASU 2014-15 will have a material effect on its financial position or results of operations. Management does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements. Subsequent Events: Management has evaluated subsequent events to determine if events or transactions occurring after the date of the financial statements were issued, require potential adjustment to or disclosure in the financial statements and has concluded that all such events that would require adjustment or disclosure have been recognized or disclosed. |
Public Offering
Public Offering | 5 Months Ended |
Sep. 30, 2015 | |
Public Offering [Abstract] | |
PUBLIC OFFERING | NOTE 3 - PUBLIC OFFERING In July and August 2015, the Company closed the Public Offering for the sale of 19,959,908 Units at a price of $10.00 per unit (the “Units”) yielding gross proceeds of approximately $199,599,000. The closings occurred on July 28, 2015 with respect to 17,500,000 Units and on August 4, 2015 with respect to 2,459,908 Units related to the partial exercise of the underwriters’ overallotment option. Each Unit consists of one share of the Company’s common stock, $0.0001 par value (the “Public Shares”) and one redeemable common stock purchase warrant (the “Warrants”). Each Warrant entitles the holder to purchase one-half of one share of common stock at a price of $5.75. No fractional shares will be issued upon exercise of the Warrants. If, upon exercise of the Warrants, a holder would be entitled to receive a fractional interest in a share, we will, upon exercise, round down to the nearest whole number to determine the number of shares of common stock to be issued to the Warrant holder. Each Warrant will become exercisable on the later of 30 days after the completion of the Business Combination or 12 months from the closing of the Public Offering and will expire five years after the completion of the Business Combination or earlier upon redemption or liquidation. However, if the Company does not complete the Business Combination on or prior to the 24-month period allotted to complete the Business Combination, the Warrants will expire at the end of such period. The Company has agreed to use its best efforts, following the completion of the Business Combination, to file a new registration statement under the Securities Act to cover the shares of common stock issuable upon the exercise of the warrants. If the Company is unable to deliver registered shares of common stock to the holder upon exercise of Warrants issued as part of the 19,959,908 Units during the exercise period, there will be no net cash settlement of these Warrants and the Warrants will expire worthless, unless they are exercised on a cashless basis in the circumstances described in the warrant agreement. Once the Warrants become exercisable, the Company may redeem the outstanding Warrants in whole and not in part at a price of $0.01 per Warrant upon a minimum of 30 days’ prior written notice of redemption, only in the event that the last sale price of the Company’s shares of common stock equals or exceeds $24.00 per share for any 20 trading days within the 30-trading day period ending on the third trading day before the Company sends the notice of redemption to the Warrant holders. The Company paid an underwriting discount of 2.4% of the gross offering proceeds of the Public Offering to the underwriters at the closing of the Public Offering (approximately $4,790,000), with an additional fee (the “Deferred Discount”) of 3.6% of the gross offering proceeds payable upon the completion of the Business Combination (approximately $7,186,000). The Deferred Discount will become payable to the underwriters from the amounts held in the Trust Account solely in the event the Company completes the Business Combination. In addition, on July 28, 2015 and August 4, 2015, the Sponsor paid the Company approximately $7,540,000 in a private placement for the purchase of 15,080,756 warrants at a price of $0.50 per warrant (the “Private Placement Warrants”) - see also Note 4. Because the underwriters’ exercised less than the full overallotment option, the Sponsor was required to, and did, forfeit 41,273 of its shares on August 4, 2015 - see also Note 4. |
Related Party Transactions
Related Party Transactions | 5 Months Ended |
Sep. 30, 2015 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 4 - RELATED PARTY TRANSACTIONS Founder Shares: In April 2015, the Sponsor purchased 5,031,250 shares of common stock (the “Founder Shares”) for $25,000, or approximately $0.005 per share. In May 2015, the Sponsor transferred 435,000 shares to the Company’s officers and director nominees. The Founder Shares are identical to the common stock included in the Units sold in the Public Offering except that the Founder Shares are subject to certain transfer restrictions, as described in more detail below. The Sponsor agreed to forfeit up to 656,250 Founder Shares to the extent that the over-allotment option was not exercised in full by the underwriters. The forfeiture was to occur if the over-allotment option was not exercised in full by the underwriters so that the initial stockholders will own 20.0% of the Company’s issued and outstanding shares after the Public Offering. On August 4, 2015, the Sponsor forfeited 41,273 of its Founder Shares. The Company’s initial stockholders have agreed not to transfer, assign or sell any of their Founder Shares until the earlier of (A) one year after the completion of the Company’s initial Business Combination, or earlier if, subsequent to the Company’s initial Business Combination, the last sale price of the Company’s 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 the Company’s initial Business Combination or (B) the date on which the Company completes a liquidation, merger, stock exchange or other similar transaction after the initial Business Combination that results in all of the Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property (the “Lock Up Period”). Private Placement Warrants: Upon the closing of the Public Offering on July 28, 2015 and August 4, 2015, the Sponsor paid the Company approximately $7,540,000 in a private placement for the purchase of the Private Placement Warrants. Each Private Placement Warrant entitles the holder to purchase one-half of one share of common stock at $5.75 per share. The purchase price of the Private Placement Warrants was added to the proceeds from the Public Offering held in the Trust Account pending completion of the Company’s initial Business Combination. The Private Placement Warrants (including the common stock issuable upon exercise of the Private Placement Warrants) are not transferable, assignable or salable until 30 days after the completion of the initial Business Combination and they are non-redeemable so long as they are held by the Sponsor or its permitted transferees. If the Private Placement Warrants are held by someone other than the Sponsor or its permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the warrants included in the Units sold in the Public Offering. Otherwise, the Private Placement Warrants have terms and provisions that are identical to those of the Warrants sold as part of the Units in the Public Offering and have no net cash settlement provisions. If the Company does not complete a Business Combination, then the proceeds from the Private Placement Warrants will be part of the liquidating distribution to the public stockholders and the Private Placement Warrants will expire worthless. Registration Rights: The Company’s initial stockholders and holders of the Private Placement Warrants are entitled to registration rights pursuant to a registration rights agreement entered into in connection with the Public Offering. The Company’s initial stockholders and holders of the Private Placement Warrants will be 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 their securities in other registration statements filed by the Company. The Company will bear the expenses incurred in connection with the filing of any such registration statements. There are no penalties associated with delays in registering the securities under the registration rights agreement. Related Party Loans: As of May 5, 2015, as subsequently amended on July 10, 2015, the Sponsor agreed to loan the Company an aggregate of approximately $238,000 against the issuance of an unsecured promissory note (the “Note”) to cover expenses related to the Public Offering. Between May and July 2015, the Company borrowed approximately $238,000 under this Note. These loans were non-interest bearing and were paid in full upon the closing of the Public Offering on July 28, 2015. Administrative Services Agreement: The Company agreed to pay $10,000 a month for office space, utilities and and secretarial support to an affiliate of the Sponsor, Hennessy Capital LLC. Services commenced on the date the securities were first listed on the NASDAQ Capital Market and will terminate upon the earlier of the consummation by the Company of an initial Business Combination or the liquidation of the Company. The Company pays its Chief Financial Officer $11,650 per month during the first twelve months after the Public Offering and $8,300 per month thereafter and $150,000 in cash upon the successful completion of the Company’s initial Business Combination for his services. |
Trust Account and Fair Value Me
Trust Account and Fair Value Measurement | 5 Months Ended |
Sep. 30, 2015 | |
Trust Account And Fair Value Measurement [Abstract] | |
TRUST ACCOUNT AND FAIR VALUE MEASUREMENT | NOTE 5 - TRUST ACCOUNT AND FAIR VALUE MEASUREMENT The Company complies with FASB ASC 820, Fair Value Measurements, 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. Upon the closing of the Public Offering and the private placement, a total of $199,599,000 was deposited into the Trust Account. All proceeds in the Trust Account may be invested in either U.S. government treasury bills with a maturity of 180 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act of 1940, as amended, and that invest solely in U.S. Treasuries. At September 30, 2015, the proceeds of the Trust Account were invested in U.S. treasury bills yielding interest of approximately 0.2% . The carrying value of the investment is stated at market and includes unrealized appreciation of approximately $134,000 at September 30, 2015. On October 4, 2015, these U.S. treasury bills were sold yielding a gain of approximately $141,000, including approximately $7,000 of appreciation since September 30, 2015. On October 20, 2015, the Company purchased $199,751,000 face value of U.S. treasury bills, maturing on November 19, 2015, for approximately $199,739,000. The following table presents information about the Company’s assets that are measured at fair value on a recurring basis as of September 30, 2015 and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value. Since all of the Company’s permitted investments consist of U.S. government treasury bills, fair values of its investments are determined by Level 1 inputs utilizing quoted prices (unadjusted) in active markets for identical assets or liabilities as follows: Quoted Price Prices in September 30, 2015 Active Markets Description (unaudited) (Level 1) Assets: U.S. Government Treasury Bills $ 199,733,000 $ 199,733,000 |
Stockholders' Equity
Stockholders' Equity | 5 Months Ended |
Sep. 30, 2015 | |
Stockholders' Equity [Abstract] | |
STOCKHOLDERS' EQUITY | NOTE 6 – STOCKHOLDERS’ EQUITY Common Stock: On July 22, 2015, the Company amended and restated its certificate of incorporation to increase the number of its authorized shares of common stock from 29,000,000 shares to 45,000,000 shares. The Company will likely (depending on the terms of the Business Combination) be required to increase the number of shares of common stock which it is authorized to issue in connection with its stockholders vote on the Business Combination to the extent the Company seeks stockholder approval in connection with its Business Combination. Holders of the Company’s common stock are entitled to one vote for each share of common stock they own. In July and August, 2015, a total of 19,959,908 shares of common stock were issued as part of the Units in the Public Offering (including Units issued in connection with the partial exercise of the underwriters’ overallotment option) and in August 2015 41,273 Founder Shares were forfeited resulting in 24,949,885 shares of common stock issued and outstanding, including 18,953,203 shares subject to redemption at September 30, 2015. Preferred Stock: The Company is authorized to issue 1,000,000 shares of preferred stock with such designations, voting and other rights and preferences as may be determined from time to time by the Board of Directors. At September 30, 2015, there were no shares of preferred stock issued and outstanding. |
Summary of Significant Accoun14
Summary of Significant Accounting Policies (Policies) | 5 Months Ended |
Sep. 30, 2015 | |
Summary of Significant Accounting Policies [Abstract] | |
Basis of Presentation: | Basis of Presentation: The accompanying interim condensed financial statements have been prepared 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”), and reflect all adjustments, consisting only of normal recurring adjustments, which are, in the opinion of management, necessary for a fair presentation of the financial position as of September 30, 2015 and the results of operations and cash flows for the periods presented. Certain information and disclosures normally included in financial statements prepared in accordance with GAAP have been omitted pursuant to such rules and regulations. Interim results are not necessarily indicative of results for a full year. The accompanying unaudited interim condensed financial statements should be read in conjunction with the audited financial statements and notes thereto included in the final prospectus filed by the Company with the SEC on July 23, 2015 and with the audited balance sheet included in the Form 8-K filed by the Company with the SEC on August 3, 2015 and the unaudited pro forma balance sheet included in the Form 8-K filed by the Company with the SEC on August 6, 2015. All dollar amounts are rounded to the nearest thousand dollars. |
Emerging Growth Company: | Emerging Growth Company: Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when an accounting 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 accounting standard at the time private companies adopt the new or revised standard. |
Net Loss Per Common Share: | Net Loss Per Common 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 during the period, plus to the extent dilutive the incremental number of shares of common stock to settle warrants, as calculated using the treasury stock method. At September 30, 2015, the Company had outstanding warrants to purchase 17,520,332 shares of common stock. For all periods presented, these shares were excluded from the calculation of diluted loss per share of common stock because their inclusion would have been anti-dilutive. As a result, diluted loss per common share is the same as basic loss per common share for the period. |
Concentration of Credit Risk: | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution which, at times, may exceed the Federal depository insurance 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. |
Financial Instruments: | Financial Instruments The fair value of the Company's assets and liabilities, which qualify as financial instruments under FASB Accounting Standards Codification (“ASC”) 820, "Fair Value Measurements and Disclosures," approximates the carrying amounts represented in the condensed financial statements. |
Use of Estimates: | Use of Estimates The preparation of condensed financial statements in conformity with U.S. GAAP requires the Company’s 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 condensed financial statements. Actual results could differ from those estimates. |
Offering Costs: | Offering Costs The Company complies with the requirements of ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (SAB) Topic 5A—"Expenses of Offering". Offering costs of approximately $12,568,000 consist of underwriters’ discounts of approximately $11,976,000 (including approximately $7,185,000 of which payment is deferred) and approximately $592,000 of professional, printing, filing, regulatory and other costs associated with the Public Offering were charged to additional paid in capital upon completion of the Public Offering in July and August 2015. |
Income Taxes: | Income Taxes: The Company follows the asset and liability method of accounting for income taxes under FASB ASC, 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. 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 unrecognized tax benefits as of September 30, 2015. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties at September 30, 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. |
Redeemable Common Stock | Redeemable Common Stock All of the 19,959,908 shares of common stock sold as part of the Units in the Public Offering contain a redemption feature which allows for the redemption of such 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 does not specify a maximum redemption threshold, its amended and restated certificate of incorporation provides that in no event will the Company redeem its Public Shares in an amount that would cause its net tangible assets (stockholders' equity) to be less than $5,000,001. The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of the security to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable common stock are affected by charges against additional paid-in capital. Accordingly, at September 30, 2015, 18,953,203 of the 19,959,908 Public Shares are classified outside of permanent equity at their redemption value. The redemption value is equal to the pro rata share of the aggregate amount then on deposit in the Trust Account, including interest but less taxes payable and amounts released for working capital (approximately $10.00 per share at September 30, 2015). |
Recent Accounting Pronouncements: | Recent Accounting Pronouncements: The Company complies with the reporting requirements of FASB ASU No. 2014-10, which eliminated certain financial reporting requirements of companies previously identified as “Development Stage Entities” (Topic 915). The amendments in this ASU simplify accounting guidance by removing all incremental financial reporting requirements for development stage entities. The amendments also reduce date maintenance and, for those entities subject to audit, audit costs by eliminating the requirements for development stage entities to present inception-to-date information in the statements of income, cash flows, and stockholders’ equity. Upon adoption, entities will no longer present or disclose any information required by Topic 915. For private entities and emerging growth companies under the JOBS Act, the amendments are effective for annual reporting periods beginning after December 15, 2015. The Company has elected early adoption and the methodologies prescribed by ASU 2014-15 in the accompanying financial statements. In August 2014, the FASB issued ASU 2014-15, Presentation of Financial Statements-Going Concern (Subtopic 205-40): 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 to evaluate whether there is substantial doubt about an organization's ability to continue as a going concern and to provide related footnote disclosures. For each reporting period, management will be 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 does not anticipate that the adoption of ASU 2014-15 will have a material effect on its financial position or results of operations. Management does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements. |
Subsequent Events: | Subsequent Events: Management has evaluated subsequent events to determine if events or transactions occurring after the date of the financial statements were issued, require potential adjustment to or disclosure in the financial statements and has concluded that all such events that would require adjustment or disclosure have been recognized or disclosed. |
Trust Account and Fair Value 15
Trust Account and Fair Value Measurement (Tables) | 5 Months Ended |
Sep. 30, 2015 | |
Trust Account And Fair Value Measurement [Abstract] | |
Schedule of active markets for identical assets or liabilities | Quoted Price Prices in September 30, 2015 Active Markets Description (unaudited) (Level 1) Assets: U.S. Government Treasury Bills $ 199,733,000 $ 199,733,000 |
Description of Organization a16
Description of Organization and Business Operations (Details) - USD ($) | Aug. 04, 2015 | Aug. 31, 2015 | Jul. 28, 2015 | Sep. 30, 2015 |
Description of Organization and Business Operations (Textual) | ||||
Proceeds from issuance of public offering | $ 199,599,000 | |||
Proceeds from issuance of private placement | $ 7,540,000 | $ 7,540,000 | $ 7,540,000 | |
Forfeited shares | 41,273 | |||
Business acquisition description | (i) The completion of the Business Combination; or (ii) the redemption of 100% of the shares of common stock included in the Units (as defined below) sold in the Public Offering if the Company is unable to complete a Business Combination within 24 months from the closing of the Public Offering (subject to the requirements of law). | |||
Business combination, description | “Target Business” must be with one or more businesses that together have a fair market value equal to at least 80% of the balance in the Trust Account | |||
Tangible assets | $ 5,000,001 | |||
Interest paid net | 50,000 | |||
Over-Allotment Option [Member] | ||||
Description of Organization and Business Operations (Textual) | ||||
Proceeds from issuance of public offering | 24,599,000 | |||
Proceeds from issuance of private placement | $ 590,000 | |||
Forfeited shares | 41,273 |
Summary of Significant Accoun17
Summary of Significant Accounting Policies (Details) - USD ($) | 1 Months Ended | 5 Months Ended | |
Aug. 31, 2015 | Jul. 31, 2015 | Sep. 30, 2015 | |
Summary of Significant Accounting Policies (Textual) | |||
Warrant outstanding | 17,520,332 | ||
Federal depository insurance | $ 250,000 | ||
Total offering cost | (12,568,000) | ||
Underwriters' discounts | $ 7,185,000 | 11,976,000 | |
Underwriters expenses related to professional, printing, filing, regulatory and other costs | 592,000 | ||
Common stock issued part of units in public offering | 19,959,908 | 19,959,908 | |
Tangible assets | $ 5,000,001 | ||
Redemption of common stock, shares | 18,953,203 | ||
Redemption of common stock, per share | $ 10 |
Public Offering (Details)
Public Offering (Details) - USD ($) | Aug. 04, 2015 | Aug. 31, 2015 | Jul. 31, 2015 | Jul. 28, 2015 | Sep. 30, 2015 | Apr. 30, 2015 |
Public offering (Textual) | ||||||
Common stock issued part of units in public offering | 19,959,908 | 19,959,908 | ||||
Partial exercise of the underwriters' overallotment option | 2,459,908 | 17,500,000 | ||||
Shares Issued, Price Per Share | $ 10 | $ 10 | ||||
Sale of common stock par value | $ 5.75 | $ 0.005 | $ 0.005 | |||
Proceeds from sale of Public Offering Units | $ 199,599,000 | |||||
Common stock par value | $ 0.0001 | |||||
Common stock share price | $ 0.50 | $ 0.50 | ||||
Proceeds from issuance of private placement | $ 7,540,000 | $ 7,540,000 | $ 7,540,000 | |||
Purchase of warrants | 15,080,756 | 15,080,756 | 15,080,756 | |||
Forfeited shares | 41,273 | |||||
Warrants share price | $ 0.50 | $ 0.50 | $ 0.50 | |||
IPO [Member] | ||||||
Public offering (Textual) | ||||||
Common stock par value | 0.0001 | |||||
Common stock share price | 5.75 | |||||
Exercisable price of warrants | $ 0.01 | |||||
Business combination description | Each Warrant will become exercisable on the later of 30 days after the completion of the Business Combination or 12 months from the closing of the Public Offering and will expire five years after the completion of the Business Combination or earlier upon redemption or liquidation. However, if the Company does not complete the Business Combination on or prior to the 24-month period allotted to complete the Business Combination, the Warrants will expire at the end of such period. The Company has agreed to use its best efforts, following the completion of the Business Combination, to file a new registration statement under the Securities Act to cover the shares of common stock issuable upon the exercise of the warrants. If the Company is unable to deliver registered shares of common stock to the holder upon exercise of Warrants issued as part of the 19,959,908 Units during the exercise period, there will be no net cash settlement of these Warrants and the Warrants will expire worthless, unless they are exercised on a cashless basis in the circumstances described in the warrant agreement. Once the Warrants become exercisable, the Company may redeem the outstanding Warrants in whole and not in part at a price of $0.01 per Warrant upon a minimum of 30 days' prior written notice of redemption, only in the event that the last sale price of the Company's shares of common stock equals or exceeds $24.00 per share for any 20 trading days within the 30-trading day period ending on the third trading day before the Company sends the notice of redemption to the Warrant holders. | |||||
Underwriters description | The Company paid an underwriting discount of 2.4% of the gross offering proceeds of the Public Offering to the underwriters at the closing of the Public Offering (approximately $4,790,000), with an additional fee (the ''Deferred Discount'') of 3.6% of the gross offering proceeds payable upon the completion of the Business Combination (approximately $7,186,000). | |||||
Percentage of underwriting discount | 2.40% | |||||
Deferred discount | 3.60% |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | Aug. 04, 2015 | Aug. 31, 2015 | Jul. 28, 2015 | May. 30, 2015 | Apr. 30, 2015 | Sep. 30, 2015 | Jul. 10, 2015 |
Related Party Transactions (Textuals) | |||||||
Common stock issued to founder, Value | $ 25,000 | ||||||
Forfeiture of founder shares | 41,273 | ||||||
Common stock per share | $ 5.75 | $ 0.005 | $ 0.005 | ||||
Ownership percentage on issued and outstanding shares | 20.00% | ||||||
Unsecured promissory note | $ 238,000 | ||||||
Related party transaction, description | The Company's initial stockholders have agreed not to transfer, assign or sell any of their Founder Shares until the earlier of (A) one year after the completion of the Company's initial Business Combination, or earlier if, subsequent to the Company's initial Business Combination, the last sale price of the Company's 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 the Company's initial Business Combination or (B) the date on which the Company completes a liquidation, merger, stock exchange or other similar transaction after the initial Business Combination that results in all of the Company's stockholders having the right to exchange their shares of common stock for cash, securities or other property (the "Lock Up Period"). | ||||||
Rent Expense | $ 10,000 | ||||||
Proceeds from issuance of private placement | $ 7,540,000 | $ 7,540,000 | $ 7,540,000 | ||||
Unsecured promissory note maturity date | Jul. 28, 2015 | ||||||
Common Stock [Member] | |||||||
Related Party Transactions (Textuals) | |||||||
Common stock issued to founder, Value | $ 25,000 | $ 1,000 | |||||
Common stock issued to founder, Shares | 5,031,250 | 5,031,250 | |||||
Forfeiture of founder shares | 656,250 | (41,273) | |||||
Director [Member] | |||||||
Related Party Transactions (Textuals) | |||||||
Common stock issued to founder, Shares | 435,000 | ||||||
Chief Financial Officer [Member] | |||||||
Related Party Transactions (Textuals) | |||||||
Officers' Compensation | $ 11,650 | ||||||
Officers' compensation, description | The Company pays its Chief Financial Officer $11,650 per month during the first twelve months after the Offering and $8,300 per month thereafter and $150,000 in cash upon the successful completion of our initial business combination for his services. |
Trust Account and Fair Value 20
Trust Account and Fair Value Measurement (Details) | Sep. 30, 2015USD ($) |
Defined Benefit Plan Disclosure [Line Items] | |
Treasury Bills | $ 199,733,000 |
Quoted Price Prices in Active Markets (Level 1) [Member] | |
Defined Benefit Plan Disclosure [Line Items] | |
Treasury Bills | $ 199,733,000 |
Trust Account and Fair Value 21
Trust Account and Fair Value Measurement (Details Textual) - USD ($) | Oct. 04, 2015 | Nov. 19, 2015 | Oct. 20, 2015 | Sep. 30, 2015 |
Trust Account And Fair Value Measurement Textual [Abstract] | ||||
Cash deposited in trust account | $ 199,599,000 | |||
US Treasury Bill Securities [Member] | ||||
Trust Account And Fair Value Measurement Textual [Abstract] | ||||
Invested interest rate | 0.20% | |||
Investment carrying value | $ 134,000 | |||
US Treasury Bill Securities [Member] | Subsequent Event [Member] | ||||
Trust Account And Fair Value Measurement Textual [Abstract] | ||||
Gain on sold of treasury bills | $ 141,000 | |||
Appreciation value of U.S. treasury bills | $ 7,000 | |||
Purchased of U.S. treasury bills | $ 191,751,100 | |||
Proceeds from sale and maturity of held to U.S. treasury bills | $ 199,739,000 |
Stockholders' Equity (Details)
Stockholders' Equity (Details) - shares | 1 Months Ended | 5 Months Ended | ||
Aug. 31, 2015 | Jul. 31, 2015 | Sep. 30, 2015 | Jul. 22, 2015 | |
Stockholders Equity (Textual) | ||||
Common stock, shares authorized | 45,000,000 | |||
Common stock, shares issued | 5,996,682 | |||
Common stock, shares outstanding | 5,996,682 | |||
Preferred stock, shares authorized | 1,000,000 | |||
Preferred stock, shares issued | ||||
Preferred stock, shares outstanding | ||||
Forfeiture of founder shares | 41,273 | |||
Common stock issued part of units in public offering | 19,959,908 | 19,959,908 | ||
IPO [Member] | ||||
Stockholders Equity (Textual) | ||||
Common stock, shares issued | 24,949,885 | |||
Common stock, shares outstanding | 24,949,885 | |||
Redemption of common stock | 18,953,203 | |||
Maximum [Member] | ||||
Stockholders Equity (Textual) | ||||
Common stock, shares authorized | 45,000,000 | |||
Minimum [Member] | ||||
Stockholders Equity (Textual) | ||||
Common stock, shares authorized | 29,000,000 |