Document And Entity Information
Document And Entity Information - USD ($) | 6 Months Ended | ||
Dec. 31, 2015 | Mar. 30, 2016 | Jun. 30, 2015 | |
Document Information [Line Items] | |||
Entity Registrant Name | Double Eagle Acquisition Corp. | ||
Entity Central Index Key | 1,647,088 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2015 | ||
Document Fiscal Year Focus | 2,015 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Public Float | $ 478,000,000 | $ 0 | |
Trading Symbol | EAGL | ||
Common Class A [Member] | |||
Document Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 50,000,000 | ||
Common Class B [Member] | |||
Document Information [Line Items] | |||
Entity Common Stock, Shares Outstanding | 12,500,000 |
CONDENSED BALANCE SHEET
CONDENSED BALANCE SHEET | Dec. 31, 2015USD ($) |
Current asset: | |
Cash | $ 1,007,861 |
Cash and investments held in Trust Account | 500,089,682 |
Total assets | 501,097,543 |
LIABILITIES AND SHAREHOLDERS’ EQUITY: | |
Current liabilities - Accounts payable and accrued offering costs: | 133,460 |
Deferred underwriting compensation | 19,500,000 |
Total liabilities | 19,633,460 |
Class A ordinary shares subject to possible redemption: 47,646,408 shares (at redemption value of approximately $10.00 per share) | 476,464,080 |
Shareholders’ equity: | |
Preferred shares, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding | 0 |
Additional paid-in capital | 5,019,326 |
Accumulated deficit | (20,808) |
Total shareholders’ equity | 5,000,003 |
Total liabilities and shareholders’ equity | 501,097,543 |
Common Class A [Member] | |
Shareholders’ equity: | |
Common Stock, Value, Issued | 235 |
Total shareholders’ equity | 235 |
Common Class B [Member] | |
Shareholders’ equity: | |
Common Stock, Value, Issued | 1,250 |
Total shareholders’ equity | $ 1,250 |
CONDENSED BALANCE SHEET (Parent
CONDENSED BALANCE SHEET (Parenthetical) | Dec. 31, 2015$ / sharesshares |
Preferred Stock, Par or Stated Value Per Share | $ / shares | $ 0.0001 |
Preferred Stock, Shares Authorized | 1,000,000 |
Preferred Stock, Shares Issued | 0 |
Preferred Stock, Shares Outstanding | 0 |
Common Stock, Shares Authorized | 400,000,000 |
Common Class A [Member] | |
Temporary Equity, Shares Outstanding | 47,646,408 |
Temporary Equity, Redemption Price Per Share | $ / shares | $ 10 |
Common Stock, Par or Stated Value Per Share | $ / shares | $ 0.0001 |
Common Stock, Shares Authorized | 380,000,000 |
Common Stock, Shares, Issued | 2,353,592 |
Common Stock, Shares, Outstanding | 2,353,592 |
Common Class B [Member] | |
Common Stock, Par or Stated Value Per Share | $ / shares | $ 0.0001 |
Common Stock, Shares Authorized | 20,000,000 |
Common Stock, Shares, Issued | 12,500,000 |
Common Stock, Shares, Outstanding | 12,500,000 |
CONDENSED STATEMENTS OF OPERATI
CONDENSED STATEMENTS OF OPERATIONS | 6 Months Ended |
Dec. 31, 2015USD ($)$ / sharesshares | |
Revenues | $ 0 |
General and administrative expenses | 110,490 |
Loss from operations | (110,490) |
Other income - interest on Trust Account | 89,682 |
Net loss attributable to ordinary shares | $ (20,808) |
Weighted average ordinary shares outstanding (excluding shares subject to possible redemption): | |
Basic and diluted | shares | 13,832,830 |
Net loss per common share: | |
Basic and diluted | $ / shares | $ 0 |
CONDENSED STATEMENT OF SHAREHOL
CONDENSED STATEMENT OF SHAREHOLDERS' EQUITY - 6 months ended Dec. 31, 2015 - USD ($) | Total | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Common Class A [Member] | Common Class B [Member] | |
Balance at Jun. 25, 2015 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | |
Balance (in shares) at Jun. 25, 2015 | 0 | 0 | ||||
Issuance of ordinary shares to initial shareholders at $0.002 per share | [1] | 25,000 | 23,620 | 0 | $ 0 | $ 1,380 |
Issuance of ordinary shares to initial shareholders at $0.002 per share (in shares) | [1] | 0 | 13,800,000 | |||
Sale of Units to the public in September 2015 at $10.00 per unit | 500,000,000 | 499,995,000 | 0 | $ 5,000 | ||
Sale of Units to the public in September 2015 at $10.00 per unit (in shares) | 50,000,000 | |||||
Underwriters’ discount and offering expenses | (28,290,109) | (28,290,109) | 0 | |||
Sale of 19,500,000 Private Placement Warrants in September 2015 at $0.50 per warrant | 9,750,000 | 9,750,000 | 0 | |||
Forfeiture of Class B shares by Initial Shareholders | 0 | 130 | $ (130) | |||
Forfeiture of Class B shares by Initial Shareholders (in shares) | (1,300,000) | |||||
Proceeds subject to possible redemption of 47,646,408 shares at redemption value | (476,464,080) | (476,459,315) | 0 | $ (4,765) | ||
Proceeds subject to possible redemption of 47,646,408 shares at redemption value (in shares) | (47,646,408) | |||||
Net loss | (20,808) | (20,808) | ||||
Balance at Dec. 31, 2015 | $ 5,000,003 | $ 5,019,326 | $ (20,808) | $ 235 | $ 1,250 | |
Balance (in shares) at Dec. 31, 2015 | 2,353,592 | 12,500,000 | ||||
[1] | Share amounts have been retroactively restated to reflect the share capitalization of 1,581,250 to the initial shareholders on September 10, 2015 (see Note 4). |
CONDENSED STATEMENT OF SHAREHO6
CONDENSED STATEMENT OF SHAREHOLDERS' EQUITY (Parenthetical) - $ / shares | Sep. 10, 2015 | Sep. 16, 2015 | Dec. 31, 2015 |
Shares Issued, Price Per Share | $ 0.002 | ||
Warrants Issued During Period | 19,500,000 | ||
Warrants Issued During Period Price Per Warrant | $ 0.50 | ||
Stock Issued During Period, Shares, Share-based Compensation, Forfeited | 1,581,250 | ||
Capital Units [Member] | |||
Shares Issued, Price Per Share | $ 10 | ||
Common Class A [Member] | |||
Temporary Equity, Shares Outstanding | 47,646,408 |
CONDENSED STATEMENT OF CASH FLO
CONDENSED STATEMENT OF CASH FLOWS | 6 Months Ended |
Dec. 31, 2015USD ($) | |
Cash flow from operating activities: | |
Net loss | $ (20,808) |
Formation expenses paid by sponsor | 5,000 |
Changes in operating assets and liabilities: | |
Increase in accounts payable and accrued expenses | 22,970 |
Net cash provided by operating activities | 7,162 |
Cash flows from investing activities: | |
Cash deposited in Trust Account | (500,000,000) |
Trust income retained in Trust Account | (89,682) |
Net cash used in investing activities | (500,089,682) |
Cash flows from financing activities: | |
Proceeds from sale of Public Offering Units | 500,000,000 |
Proceeds from sale of Private Placement Warrants | 9,750,000 |
Payment of underwriting discounts and offering costs | (8,659,619) |
Proceeds of shareholder advances | 200,000 |
Repayment of shareholder advances | (200,000) |
Net cash provided by financing activities | 501,090,381 |
Net increase in cash | 1,007,861 |
Cash at beginning of period | 0 |
Cash at end of period | 1,007,861 |
Supplemental disclosure of non-cash financing activities: | |
Deferred underwriters’ commission | 19,500,000 |
Accrued offering costs | 110,490 |
Formation and offering costs paid by sponsor in exchange for founder shares | $ 25,000 |
Organization and Business Opera
Organization and Business Operations | 6 Months Ended |
Dec. 31, 2015 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization, Consolidation and Presentation of Financial Statements Disclosure [Text Block] | Organization and Business Operations Incorporation Double Eagle Acquisition Corp. (the “Company”) was incorporated as a Cayman Islands exempted company on June 26, 2015. The functional currency of the Company is the United States dollar. Sponsor The Company’s sponsor is Double Eagle Acquisition LLC, a Delaware limited liability company (the “Sponsor”). Fiscal Year End The Company has selected December 31 as its fiscal year end. Business Purpose The Company was formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or other similar business combination with one or more operating businesses that it has not yet selected (“Business Combination”). Financing The registration statement for the Company’s initial public offering (the “Public Offering”) (as described in Note 3) was declared effective by the United States Securities and Exchange Commission (the “SEC”) on September 10, 2015. The Company consummated the Public Offering on September 16, 2015, and, simultaneously with the closing of the Public Offering, the Sponsor, Harry E. Sloan and the Company’s independent directors (and/or one or more of their estate planning vehicles) purchased an aggregate of 19,500,000 9,750,000 2,000,000 Upon the closing of the Public Offering and the private placement, $ 500,000,000 Trust Account The Trust Account can be invested in permitted United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), having a maturity of 180 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act that invest only in direct U.S. government treasury obligations. The Company’s amended and restated memorandum and articles of association provide 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 earlier of: (i) the completion of the Business Combination; (ii) the redemption of any of the Class A ordinary shares included in the Units sold in the Public Offering properly tendered in connection with a shareholder vote to amend the Company’s amended and restated memorandum and articles of association to modify the substance or timing of the Company’s obligation to redeem 100 Business Combination A Business Combination is subject to the following size, focus and shareholder approval provisions: Size/Control Focus Tender Offer/Shareholder Approval 5,000,001 If the Company holds a shareholder vote in connection with a Business Combination, a public shareholder will have the right to redeem its Class A ordinary shares for an amount in cash equal to its pro rata share of the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to the consummation of the initial business combination, including interest but less income taxes payable. As a result, such Class A ordinary shares have been recorded at redemption amount and classified as temporary equity, in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, “Distinguishing Liabilities from Equity.” Liquidation The Company has 24 months from the closing of the Public Offering to complete its initial Business Combination. If the Company does not complete a Business Combination within this period of time, it shall (i) cease all operations except for the purposes of winding up; (ii) as promptly as reasonably possible, but not more than ten business days thereafter, redeem the public shares for a per share pro rata portion of the Trust Account, including interest, but less income taxes payable (less up to $ 100,000 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 under 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 an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accountant standards used. |
Significant Accounting Policies
Significant Accounting Policies | 6 Months Ended |
Dec. 31, 2015 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Significant Accounting Policies [Text Block] | 2. Significant Accounting Policies The accompanying financial statements of the Company are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America and pursuant to the rules and regulations of the SEC. Basic net loss per ordinary share is computed by dividing net loss by the weighted average number of ordinary shares outstanding during the period. Diluted net loss per share is computed by dividing net loss per share by the weighted average number of ordinary shares outstanding, plus, to the extent dilutive, the incremental number of ordinary shares to settle private placement warrants, as calculated using the treasury stock method. For the period presented, the weighted average of these shares was excluded from the calculation of diluted loss per ordinary share because their inclusion would have been anti-dilutive. As a result, dilutive loss per ordinary share is equal to basic loss per ordinary share. The Company did not utilize the two class method to compute earnings per share as the Class A and Class B shareholders share equally in the losses of the Company. Financial instruments that potentially subject the Company to concentration of credit risk consist of cash accounts in a financial institution which, at times, may exceed the Federal depository insurance coverage of $ 250,000 The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet with the exception of investments in Trust, as they are carried at amortized cost. The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. 28,290,000 27,500,000 19,500,000 790,000 110,000 As discussed in Note 1, all of the 50,000,000 5,000,001 The Company recognizes changes in redemption value immediately as they occur and will adjust 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 Class A ordinary shares shall be affected by charges against additional paid in capital. Accordingly, at December 31, 2015, 47,646,408 The Company complies with the accounting and reporting requirements of FASB ASC 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amounts expected to be realized. There were no unrecognized tax benefits as of December 31, 2015. 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. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties at December 31, 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 has been subject to income tax examinations by major taxing authorities since inception. The Company complies with the reporting requirements of FASB Accounting Standards Update (“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 data 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 shareholder’s equity. Early application of each of the amendments is permitted for any annual reporting periods or interim period for which the entity’s financial statements have not yet been issued (public business entities) or made available for issuance (other entities). 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 incorporated the methodologies prescribed by ASU 2014-10 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 it did not 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. |
Public Offering
Public Offering | 6 Months Ended |
Dec. 31, 2015 | |
Equity [Abstract] | |
Public Offering [Text Block] | Public Offering On September 16, 2015, the Company sold 50,000,000 10.00 0.0001 2,000,000 Each Public Warrant entitles the holder to purchase one-half of one Class A ordinary share at a price of $ 5.75 11.50 The Company paid an upfront underwriting discount of $ 8,000,000 0.16 0.55 8,000,000 19,500,000 0.39 |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Dec. 31, 2015 | |
Related Party Transactions [Abstract] | |
Related Party Transactions Disclosure [Text Block] | 4. Related Party Transactions Founder Shares On July 1, 2015, the Sponsor purchased 12,218,750 25,000 6,109,375 12,500 25,000 665,500 13,800,000 2,000,000 1,300,000 1,271,771 18,524 3,235 20 The Founder Shares are identical to the Public Shares except that the Founder Shares are subject to certain transfer restrictions, as described in more detail below. The initial shareholders 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 closing price of the Company’s Class A ordinary shares equals or exceeds $12.00 per share (as adjusted for share splits, share capitalizations, 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, and (B) the date on which the Company completes a liquidation, merger, share exchange or other similar transaction after the initial Business Combination that results in all of the Company’s shareholders having the right to exchange their Class A ordinary shares for cash, securities or other property (the “Lock Up Period”). Rights Voting Liquidation Private Placement Warrants The Sponsor, Harry E. Sloan and the Company’s independent directors purchased from the Company 19,500,000 0.50 9.75 Each Private Placement Warrant entitles the holder to purchase one-half of one Class A ordinary share at $5.75 per one-half share ($11.50 per whole share). If the Company does not complete a Business Combination, then the proceeds will be part of the liquidating distribution to the public shareholders and the Private Placement Warrants will expire worthless. Registration Rights The initial shareholders and holders of the Private Placement Warrants will be entitled to registration rights pursuant to a registration rights agreement signed on September 10, 2015. The initial shareholders 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. However, the registration rights agreement provides that the Company will not permit any registration statement filed under the Securities Act to become effective until termination of the applicable Lock Up Period. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Administrative Services The Company will reimburse the Sponsor for office space, secretarial and administrative services provided to members of the Company’s management team by the Sponsor, members of the Sponsor, and the Company’s management team or their affiliates in an amount not to exceed $ 15,000 52,000 Accrued offering costs The Company has $ 53,000 |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Dec. 31, 2015 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies Disclosure [Text Block] | 5. Commitments and Contingencies The Company is committed to pay the Deferred Discount totaling $ 19,500,000 3.9% of the gross offering proceeds of the Public Offering, to the underwriters upon the Company’s consummation of a Business Combination. |
Trust Account and Fair Value Me
Trust Account and Fair Value Measurements | 6 Months Ended |
Dec. 31, 2015 | |
Fair Value Disclosures [Abstract] | |
Fair Value Disclosures [Text Block] | 6. Trust Account and Fair Value Measurements As of December 31, 2015, investment securities in the Company Trust Account consisted of $ 500,080,274 9,408 Quoted prices in Gross unrealized Active Markets Carrying Value Holding Gains (Level 1) Treasury Securities Due March 30, 2016 $ 500,080,274 $ 20,595 $ 500,100,869 |
Shareholders' Equity
Shareholders' Equity | 6 Months Ended |
Dec. 31, 2015 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity Note Disclosure [Text Block] | 7. Shareholders’ Equity Ordinary Shares 400,000,000 380,000,000 20,000,000 50,000,000 47,646,408 12,500,000 Preferred Shares 1,000,000 |
Significant Accounting Polici15
Significant Accounting Policies (Policies) | 6 Months Ended |
Dec. 31, 2015 | |
Accounting Policies [Abstract] | |
Basis of Accounting, Policy [Policy Text Block] | The accompanying financial statements of the Company are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America and pursuant to the rules and regulations of the SEC. |
Earnings Per Share, Policy [Policy Text Block] | Net Loss Per Ordinary Share Basic net loss per ordinary share is computed by dividing net loss by the weighted average number of ordinary shares outstanding during the period. Diluted net loss per share is computed by dividing net loss per share by the weighted average number of ordinary shares outstanding, plus, to the extent dilutive, the incremental number of ordinary shares to settle private placement warrants, as calculated using the treasury stock method. For the period presented, the weighted average of these shares was excluded from the calculation of diluted loss per ordinary share because their inclusion would have been anti-dilutive. As a result, dilutive loss per ordinary share is equal to basic loss per ordinary share. The Company did not utilize the two class method to compute earnings per share as the Class A and Class B shareholders share equally in the losses of the Company. |
Concentration Risk, Credit Risk, Policy [Policy Text Block] | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of cash accounts in a financial institution which, at times, may exceed the Federal depository insurance coverage of $ 250,000 |
Fair Value of Financial Instruments, Policy [Policy Text Block] | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet with the exception of investments in Trust, as they are carried at amortized cost. |
Use of Estimates, Policy [Policy Text Block] | Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. |
Offering Costs Policy [Policy Text Block] | Offering Costs 28,290,000 27,500,000 19,500,000 790,000 110,000 |
Stockholders' Equity Note, Redeemable Preferred Stock, Issue, Policy [Policy Text Block] | Redeemable Ordinary Shares As discussed in Note 1, all of the 50,000,000 5,000,001 The Company recognizes changes in redemption value immediately as they occur and will adjust 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 Class A ordinary shares shall be affected by charges against additional paid in capital. Accordingly, at December 31, 2015, 47,646,408 |
Income Tax, Policy [Policy Text Block] | Income Taxes The Company complies with the accounting and reporting requirements of FASB ASC 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amounts expected to be realized. There were no unrecognized tax benefits as of December 31, 2015. 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. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties at December 31, 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 has been subject to income tax examinations by major taxing authorities since inception. |
New Accounting Pronouncements, Policy [Policy Text Block] | Recent Accounting Pronouncements The Company complies with the reporting requirements of FASB Accounting Standards Update (“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 data 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 shareholder’s equity. Early application of each of the amendments is permitted for any annual reporting periods or interim period for which the entity’s financial statements have not yet been issued (public business entities) or made available for issuance (other entities). 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 incorporated the methodologies prescribed by ASU 2014-10 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 it did not 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. |
Trust Account and Fair Value 16
Trust Account and Fair Value Measurements (Tables) | 6 Months Ended |
Dec. 31, 2015 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis [Table Text Block] | Quoted prices in Gross unrealized Active Markets Carrying Value Holding Gains (Level 1) Treasury Securities Due March 30, 2016 $ 500,080,274 $ 20,595 $ 500,100,869 |
Organization and Business Ope17
Organization and Business Operations (Details Textual) - USD ($) | 1 Months Ended | 6 Months Ended |
Sep. 16, 2015 | Dec. 31, 2015 | |
Organization And Business Operations [Line Items] | ||
Warrants Issued During Period | 19,500,000 | |
Proceeds from Issuance of Warrants | $ 9,750,000 | |
Payments to Acquire Restricted Certificates of Deposit | 500,000,000 | |
Net Tangible Assets Benchmark Value | 5,000,001 | |
Liquidation Basis of Accounting, Accrued Costs to Dispose of Assets and Liabilities | $ 100,000 | |
Common Class A [Member] | ||
Organization And Business Operations [Line Items] | ||
Debt Instrument, Redemption Price, Percentage | 100.00% | |
Private Placement [Member] | ||
Organization And Business Operations [Line Items] | ||
Warrants Issued During Period | 19,500,000 | |
Proceeds from Issuance of Warrants | $ 9,750,000 | |
Over-Allotment Option [Member] | ||
Organization And Business Operations [Line Items] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period | 2,000,000 |
Significant Accounting Polici18
Significant Accounting Policies (Details Textual) | 6 Months Ended |
Dec. 31, 2015USD ($)shares | |
Significant Accounting Policies [Line Items] | |
Offering Costs | $ 28,290,000 |
Underwriter Discounts | 27,500,000 |
Deferred Offering Costs | 19,500,000 |
Public Offering Fee | 790,000 |
Accrued Liabilities, Current | 110,000 |
Net Tangible Assets Benchmark Value | $ 5,000,001 |
Common Class A [Member] | |
Significant Accounting Policies [Line Items] | |
Common Stock Outstanding Including Temporary Equity | shares | 50,000,000 |
Temporary Equity, Shares Outstanding | shares | 47,646,408 |
Redeemable Ordinary Shares [Member] | |
Significant Accounting Policies [Line Items] | |
Net Tangible Assets Benchmark Value | $ 5,000,001 |
Credit Concentration Risk [Member] | |
Significant Accounting Policies [Line Items] | |
Cash, FDIC Insured Amount | $ 250,000 |
Public Offering (Details Textua
Public Offering (Details Textual) - USD ($) | 1 Months Ended | 6 Months Ended |
Sep. 16, 2015 | Dec. 31, 2015 | |
Public Offering [Line Items] | ||
Shares Issued, Price Per Share | $ 0.002 | |
Payments of Stock Issuance Costs | $ 8,659,619 | |
Deferred Offering Costs | $ 19,500,000 | |
Over-Allotment Option [Member] | ||
Public Offering [Line Items] | ||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period | 2,000,000 | |
Common Class A [Member] | ||
Public Offering [Line Items] | ||
Common Stock, Par or Stated Value Per Share | $ 0.0001 | |
Share Price Per One Half Share | 5.75 | |
Share Price | $ 11.50 | |
Capital Units [Member] | ||
Public Offering [Line Items] | ||
Shares, Issued | 50,000,000 | |
Shares Issued, Price Per Share | $ 10 | |
Common Stock, Par or Stated Value Per Share | $ 0.0001 | |
Payments of Stock Issuance Costs | $ 8,000,000 | |
Aggregate Upfront Underwriting Discount Paid Per Unit Sold | $ 0.16 | |
Upfront Underwriting Discount Paid Per Unit Sold | $ 0.55 | |
Upfront Underwriting Discount Paid At Closing | $ 8,000,000 | |
Deferred Offering Costs | $ 19,500,000 | |
Deferred Discount Per Unit Sold | $ 0.39 |
Related Party Transactions (Det
Related Party Transactions (Details Textual) - USD ($) | Sep. 10, 2015 | Jul. 01, 2015 | Aug. 27, 2015 | Jul. 29, 2015 | Dec. 31, 2015 | |
Related Party Transaction [Line Items] | ||||||
Stock Issued During Period, Value, New Issues | $ 500,000,000 | |||||
Shares Issued, Price Per Share | $ 0.002 | |||||
Due to Officers or Stockholders | $ 53,000 | |||||
Director [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Forfeitures in Period | 3,235 | |||||
Over-Allotment Option [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 2,000,000 | |||||
Private Placement [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 19,500,000 | |||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.50 | |||||
Warrants and Rights Outstanding | $ 9,750,000 | |||||
Sale of Stock, Description of Transaction | Each Private Placement Warrant entitles the holder to purchase one-half of one Class A ordinary share at $5.75 per one-half share ($11.50 per whole share). | |||||
Common Class B [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Shares Issued, Price Per Share | $ 0.129 | |||||
Stock Issued During Period, Shares, Other | 13,800,000 | 13,800,000 | [1] | |||
Founder Shares [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Stock Issued During Period, Shares, New Issues | 25,000 | |||||
Portion Of Founder Shares Forfeited | 20.00% | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Forfeitures in Period | 1,300,000 | |||||
Sponsor [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Related Party Transaction, Selling, General and Administrative Expenses from Transactions with Related Party | $ 52,000 | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Forfeitures in Period | 1,271,771 | |||||
Sponsor [Member] | Maximum [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Related Party Transaction, Selling, General and Administrative Expenses from Transactions with Related Party | $ 15,000 | |||||
Sponsor [Member] | Founder Shares [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Stock Issued During Period, Shares, New Issues | 12,218,750 | 665,500 | ||||
Stock Issued During Period, Value, New Issues | $ 25,000 | |||||
Harry E Sloan [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Forfeitures in Period | 18,524 | |||||
Harry E Sloan [Member] | Founder Shares [Member] | ||||||
Related Party Transaction [Line Items] | ||||||
Stock Issued During Period, Shares, New Issues | 6,109,375 | |||||
Stock Issued During Period, Value, New Issues | $ 12,500 | |||||
Shares Issued, Price Per Share | $ 0.002 | |||||
[1] | Share amounts have been retroactively restated to reflect the share capitalization of 1,581,250 to the initial shareholders on September 10, 2015 (see Note 4). |
Commitments and Contingencies (
Commitments and Contingencies (Details Textual) | 6 Months Ended |
Dec. 31, 2015USD ($) | |
Other Commitments [Line Items] | |
Other Commitment, Total | $ 19,500,000 |
Other Commitments, Description | 3.9% of the gross offering proceeds of the Public Offering, to the underwriters upon the Companys consummation of a Business Combination. |
Trust Account and Fair Value 22
Trust Account and Fair Value Measurements (Details) - US Treasury Securities [Member] | 6 Months Ended |
Dec. 31, 2015USD ($) | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Held-to-maturity Securities, Carrying Value | $ 500,080,274 |
Held-to-maturity Securities, Gross unrealized Holding Gains | 20,595 |
Fair Value, Inputs, Level 1 [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Held-to-maturity Securities | $ 500,100,869 |
Trust Account and Fair Value 23
Trust Account and Fair Value Measurements (Details Textual) | Dec. 31, 2015USD ($) |
Cash and Cash Equivalents [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Held-to-maturity Securities, Sold Security, at Carrying Value | $ 9,408 |
US Treasury Securities [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Held-to-maturity Securities, Sold Security, at Carrying Value | $ 500,080,274 |
Shareholders' Equity (Details T
Shareholders' Equity (Details Textual) | Dec. 31, 2015shares |
Common Stock, Shares Authorized | 400,000,000 |
Preferred Stock, Shares Authorized | 1,000,000 |
Common Class A [Member] | |
Common Stock, Shares Authorized | 380,000,000 |
Common Stock Outstanding Including Temporary Equity | 50,000,000 |
Temporary Equity, Shares Outstanding | 47,646,408 |
Common Stock, Shares, Outstanding | 2,353,592 |
Common Class B [Member] | |
Common Stock, Shares Authorized | 20,000,000 |
Common Stock, Shares, Outstanding | 12,500,000 |