Hostess Brands (TWNK) 10-Q 6 May 16 2016 Q1 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	3 Months Ended
	Mar. 31, 2016	May. 06, 2016
Document And Entity Information [Line Items]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Mar. 31, 2016
Document Fiscal Year Focus	2,016
Document Fiscal Period Focus	Q1
Trading Symbol	GRSHU
Entity Registrant Name	Gores Holdings, Inc.
Entity Central Index Key	1,644,406
Current Fiscal Year End Date	--12-31
Entity Filer Category	Non-accelerated Filer
Class A Common Stock
Document And Entity Information [Line Items]
Entity Common Stock, Shares Outstanding		37,500,000
Class F Common Stock
Document And Entity Information [Line Items]
Entity Common Stock, Shares Outstanding		9,375,000

CONDENSED BALANCE SHEETS (Unaud

CONDENSED BALANCE SHEETS (Unaudited) - USD ($)	Mar. 31, 2016	Dec. 31, 2015
Current assets:
Cash and cash equivalents	$ 549,249	$ 790,635
Prepaid expenses	272,808	259,149
Total current assets	822,057	1,049,785
Investments and cash held in Trust Account	375,081,861	375,010,481
Total assets	375,903,918	376,060,265
Current liabilities:
Accrued expenses, formation and offering costs	292,908	217,384
State franchise tax accrual	45,000	69,917
Total current liabilities	337,908	287,301
Deferred underwriting compensation	13,125,000	13,125,000
Total liabilities	$ 13,462,908	$ 13,412,301
Commitments and Contingencies
Shares of Class A common stock subject to possible redemption; 35,744,100 and 35,764,796 shares at March 31, 2016 and December 31, 2015, respectively, at a redemption value of $10.00 per share	$ 357,441,000	$ 357,647,960
Stockholders’ equity:
Preferred stock, $0.0001 par value; 1,000,000 shares authorized, none issued or outstanding
Additional paid-in-capital	$ 5,675,769	$ 5,468,811
Retained earnings	(469,919)
Deficit accumulated	(206,954)	(469,919)
Total stockholders’ equity	5,000,010	5,000,004
Total liabilities and stockholders’ equity	375,903,918	376,060,265
Class A Common Stock
Stockholders’ equity:
Common stock value	176	174
Class F Common Stock
Stockholders’ equity:
Common stock value	$ 938	$ 938

CONDENSED BALANCE SHEETS (Unau3

CONDENSED BALANCE SHEETS (Unaudited) (Parenthetical) - $ / shares	Mar. 31, 2016	Dec. 31, 2015
Preferred stock, par value	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	1,000,000	1,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Common stock, par value	$ 0.0001
Common stock, shares authorized	220,000,000
Class A Common Stock
Common stock, shares subject to possible redemption	35,744,100	35,764,796
Common stock, shares subject to possible redemption per share	$ 10	$ 10
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	200,000,000	200,000,000
Common stock, shares issued	1,755,900	1,735,204
Common stock, shares outstanding	1,755,900	1,735,204
Class F Common Stock
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	20,000,000	20,000,000
Common stock, shares issued	9,375,000	9,375,000
Common stock, shares outstanding	9,375,000	9,375,000

CONDENSED STATEMENT OF OPERATIO

CONDENSED STATEMENT OF OPERATIONS (Unaudited)	3 Months Ended
	Mar. 31, 2016USD ($)$ / sharesshares
Income Statement [Abstract]
Revenues	$ 0
Professional fees and other expenses	(234,051)
State franchise taxes, other than income tax	(45,000)
Loss from operations	(279,051)
Other income - Interest and dividend income	72,097
Net loss	$ (206,954)
Weighted average common shares outstanding | shares	10,937,736
Basic and diluted
Net loss per common share: | $ / shares	$ (0.02)

CONDENSED STATEMENT OF CHANGES

CONDENSED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (Unaudited) - 3 months ended Mar. 31, 2016 - USD ($)	Total	Common Stock	Additional Paid-in Capital	Deficit Accumulated During Development Stage	Retained Earnings
Beginning Balance, values at Dec. 31, 2015	$ 5,000,004	$ 1,112	$ 5,468,811	$ (469,919)
Beginning Balance, shares at Dec. 31, 2015		11,110,204
Change in proceeds subject to possible redemption to shares at redemption value	$ 206,960	$ 2	206,958
Change in proceeds subject to possible redemption to shares at redemption value, shares	35,744,100	20,696
Net loss	$ (206,954)			(206,954)
Ending Balance, values at Mar. 31, 2016	$ 5,000,010	$ 1,114	$ 5,675,769	$ (206,954)	$ (469,919)
Ending Balance, shares at Mar. 31, 2016		11,130,900

CONDENSED STATEMENT OF CHANGES6

CONDENSED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (Unaudited) (Parenthetical)	3 Months Ended
	Mar. 31, 2016shares
Statement Of Stockholders Equity [Abstract]
Common stock, redemption shares	35,744,100

CONDENSED STATEMENT OF CASH FLO

CONDENSED STATEMENT OF CASH FLOWS (Unaudited)	3 Months Ended
	Mar. 31, 2016USD ($)
Cash flows from operating activities:
Net loss	$ (206,954)
Changes in prepaid expenses	(13,659)
Changes in state franchise tax accrual	(24,917)
Changes in accrued expenses, formation and offering costs	75,525
Net cash used by operating activities	(170,005)
Cash flows from investing activities:
Interest and dividends reinvested in Trust Account	(71,381)
Net cash used in investing activities	(71,381)
Cash flows from financing activities:
Increase in cash	(241,386)
Cash at beginning of period	790,635
Cash at end of period	549,249
Supplemental disclosure of non-cash financing activities:
Deferred underwriting compensation	$ 13,125,000

Organization and Business Opera

Organization and Business Operations	3 Months Ended
	Mar. 31, 2016
Organization Consolidation And Presentation Of Financial Statements [Abstract]
Organization and Business Operations	Note 1 — Organization and Business Operations Organization and General Gores Holdings, Inc. (the “Company”) was incorporated in Delaware on June 1, 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 has neither engaged in any significant operations nor generated any revenue to date. The Company’s management has broad discretion with respect to the Business Combination. The Company’s sponsor is Gores Sponsor LLC, a Delaware limited liability company (the “Sponsor”). The Company has selected December 31 as its fiscal year-end. At March 31, 2016, the Company had not commenced any significant operations. All activity from June 1, 2015 through the Company’s initial public offering (“Public Offering and Business Combination. The Company of (as defined below the Financing The Company intends to finance a Business Combination with the net proceeds from its $375,000,000 Public Offering and its sale of $9,500,000 of Private Placement Warrants. Upon the closing of the Public Offering on August 19, 2015 (the “IPO Closing Date”) and the sale of the Private Placement Warrants, an aggregate of $375,000,000 was placed in a trust account with Continental Stock Transfer & Trust Company (the “Trust Account”) acting as Trustee. The remaining proceeds held outside the Trust Account may be used to pay for business, legal and accounting due diligence on prospective acquisitions and continuing general and administrative expenses. Trust Account Funds held in the Trust Account can 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, as amended, that invest only in direct U.S. government obligations. As of March 31, 2016 and December 31, 2015, the Trust Account consisted solely of money market funds. The Company’s amended and restated certificate of incorporation provides that, other than the withdrawal of interest to pay income taxes, if any, none of the funds held in trust will be released until the earliest of: (i) the completion of the Business Combination; or (ii) the redemption of any public shares of common stock properly tendered in connection with a stockholder vote to amend the Company’s amended and restated certificate of incorporation to modify the substance or timing of the Company’s obligation to redeem 100% of such public shares of common stock if the Company does not complete the Business Combination within 24 months from the closing of the Public Offering; or (iii) the redemption of 100% of the public shares of common stock 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 and stock exchange rules . 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. The Business Combination must be with one or more target businesses that together have a fair market value equal to at least 80% of the balance in the Trust Account (less any deferred underwriting commissions and taxes payable on interest income earned) at the time of the Company signing a definitive agreement in connection with the Business Combination. Furthermore, 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 income but less taxes payable, or (ii) provide stockholders with the opportunity to sell their shares to 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 the consummation of the Business Combination, including interest income but less taxes payable. The decision as to whether the Company will seek stockholder approval of the Business Combination or will allow stockholders to sell 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 law or under the rules of the National Association of Securities Dealers Automated Quotations Capital Market (“NASDAQ”). 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 of common stock 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 of common stock and the related Business Combination, and instead may search for an alternate Business Combination. As a result of the foregoing redemption provisions, the public shares of common stock have been recorded at redemption amount and classified as temporary equity, in accordance with ASC 480, “ Distinguishing Liabilities from Equity The Company only has 24 months from the closing date of the Public Offering to complete its 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 of common stock for a per share pro rata portion of the Trust Account, including interest income, but less taxes payable (less up to $50,000 of such net interest income 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 Sponsor and the Company’s officers and directors have entered into a letter agreement with the Company, pursuant to which they waived their rights to participate in any redemption with respect to their Founder Shares (as defined below); however, if the Sponsor or any of the Company’s officers, directors or affiliates acquire public shares of common stock, they will be entitled to a pro rata share of the Trust Account 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 (as defined below) in the Public Offering. Emerging Growth Company Section 102(b)(1) of the Jumpstart Our Business Startups Act of 2012 (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 registration statement pursuant to the Securities Act of 1933, as amended (the “Securities Act”) declared effective or do not have a class of securities registered under the Securities Exchange Act of 1934, as amended (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 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.

Summary of Significant Accounti

Summary of Significant Accounting Policies	3 Months Ended
	Mar. 31, 2016
Accounting Policies [Abstract]
Summary of Significant Accounting Policies	Note 2 — Significant Accounting Policies Basis of Presentation The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. 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 March 31, 2016 and the results of operations and cash flows for the period presented. Operating results for the three months ended March 31, 2016 are not necessarily indicative of results that may be expected for the full year in any other period. The accompanying unaudited condensed financial statements should be read in conjunction with the audited financial statements included in the Company’s Annual Report on Form 10-K filed with the SEC on March 17, 2016. Net Loss Per Common Share Net loss per common share is computed by dividing net loss 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 be issued in connection with the conversion of Class F common stock or to settle warrants, as calculated using the treasury stock method. At March 31, 2016, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into common stock and then share in the earnings of the Company under the treasury stock method. As a result, diluted net loss per common share is the same as basic net 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 as well as the Trust Account, 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 ASC 820, “ Fair Value Measurements and Disclosures, Offering Costs The Company complies with the requirements of the ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (SAB) Topic 5A — “Expenses of Offering.” Offering costs consist principally of professional and registration fees incurred through the balance sheet date that are related to the Public Offering and were charged to stockholders’ equity upon the completion of the Public Offering. Accordingly, at March 31 2016 and December 31, 2015, offering costs totaling approximately $21,407,116 and $21,407,116 respectively (including $20,625,000 in underwriters’ fees), have been charged to stockholders’ equity. Redeemable Common Stock As discussed in Note 3, all of the 37,500,000 common shares sold as part of the Units in the Public Offering contain a redemption feature which allows for the redemption of such public shares in connection with the Company’s liquidation, if there is a stockholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s charter. In accordance with ASC 480, redemption provisions not solely within the control of the Company require common stock subject to redemption 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 currently, the Company will not 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 redeemable common stock 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 March 31, 2016 and December 31, 2015, 35,744,100 and 35,764,796, respectively, of the 37,500,000 public shares are classified outside of permanent equity at its redemption value. Use of Estimates The preparation of 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 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 follows the asset and liability method of accounting for income taxes under 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 includes the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. For those liabilities or 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 liabilities as income tax expense. No amounts were accrued for the payment of interest and penalties at March 31, 2016. The Company may be subject to potential examination by U.S. federal, 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 amounts various tax jurisdictions and compliance with U.S. federal, states or foreign tax laws. The Company is incorporated in the State of Delaware and is required to pay franchise taxes to the State of Delaware on an annual basis. Cash and Cash Equivalents The Company considers all highly liquid instruments purchased with an original maturity of three months or less to be cash equivalents. The Company continually monitors its positions with and the credit quality of the financial institutions with which it invests. As of the balance sheet date, and periodically throughout the year, the Company has maintained balances in various operating accounts in excess of federally insured limits. Trust Account At March 31, 2016 and December 31, 2015, the Company had $ 375,081,861 The Company’s amended and restated certificate of incorporation provides that, other than the withdrawal of interest to pay taxes, if any, none of the funds held in trust will be released until the earlier of: (i) the completion of the Business Combination; (ii) the redemption of any public shares of common stock properly tendered in connection with a stockholder vote to amend the Company’s amended and restated certificate of incorporation to modify the substance or timing of the Company’s obligation to redeem 100% of such public shares of common stock if the Company does not complete the Business Combination within 24 months from the closing of the Public Offering; or (iii) the redemption of 100% of the public shares of common stock 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 and stock exchange rules. Recently Adopted Accounting Pronouncements The Company adopted Financial Accounting Standards Board (“FASB”) Accounting Standards Update (“ASU”) No. 2014-10 to Topic 915, which eliminated certain financial reporting requirements of companies previously identified as “Development Stage Entities” (Topic 915). The amendments in ASU No. 2014-10 simplify the accounting guidance by removing all incremental financial reporting requirements for development stage entities. The amendments also reduce data maintenance and, for those entities subject to audit, audit costs, by eliminating the requirement for development stage entities to present inception-to-date information in the statements of operations, cash flows and stockholders’ equity. The adoption of ASU No. 2014-10 did not have a significant impact on the financial statements. The Company adopted FASB ASU No. 2014-15, which provided guidance on management’s responsibility in evaluating whether there is substantial doubt about a company’s ability to continue as a going concern within one year from the date the financial statements are issued and to provide related footnote disclosures. The adoption of this guidance did not have a significant impact on the financial statements. In November 2015, the FASB issued ASU No. 2015-17, Income Taxes - Balance Sheet Classification of Deferred Taxes (Topic 740). Going Concern Consideration If the Company does not complete its Business Combination by August 19, 2017, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of the common stock sold as part of the units in the Public Offering, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (which interest shall be net of franchise and income taxes payable and less up to $50,000 of such net interest which may be distributed to the Company to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s Board of Directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. 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. In addition if the Company fails to complete its Business Combination by August 19, 2017, there will be no redemption rights or liquidating distributions with respect to the warrants, which will expire worthless. In addition, at March 31, 2016 and December 31, 2015, the Company had current liabilities of $337,908 and $287,301, respectively, and working capital of $484,149 and $762,484, respectively, largely due to amounts owed to professionals, consultants, advisors and others who are working on seeking a Business Combination as described in Note 1. Such work is continuing after March 31, 2016 and amounts are continuing to accrue.

Public Offering

Public Offering	3 Months Ended
	Mar. 31, 2016
Public Offering [Abstract]
Public Offering	Note 3 — Public Offering Public Units On August 19, 2015, the Company sold 37,500,000 units at a price of $10.00 per unit (the “Units”), including 2,500,000 Units as a result of the underwriters’ partial exercise of their over-allotment option, generating gross proceeds of $375,000,000. Each Unit consists of one share of the Company’s Class A common stock, $0.0001 par value, and one redeemable Class A common stock purchase warrant (the “Warrants”). Each Warrant entitles the holder to purchase one-half of one share of Class A common stock for $5.75 per half share. 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 Warrants were issued in registered form under a warrant agreement between Continental Stock Transfer & Trust Company, as warrant agent, and the Company. The Company did not register the shares of common stock issuable upon exercise of the Warrants under the Securities Act or any state securities law. Under the terms of the warrant agreement, the Company has agreed to use its best efforts to file a registration statement under the Securities Act following the completion of the Business Combination covering the shares of common stock issuable upon exercise of the Warrants. The Company paid an upfront underwriting discount of 2.00% ($7,500,000) of the per Unit offering price to the underwriters at the closing of the Public Offering, with an additional fee (the “Deferred Discount”) of 3.50% of the per Unit offering price payable upon the Company’s completion of a Business Combination. The Deferred Discount will become payable to the underwriters from the amounts held in the Trust Account solely in the event the Company completes its Business Combination.

Related Party Transactions

Related Party Transactions	3 Months Ended
	Mar. 31, 2016
Related Party Transactions [Abstract]
Related Party Transactions	Note 4 — Related Party Transactions Founder Shares On June 12, 2015, the Sponsor purchased 11,500,000 shares of Class F common stock (the “Founder Shares”) for an aggregate purchase price of $25,000, or approximately $0.002 per share. Subsequently, the Sponsor transferred an aggregate of 75,000 Founder Shares to the Company’s independent directors (together with the Sponsor, the “Initial Stockholders”). On August 13, 2015, the Sponsor forfeited 1,437,500 Founder Shares, and following the expiration of the unexercised portion of underwriters’ over-allotment option, the Sponsor forfeited an additional 687,500 Founder Shares, so that the Founder Shares held by the Initial Stockholders would represent 20.0% of the outstanding shares of common stock following completion of the Public Offering. Such forfeitures were retroactively applied as indicated in the condensed statement of changes in stockholders’ equity to reflect an initial sale of 9,375,000 Founder Shares to the Sponsor in June 2015. The Founder Shares are identical to the common stock included in the Units sold in the Public Offering except that the Founder Shares will automatically convert into shares of Class A common stock at the time of the Business Combination on a one-for-one basis, subject to adjustment as described in the Company’s amended and restated certificate of incorporation. Private Placement Warrants The Sponsor purchased from the Company an aggregate of 19,000,000 warrants at a price of $0.50 per warrant (a purchase price of $9,500,000) in a private placement that occurred prior to the Public Offering (the “Private Placement Warrants”). Each Private Placement Warrant entitles the holder to purchase one-half of one share of Class A common stock at $5.75 per half share. A portion of the purchase price of the Private Placement Warrants was added to the proceeds from the Public Offering to be held in the Trust Account pending completion of the Business Combination. 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, except that the Private Placement Warrants may be net cash settled and are not redeemable so long as they are held by the Sponsor or its permitted transferees If the Company does not complete a Business Combination, then the Private Placement Warrants proceeds will be part of the liquidation distribution to the public stockholders and the Private Placement Warrants will expire worthless. Registration Rights The holders of Founder Shares, Private Placement Warrants and warrants issued upon conversion of working capital loans, if any, have registration rights (in the case of the Founder Shares, only after conversion of such shares to common shares) pursuant to a registration rights agreement entered into by the Company, the Sponsor and the other security holders named therein on August 13, 2015. These holders will also have certain demand and “piggy back” registration rights. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Sponsor Loan On June 12, 2015, the Sponsor loaned the Company an aggregate of $150,000 by the issuance of an unsecured promissory note for $150,000 to cover expenses related to the Public Offering, and on August 6, 2015, the Sponsor loaned the Company an additional $150,000 by the issuance of a second unsecured promissory note for $150,000 to cover expenses related to the Public Offering. These Notes were non-interest bearing and payable on the earlier of December 31, 2015 or the completion of the Public Offering. These Notes were repaid in full upon the completion of the Public Offering. Administrative Services Agreement The Company entered into an administrative services agreement on August 13, 2015, pursuant to which it agreed to pay to an affiliate of the Sponsor $10,000 a month for office space, utilities and secretarial support. 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 a Business Combination or the liquidation of the Company. For the three months ended March 31, 2016, the Company paid an affiliate of the Sponsor $30,000 for such services.

Deferred Underwriting Compensat

Deferred Underwriting Compensation	3 Months Ended
	Mar. 31, 2016
Deferred Underwriting Compensation [Abstract]
Deferred Underwriting Compensation	Note 5 — Deferred Underwriting Compensation The Company is committed to pay the Deferred Discount totaling $13,125,000, or 3.50% of the gross offering proceeds of the Public Offering, to the underwriters upon the Company’s consummation of a Business Combination. The underwriters are not entitled to any interest accrued on the Deferred Discount, and no Deferred Discount is payable to the underwriters if there is no Business Combination.

Income Taxes

Income Taxes	3 Months Ended
	Mar. 31, 2016
Income Tax Disclosure [Abstract]
Income Taxes	Note 6 — Income Taxes Components of the Company’s deferred tax asset at March 31, 2016 are as follows: Net operating loss 256,492 Valuation allowance (256,492 ) — The Company established a valuation allowance of approximately $256,492 as of March 31, 2016, which fully offsets the deferred tax asset as of March 31, 2016 of approximately $256,492. The deferred tax asset results from applying an effective combined federal and state tax rate of 38% to net operating carryforwards of approximately $674,979 as of March 31, 2016. The Company’s net operating losses will expire beginning 2035. The Company has evaluated tax positions taken or expected to be taken in the course of preparing the financial statements to determine if the tax positions are “more likely than not” of being sustained by the applicable tax authority. Tax positions not deemed to meet the “more likely than not” threshold would be recorded as a tax benefit or expense in the current year. The Company has concluded that there was no impact related to uncertain tax positions on the results of its operations for the three months ended March 31, 2016. As of March 31, 2016, the Company has no accrued interest or penalties related to uncertain tax positions. 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’s conclusions regarding tax positions will be subject to review and may be adjusted at a later date based on factors including, but not limited to, ongoing analyses of tax laws, regulations, and interpretations thereof.

Investments and Cash Held in Tr

Investments and Cash Held in Trust	3 Months Ended
	Mar. 31, 2016
Deferred Costs Capitalized Prepaid And Other Assets Disclosure [Abstract]
Investments and Cash Held in Trust	Note 7 — Investments and Cash Held in Trust At March 31, 2016 and December 31, 2015, funds in the Trust Account totaled $375,081,861 and $375,010,481, respectively, and were held in a money market fund.

Fair Value Measurement

Fair Value Measurement	3 Months Ended
	Mar. 31, 2016
Fair Value Disclosures [Abstract]
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. ASC 820 determines fair value to be the price that would be received to sell an asset or would be paid to transfer a liability (i.e., the exit price) in an orderly transaction between market participants at the measurement date. The following table presents information about the Company’s assets that are measured at fair value on a recurring basis as of March 31, 2016, 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: Significant Significant Other Other Quoted Observable Unobservable March 31, Active Markets Inputs Inputs Description 2016 (Level 1) (Level 2) (Level 3) Investments in money market funds held in Trust Account 375,081,861 375,081,861 — — Total $ 375,081,861 $ 375,081,861 $ — $ —

Stockholders' Equity

Stockholders' Equity	3 Months Ended
	Mar. 31, 2016
Equity [Abstract]
Stockholder's Equity	Note 9 — Stockholders’ Equity Common Stock The Company is authorized to issue 220,000,000 shares of common stock, consisting of 200,000,000 shares of Class A common stock, par value $0.0001 per share and 20,000,000 shares of Class F common stock, par value $0.0001 per share. Holders of the Company’s common stock are entitled to one vote for each share of common stock and vote together as a single class. At March 31, 2016, there were 37,500,000 shares of Class A common stock and 9,375,000 shares of Class F common stock issued and outstanding. Preferred Stock The Company is authorized to issue 1,000,000 shares of preferred stock, par value $0.0001 per share, with such designations, voting and other rights and preferences as may be determined from time to time by the Board of Directors. At March 31, 2016, there were no shares of preferred stock issued and outstanding.

Subsequent Events

Subsequent Events	3 Months Ended
	Mar. 31, 2016
Subsequent Events [Abstract]
Subsequent Events	Note 10 — Subsequent Events Management has performed an evaluation of subsequent events through the date of issuance of the condensed financial statements, noting no items which require adjustment or disclosure other than those set forth in the preceding notes to the condensed financial statements.

Summary of Significant Accoun18

Summary of Significant Accounting Policies (Policies)	3 Months Ended
	Mar. 31, 2016
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. 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 March 31, 2016 and the results of operations and cash flows for the period presented. Operating results for the three months ended March 31, 2016 are not necessarily indicative of results that may be expected for the full year in any other period. The accompanying unaudited condensed financial statements should be read in conjunction with the audited financial statements included in the Company’s Annual Report on Form 10-K filed with the SEC on March 17, 2016.
Net Loss Per Common Share	Net Loss Per Common Share Net loss per common share is computed by dividing net loss 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 be issued in connection with the conversion of Class F common stock or to settle warrants, as calculated using the treasury stock method. At March 31, 2016, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into common stock and then share in the earnings of the Company under the treasury stock method. As a result, diluted net loss per common share is the same as basic net 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 as well as the Trust Account, 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 ASC 820, “ Fair Value Measurements and Disclosures,
Offering Costs	Offering Costs The Company complies with the requirements of the ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (SAB) Topic 5A — “Expenses of Offering.” Offering costs consist principally of professional and registration fees incurred through the balance sheet date that are related to the Public Offering and were charged to stockholders’ equity upon the completion of the Public Offering. Accordingly, at March 31 2016 and December 31, 2015, offering costs totaling approximately $21,407,116 and $21,407,116 respectively (including $20,625,000 in underwriters’ fees), have been charged to stockholders’ equity.
Redeemable Common Stock	Redeemable Common Stock As discussed in Note 3, all of the 37,500,000 common shares sold as part of the Units in the Public Offering contain a redemption feature which allows for the redemption of such public shares in connection with the Company’s liquidation, if there is a stockholder vote or tender offer in connection with the Business Combination and in connection with certain amendments to the Company’s charter. In accordance with ASC 480, redemption provisions not solely within the control of the Company require common stock subject to redemption 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 currently, the Company will not 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 redeemable common stock 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 March 31, 2016 and December 31, 2015, 35,744,100 and 35,764,796, respectively, of the 37,500,000 public shares are classified outside of permanent equity at its redemption value.
Use of Estimates	Use of Estimates The preparation of 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 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 follows the asset and liability method of accounting for income taxes under 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 includes the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. For those liabilities or 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 liabilities as income tax expense. No amounts were accrued for the payment of interest and penalties at March 31, 2016. The Company may be subject to potential examination by U.S. federal, 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 amounts various tax jurisdictions and compliance with U.S. federal, states or foreign tax laws. The Company is incorporated in the State of Delaware and is required to pay franchise taxes to the State of Delaware on an annual basis.
Cash and Cash Equivalents	Cash and Cash Equivalents The Company considers all highly liquid instruments purchased with an original maturity of three months or less to be cash equivalents. The Company continually monitors its positions with and the credit quality of the financial institutions with which it invests. As of the balance sheet date, and periodically throughout the year, the Company has maintained balances in various operating accounts in excess of federally insured limits.
Trust Account	Trust Account At March 31, 2016 and December 31, 2015, the Company had $ 375,081,861 The Company’s amended and restated certificate of incorporation provides that, other than the withdrawal of interest to pay taxes, if any, none of the funds held in trust will be released until the earlier of: (i) the completion of the Business Combination; (ii) the redemption of any public shares of common stock properly tendered in connection with a stockholder vote to amend the Company’s amended and restated certificate of incorporation to modify the substance or timing of the Company’s obligation to redeem 100% of such public shares of common stock if the Company does not complete the Business Combination within 24 months from the closing of the Public Offering; or (iii) the redemption of 100% of the public shares of common stock 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 and stock exchange rules.
Recent Accounting Pronouncements	Recently Adopted Accounting Pronouncements The Company adopted Financial Accounting Standards Board (“FASB”) Accounting Standards Update (“ASU”) No. 2014-10 to Topic 915, which eliminated certain financial reporting requirements of companies previously identified as “Development Stage Entities” (Topic 915). The amendments in ASU No. 2014-10 simplify the accounting guidance by removing all incremental financial reporting requirements for development stage entities. The amendments also reduce data maintenance and, for those entities subject to audit, audit costs, by eliminating the requirement for development stage entities to present inception-to-date information in the statements of operations, cash flows and stockholders’ equity. The adoption of ASU No. 2014-10 did not have a significant impact on the financial statements. The Company adopted FASB ASU No. 2014-15, which provided guidance on management’s responsibility in evaluating whether there is substantial doubt about a company’s ability to continue as a going concern within one year from the date the financial statements are issued and to provide related footnote disclosures. The adoption of this guidance did not have a significant impact on the financial statements. In November 2015, the FASB issued ASU No. 2015-17, Income Taxes - Balance Sheet Classification of Deferred Taxes (Topic 740).
Going Concern Consideration Policy	Going Concern Consideration If the Company does not complete its Business Combination by August 19, 2017, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of the common stock sold as part of the units in the Public Offering, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (which interest shall be net of franchise and income taxes payable and less up to $50,000 of such net interest which may be distributed to the Company to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s Board of Directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. 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. In addition if the Company fails to complete its Business Combination by August 19, 2017, there will be no redemption rights or liquidating distributions with respect to the warrants, which will expire worthless. In addition, at March 31, 2016 and December 31, 2015, the Company had current liabilities of $337,908 and $287,301, respectively, and working capital of $484,149 and $762,484, respectively, largely due to amounts owed to professionals, consultants, advisors and others who are working on seeking a Business Combination as described in Note 1. Such work is continuing after March 31, 2016 and amounts are continuing to accrue.

Income Taxes (Tables)

Income Taxes (Tables)	3 Months Ended
	Mar. 31, 2016
Income Tax Disclosure [Abstract]
Summary of Components of Deferred tax Assets	Components of the Company’s deferred tax asset at March 31, 2016 are as follows: Net operating loss 256,492 Valuation allowance (256,492 ) —

Fair Value Measurement (Tables)

Fair Value Measurement (Tables)	3 Months Ended
	Mar. 31, 2016
Fair Value Disclosures [Abstract]
Assets Measured at Fair Value on a Recurring Basis	The following table presents information about the Company’s assets that are measured at fair value on a recurring basis as of March 31, 2016, 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: Significant Significant Other Other Quoted Observable Unobservable March 31, Active Markets Inputs Inputs Description 2016 (Level 1) (Level 2) (Level 3) Investments in money market funds held in Trust Account 375,081,861 375,081,861 — — Total $ 375,081,861 $ 375,081,861 $ — $ —

Organization and Business Ope21

Organization and Business Operations - Additional Information (Details) - USD ($)	3 Months Ended
	Mar. 31, 2016	Aug. 19, 2015
Organization And Basis Of Presentation [Line Items]
Investment in trust account		$ 375,000,000
Business combination completion period from closing date of public offering	24 months
Minimum fair market value of target business as percentage of assets	80.00%
Interest income to pay dissolution expenses if business combination is not completed	$ 50,000
Common Stock
Organization And Basis Of Presentation [Line Items]
Redemption percentage of shares in certificate of incorporation	100.00%
Maximum value of net tangible assets shares redeemed	$ 5,000,001
Initial Public Offering
Organization And Basis Of Presentation [Line Items]
Net proceeds from public offering	375,000,000
Proceeds from sale of private placement warrants	$ 9,500,000

Summary of Significant Accoun22

Summary of Significant Accounting Policies - Additional Information (Details) - USD ($)	Aug. 19, 2015	Mar. 31, 2016	Dec. 31, 2015
Summary Of Significant Accounting Policies [Line Items]
Federal depository insurance coverage amount		$ 250,000
Offering costs associated with public offering		21,407,116	$ 21,407,116
Offering costs for underwriters discounts and fees		20,625,000	20,625,000
Unrecognized tax benefits, income tax penalties and interest accrued		0
Investments and cash held in Trust Account		$ 375,081,861	375,010,481
Business combination completion period from closing date of public offering		24 months
Interest income to pay dissolution expenses if business combination is not completed		$ 50,000
Liabilities Current		337,908	287,301
Working Capital		484,149	$ 762,484
Initial Public Offering
Summary Of Significant Accounting Policies [Line Items]
Sale of common stock, shares	37,500,000
Common Stock
Summary Of Significant Accounting Policies [Line Items]
Maximum value of net tangible assets shares redeemed		$ 5,000,001
Common stock, redemption shares		35,744,100	35,764,796
Redemption percentage of shares in certificate of incorporation		100.00%
Common Stock | Initial Public Offering
Summary Of Significant Accounting Policies [Line Items]
Sale of common stock, shares		37,500,000

Public Offering - Additional In

Public Offering - Additional Information (Details) - USD ($)	Aug. 19, 2015	Mar. 31, 2016	Dec. 31, 2015
Capital Unit [Line Items]
Common stock, par value		$ 0.0001
Description of public offering transaction		Each Unit consists of one share of the Company’s Class A common stock, $0.0001 par value, and one redeemable Class A common stock purchase warrant (the “Warrants”). Each Warrant entitles the holder to purchase one-half of one share of Class A common stock for $5.75 per half share. 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.
Public offering warrants exercisable after business combination	30 days
Public offering warrants exercisable from closing of public offering	12 months
Public offering warrants expiration period	5 years
Business combination completion period from closing date of public offering		24 months
Underwriting discount percentage for per unit of offering price	2.00%
Underwriting discount on offering price	$ 7,500,000
Underwriters deferred discount percentage	3.50%
Initial Public Offering
Capital Unit [Line Items]
Number of units sold in public offering	37,500,000
Price per share in public offering	$ 10
Gross proceeds from public offering		$ 375,000,000
Over-Allotment Option
Capital Unit [Line Items]
Number of units sold in public offering	2,500,000
Class A Common Stock
Capital Unit [Line Items]
Common stock, par value	$ 0.0001	$ 0.0001	$ 0.0001
Class A Common Stock | Private Placement
Capital Unit [Line Items]
Warrants exercise price per share	$ 5.75
Share purchase		one-half of one share

Related Party Transactions - Ad

Related Party Transactions - Additional Information (Details) - USD ($)	Aug. 19, 2015	Aug. 13, 2015	Aug. 06, 2015	Aug. 05, 2015	Jun. 12, 2015	Jun. 30, 2015	Mar. 31, 2016	Dec. 31, 2015
Related Party Transaction [Line Items]
Common stock, value per share							$ 0.0001
Sale of founder shares description							Each Unit consists of one share of the Company’s Class A common stock, $0.0001 par value, and one redeemable Class A common stock purchase warrant (the “Warrants”). Each Warrant entitles the holder to purchase one-half of one share of Class A common stock for $5.75 per half share. 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.
Proceeds from notes payable – related party			$ 150,000		$ 150,000
Notes and advances payable – related party			$ 150,000		$ 150,000
Over-Allotment Option
Related Party Transaction [Line Items]
Sale of common stock, shares	2,500,000
Initial Public Offering
Related Party Transaction [Line Items]
Sale of common stock, shares	37,500,000
Proceed from issuance of private placement							$ 9,500,000
Class F Common Stock
Related Party Transaction [Line Items]
Issuance of common stock shares							9,375,000	9,375,000
Common stock, value per share							$ 0.0001	$ 0.0001
Class A Common Stock
Related Party Transaction [Line Items]
Issuance of common stock shares							1,755,900	1,735,204
Common stock, value per share	$ 0.0001						$ 0.0001	$ 0.0001
Class A Common Stock | Private Placement
Related Party Transaction [Line Items]
Share purchase							one-half of one share
Warrants exercise price per share	$ 5.75
Common Stock | Initial Public Offering
Related Party Transaction [Line Items]
Sale of common stock, shares							37,500,000
Gores Sponsor LLC
Related Party Transaction [Line Items]
Common stock of class F shares transferred				75,000
Private placement Warrant purchased by sponsor (shares)	19,000,000
Exercise price per private placement warrant	$ 0.0050
Gores Sponsor LLC | Administrative Services Agreement
Related Party Transaction [Line Items]
Payment to affiliate for office space		$ 10,000
Payment to affiliate for administrative services							$ 30,000
Gores Sponsor LLC | Initial Public Offering
Related Party Transaction [Line Items]
Founder shares as a percentage of total common stock outstanding		20.00%
Gores Sponsor LLC | Private Placement
Related Party Transaction [Line Items]
Proceed from issuance of private placement	$ 9,500,000
Gores Sponsor LLC | Class F Common Stock
Related Party Transaction [Line Items]
Issuance of common stock shares					11,500,000
Proceeds from sale of Class F common stock to Sponsor					$ 25,000
Common stock, value per share					$ 0.002
Sale of common stock, shares						9,375,000
Gores Sponsor LLC | Class F Common Stock | Prior To Pricing Of Public Offering
Related Party Transaction [Line Items]
Common stock, shares forfeited		1,437,500
Gores Sponsor LLC | Class F Common Stock | Over-Allotment Option
Related Party Transaction [Line Items]
Common stock, shares forfeited		687,500
Gores Sponsor LLC | Class A Common Stock | Private Placement
Related Party Transaction [Line Items]
Share purchase							one-half of one share
Warrants exercise price per share	$ 5.75
Gores Sponsor LLC | Common Stock
Related Party Transaction [Line Items]
Sale of founder shares description							Founder Shares will automatically convert into shares of Class A common stock at the time of the Business Combination on a one-for-one basis, subject to adjustment as described in the Company’s amended and restated certificate of incorporation

Deferred Underwriting Compens25

Deferred Underwriting Compensation - Additional Information (Details) - USD ($)	3 Months Ended
	Mar. 31, 2016	Dec. 31, 2015
Investment Banking Advisory Brokerage And Underwriting Fees And Commissions Alternative Presentation For Banks [Abstract]
Deferred underwriting discount, Description	The Company is committed to pay the Deferred Discount totaling $13,125,000, or 3.50% of the gross offering proceeds of the Public Offering, to the underwriters upon the Company’s consummation of a Business Combination. The underwriters are not entitled to any interest accrued on the Deferred Discount, and no Deferred Discount is payable to the underwriters if there is no Business Combination.
Deferred underwriting compensation	$ 13,125,000	$ 13,125,000
Deferred underwriting discount upon business combination, Percentage of gross proceed	3.50%

Income Taxes - Summary of Compo

Income Taxes - Summary of Components of Deferred tax Assets (Details)	Mar. 31, 2016USD ($)
Deferred Tax Assets Net [Abstract]
Net operating loss	$ 256,492
Valuation allowance	$ (256,492)

Income Taxes - Additional Infor

Income Taxes - Additional Information (Details)	3 Months Ended
	Mar. 31, 2016USD ($)
Deferred Tax Assets Net [Abstract]
Deferred tax assets, valuation allowance	$ 256,492
Deferred tax assets offsets against valuation allowance	$ 256,492
Effective combined federal and state tax rate	38.00%
Net operating loss	$ 674,979
Operating loss , expiration year	2,035
Accrued interest or penalties related to uncertain tax positions	$ 0

Investments and Cash Held in 28

Investments and Cash Held in Trust - Additional Information (Details) - USD ($)	Mar. 31, 2016	Dec. 31, 2015
Assets Held In Trust [Abstract]
Investments and cash held in Trust Account	$ 375,081,861	$ 375,010,481

Fair Value Measurement - Assets

Fair Value Measurement - Assets Measured at Fair Value on a Recurring Basis (Details)	Mar. 31, 2016USD ($)
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Assets, fair value	$ 375,081,861
Quoted Prices in Active Markets (Level 1)
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Assets, fair value	375,081,861
Investments in Money Market Fund held in Trust Account
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Assets, fair value	375,081,861
Investments in Money Market Fund held in Trust Account | Quoted Prices in Active Markets (Level 1)
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items]
Assets, fair value	$ 375,081,861

Stockholder's Equity - Addition

Stockholder's Equity - Additional Information (Detail)	3 Months Ended
	Mar. 31, 2016Vote$ / sharesshares	Dec. 31, 2015$ / sharesshares	Aug. 19, 2015$ / shares
Stockholders Equity [Line Items]
Common stock, shares authorized	220,000,000
Common stock, par value | $ / shares	$ 0.0001
Common stock, voting rights	Holders of the Company’s common stock are entitled to one vote for each share of common stock and vote together as a single class.
Common stock, vote per share | Vote	1
Preferred stock, shares authorized	1,000,000	1,000,000
Preferred stock, par value | $ / shares	$ 0.0001	$ 0.0001
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Class A Common Stock
Stockholders Equity [Line Items]
Common stock, shares authorized	200,000,000	200,000,000
Common stock, par value | $ / shares	$ 0.0001	$ 0.0001	$ 0.0001
Common stock, shares issued	37,500,000
Common stock, shares issued	1,755,900	1,735,204
Common stock, shares outstanding	37,500,000
Common stock, shares outstanding	1,755,900	1,735,204
Class F Common Stock
Stockholders Equity [Line Items]
Common stock, shares authorized	20,000,000	20,000,000
Common stock, par value | $ / shares	$ 0.0001	$ 0.0001
Common stock, shares issued	9,375,000	9,375,000
Common stock, shares outstanding	9,375,000	9,375,000