Capitol Acquisition Corp III 10-K 10 Mar 17 2016 FY Annual report Financial data

Document and Entity Information

Document and Entity Information - USD ($)	12 Months Ended
	Dec. 31, 2016	Mar. 10, 2017	Jun. 30, 2016
Document and Entity Information [Abstract]
Entity Registrant Name	Capitol Acquisition Corp. III
Entity Central Index Key	1,648,955
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Document Type	10-K
Document Period End Date	Dec. 31, 2016
Document Fiscal Year Focus	2,016
Document Fiscal Period Focus	FY
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Filer Category	Accelerated Filer
Entity Public Float			$ 315,250,000
Entity Common Stock, Shares Outstanding		40,625,000

Balance Sheets

Balance Sheets - USD ($)	Dec. 31, 2016	Dec. 31, 2015
Current assets
Cash and cash equivalents	$ 95,985	$ 857,325
Cash and cash equivalents held in trust account, interest income available for taxes	567,469
Accrued interest receivable held in trust account	165,126	25,377
Prepaid expenses	30,525	17,800
Total current assets	859,105	900,502
Cash and cash equivalents held in trust account, restricted	325,000,000	325,000,000
Total assets	325,859,105	325,900,502
Current liabilities
Accounts payable and accrued expenses	188,291	76,454
Long-term liabilities
Notes payable to related parties	500,000
Deferred underwriting fee	11,375,000	11,375,000
Total liabilities	12,063,291	11,451,454
Commitments and Contingencies
Common stock, subject to possible redemption, 30,810,131 and 30,944,905 shares at redemption value at December 31, 2016 and December 31, 2015	308,795,813	309,449,047
Stockholders' equity:
Preferred stock, $.0001 par value; 1,000,000 shares authorized; none issued and outstanding
Common stock, $.0001 par value; 120,000,000 shares authorized; 9,814,869 and 9,680,095 shares issued and outstanding at December 31, 2016 and December 31, 2015, respectively	981	969
Additional paid-in capital	5,768,759	5,115,537
Accumulated deficit	(769,739)	(116,505)
Total stockholders' equity	5,000,001	5,000,001
Total liabilities and stockholders' equity	$ 325,859,105	$ 325,900,502

Balance Sheets (Parenthetical)

Balance Sheets (Parenthetical) - $ / shares	Dec. 31, 2016	Dec. 31, 2015
Balance Sheet [Abstract]
Common shares subject to possible redemption	30,810,131	30,944,905
Preferred stock, par value	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	1,000,000	1,000,000
Preferred stock, shares issued
Preferred stock, shares outstanding
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	120,000,000	120,000,000
Common stock, shares, issued	9,814,869	9,680,095
Common stock, shares, outstanding	9,814,869	9,680,095

Statements of Operations

Statements of Operations - USD ($)	6 Months Ended	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2016
Income Statement [Abstract]
Operating costs	$ (141,984)	$ (1,491,184)
Loss from operations	(141,984)	(1,491,184)
Other income and expense:
Interest income	25,479	837,950
Net loss	$ (116,505)	$ (653,234)
Weighted average number of shares outstanding, basic and diluted	9,098,268	9,735,456
Basic and diluted net loss per share	$ (0.01)	$ (0.07)

Statement of Changes in Stockho

Statement of Changes in Stockholders' Equity - USD ($)	Total	Common Stock	Additional Paid-in Capital	Accumulated Deficit
Balance at Jul. 13, 2015
Balance, share at Jul. 13, 2015
Common stock issued to initial stockholders	25,000	$ 1,006	23,994
Common stock issued to initial stockholders, Shares		10,062,500
Contribution of sponsors' shares for no consideration		$ (143)	143
Contribution of sponsors' shares for no consideration, Shares		(1,437,500)
Sale of 32,500,000 units, net underwriters' discount and offering expenses	306,290,553	$ 3,250	306,287,303
Sale of 32,500,000 units, net underwriters' discount and offering expenses, Shares		32,500,000
Proceeds from issuance of sponsors' warrants, at $1 per warrant	8,250,000		8,250,000
Forfeiture of initial stockholders' shares pursuant to partial exercise of underwriters' overallotment		$ (50)	50
Forfeiture of initial stockholders' shares pursuant to partial exercise of underwriters' overallotment, Shares		(500,000)
Shares subject to possible redemption	(309,449,047)	$ (3,094)	(309,445,953)
Shares subject to possible redemption, Shares		(30,944,905)
Net loss for period	(116,505)			(116,505)
Balance at Dec. 31, 2015	5,000,001	$ 969	5,115,537	(116,505)
Balance, shares at Dec. 31, 2015		9,680,095
Shares subject to possible redemption	653,234	$ 12	653,222
Shares subject to possible redemption, Shares		134,774
Net loss for period	(653,234)			(653,234)
Balance at Dec. 31, 2016	$ 5,000,001	$ 981	$ 5,768,759	$ (769,739)
Balance, shares at Dec. 31, 2016		9,814,869

Statement of Changes in Stockh6

Statement of Changes in Stockholders' Equity (Parenthetical)	6 Months Ended
	Dec. 31, 2015$ / sharesshares
Warrant price per share | $ / shares	$ 1
Common Stock [Member]
Sale of underwriters' discount and offering expenses - shares | shares	32,500,000

Statements of Cash Flows

Statements of Cash Flows - USD ($)	6 Months Ended	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2016
Cash Flows from Operating Activities:
Net loss	$ (116,505)	$ (653,234)
Adjustments to reconcile net loss to net cash used in operating activities:
Cash held in trust account, interest income available for taxes		(691,951)
Accrued interest income	(25,377)	(139,749)
Changes in operational assets and liabilities:
Prepaid expenses	(17,800)	(12,725)
Accounts payable and accrued expenses	76,454	111,837
Net cash used in operating activities	(83,228)	(1,385,822)
Cash Flows from Investing Activities:
Proceeds released from Trust		124,482
Cash held in Trust Activity	(325,000,000)
Net cash provided (used in) investment activities	(325,000,000)	124,482
Cash Flows from Financing Activities:
Proceeds from notes payable to related parties	280,000	500,000
Repayments of notes payable to related parties	(280,000)
Proceeds from issuance of common stock to initial stockholders	25,000
Proceeds from sale of Units, net underwriter commissions paid	317,665,553
Proceeds from issuance of Sponsors' warrants	8,250,000
Net cash provided by financing activities	325,940,553	500,000
Net (Decrease) Increase in cash and cash equivalents	857,325	(761,340)
Cash and cash equivalents, beginning of period		857,325
Cash and cash equivalents, end of period	857,325	95,985
Supplemental disclosure of non-cash investing and financing activities:
Initial value of common stock subject to redemption	309,564,545
Change in value of common stock subject to redemption	(115,498)	(653,234)
Deferred underwriter fee	$ 11,375,000

Organization, Plan of Business

Organization, Plan of Business Operations and Liquidity	12 Months Ended
	Dec. 31, 2016
Organization, Plan of Business Operations and Liquidity [Abstract]
Organization, Plan of Business Operations and Liquidity	Note 1 – Organization, Plan of Business Operations and Liquidity Capitol Acquisition Corp. III (the “Company”) was incorporated in Delaware on July 13, 2015 as a blank check company whose objective is to acquire, through a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination, one or more businesses or entities (a “Business Combination”). All activity through December 31, 2016 relates to the Company’s formation, initial public offering (“Offering”) and identifying and investigating prospective target businesses with which to consummate a Business Combination. The registration statement for the Offering was declared effective on October 13, 2015. The Company consummated the Offering of 32,500,000 units on October 19, 2015, including the exercise of the over-allotment option to the extent of 2,500,000 units, generating gross proceeds of $325,000,000 and net proceeds of $317,665,553 after deducting $7,334,447 of transaction costs (up to an additional $11,375,000 of deferred underwriting expenses may be paid upon the completion of a Business Combination). The units sold pursuant to the Offering (“Units”) were sold at an offering price of $10.00 per Unit. In addition, the Company generated gross and net proceeds of $8,250,000 from the private placement (the “Private Placement”) of 8,250,000 warrants (“Founders’ Warrants”) at a price of $1.00 per warrant to Capitol Acquisition Management 3 LLC and Capitol Acquisition Founder LLC (collectively, the “Sponsors”), entities affiliated with the Company’s executive officers, and the Company’s directors. The Company’s management has broad discretion with respect to the specific application of the net proceeds of our Offering and the Founders’ Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to effect a Business Combination successfully. Upon the closing of the Offering, $325,000,000 ($10.00 per Unit sold in the Offering), including the proceeds of the private placement of the Founders’ Warrants was placed in a trust account (“Trust Account”) and may be invested in U.S. “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 until the earlier of (i) the consummation of the Company’s first Business Combination and (ii) the Company’s failure to consummate a Business Combination within the prescribed time. Placing funds in the Trust Account may not protect those funds from third party claims against the Company. Although the Company will seek to have all vendors, service providers, prospective target businesses or other entities it engages, execute agreements with the Company waiving any claim of any kind in or to any monies held in the Trust Account, there is no guarantee that such persons will execute such agreements. The Company’s executive officers have agreed that they will be liable under certain circumstances to ensure that the proceeds in the Trust Account are not reduced by the claims of target businesses or vendors or other entities that are owed money by the Company for services rendered, contracted for or products sold to the Company. However, there can be no assurance that they will be able to satisfy those obligations should they arise. The Company, after signing a definitive agreement for a Business Combination with a target business, is required to seek shareholder approval of such Business Combination at a meeting called for such purpose at which shareholders may seek to convert their shares into their pro rata share of the aggregate amount then on deposit in the Trust Account, less any taxes then due but not yet paid. Notwithstanding the foregoing, a public stockholder, together with any affiliate of his or any other person with whom he is acting in concert or as a “group” (as defined in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended) will be restricted from seeking conversion rights with respect to 20% or more of the shares of common stock sold in the Offering without the Company’s prior written consent. The Company will proceed with a Business Combination only if it has net tangible assets of at least $5 million upon consummation of the Business Combination and a majority of the outstanding shares of common stock of the Company voted are voted in favor of the Business Combination. In connection with any shareholder vote required to approve any Business Combination, the Sponsors and any other initial shareholders of the Company (collectively, the “Initial Stockholders”) have agreed (i) to vote any of their respective shares in favor of the initial Business Combination and (ii) not to convert any of their respective shares. Pursuant to the Company’s Amended and Restated Certificate of Incorporation, if the Company is unable to complete its initial Business Combination by October 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 outstanding public shares and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining holders of common stock and the Company’s board of directors, dissolve and liquidate. If the Company is unable to consummate an initial Business Combination and is forced to redeem 100% of the outstanding Public Shares for a pro rata portion of the funds held in the Trust Account, each holder will receive a full pro rata portion of the amount then in the Trust Account, plus any pro rata interest earned on the funds held in the Trust Account and not released to the Company to pay any of its franchise and income taxes (less up to $100,000 of interest to pay dissolution expenses). If the Company is unable to complete its initial business combination, the per-share conversion price for common stock would be $10.00, without taking into account any interest, if any, earned on the trust account. The proceeds deposited in the Trust Account could, however, become subject to claims of the Company’s creditors that are in preference to the claims of the Company’s stockholders. In addition, if the Company is forced to file a bankruptcy case or an involuntary bankruptcy case is filed against it that is not dismissed, the proceeds held in the Trust Account could be subject to applicable bankruptcy law, and may be included in its bankruptcy estate and subject to the claims of third parties with priority over the claims of the Company’s common stockholders. Therefore, the actual per-share redemption price may be less than $10.00. The Company is an emerging growth company as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”) and will remain such for up to five years. However, if the Company’s non-convertible debt issued within a three-year period or the Company’s total revenues exceed $1 billion or the market value of the Company’s shares of common stock that are held by non-affiliates exceeds $700 million on the last day of the second fiscal quarter of any given fiscal year, the Company would cease to be an emerging growth company as of the following fiscal year. As an emerging growth company, the Company has elected, under Section 107(b) of the JOBS Act, to take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act of 1933, as amended, for complying with new or revised accounting standards. The Company has experienced recurring net operating losses as well as negative cash flows from operations. The Company’s main source of liquidity was from the Offering and the Private Placement proceeds, from which amounts have been used to fund the search for a prospective target business. On August 11, 2016, August 12, 2016 and August 15, 2016, the Company’s officers and directors (or their affiliates) loaned the Company an aggregate of $500,000. The Company currently has a cash position of approximately $96,000. The Company also received new commitments (which commitments replaced and superseded certain prior commitments) from its Chief Executive Officer, Mark D. Ein, its President and Chief Financial Officer, L. Dyson Dryden, and its independent board members, Lawrence Calcano, Richard C. Donaldson and Piyush Sodha, to provide additional loans to the Company of up to $767,000 in the aggregate. On February 7, 2017, our officers and directors (or their affiliates) loaned us an aggregate of $450,000. The August 2016 loans and the February 2017 loans, as well as any future ones that may be made by the Company’s officers and directors (or their affiliates), are, and will be, evidenced by notes and would either be repaid upon the consummation of a Business Combination or up to $1,500,000 of the notes may be converted into warrants. Based on the foregoing, the Company believes it has sufficient cash to meet its needs for the next twelve months.

Significant Accounting Policies

Significant Accounting Policies	12 Months Ended
	Dec. 31, 2016
Significant Accounting Policies [Abstract]
Significant Accounting Policies	Note 2 – Significant Accounting Policies Basis of presentation The accompanying financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (SEC). 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. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company maintains its cash deposits with major financial institutions. Cash and cash equivalents held in Trust Account The amounts held in the Trust Account represent substantially all of the proceeds of the Initial Public Offering and are classified as restricted assets since such amounts can only be used by the Company in connection with the consummation of a Business Combination. As of December 31, 2016 and December 31, 2015, cash and cash equivalents (restricted) held in the Trust Account consisted of $325,000,000 in United States Treasury securities with an original maturity of three months or less. Cash and cash equivalents held in trust available for taxes consisted of $567,469 at December 31, 2016. 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, primarily due to their short-term nature. Offering Costs Offering costs consist principally of legal, accounting and underwriting costs incurred through the balance sheet date that are directly related to the Offering. Offering costs approximately to $18.7 million were charged to stockholder’s equity upon completion of the Offering. Common stock subject to possible redemption The Company accounts for its common stock subject to possible conversion in accordance with the guidance enumerated in ASC 480 “Distinguishing Liabilities from Equity”. Common stock subject to mandatory conversion is classified as a liability instrument and is measured at fair value. Conditionally convertible common stock (including common stock that features cash conversion rights that are either within the control of the holder or subject to cash conversion upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s common stock features certain cash conversion rights that are considered by the Company to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, at December 31, 2016 and December 31, 2015, the common stock subject to possible conversion is presented as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet. Loss Per Share Loss per share is computed by dividing net loss by the weighted-average number of shares of common stock outstanding during the period, excluding shares of common stock subject to forfeiture (Note 5). Common stock subject to possible redemption has been excluded from the calculation of basic loss per share since such shares, if redeemed, only participate in their pro rata share of the Trust Account earnings. The Company has not considered the effect of warrants to purchase shares of common stock in the calculation of diluted loss per share, since the exercise of the warrants is contingent upon the occurrence of future events. As a result, diluted loss per common share is the same as basic loss per common share for the period. 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 expenses during the reporting period. Actual results could differ from those estimates. Income Taxes The Company accounts for income taxes under ASC 740 Income Taxes (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position 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. ASC 740 also provides guidance on de-recognition, classification, interest and penalties, accounting in interim period disclosure and transition. The Company is required to file income tax returns in the United States (federal) and in various state and local jurisdictions. Based on the Company’s evaluation, it has been concluded that there are no significant uncertain tax positions requiring recognition in the Company’s financial statements. Since the Company was incorporated on July 13, 2015, the evaluation was performed for the 2015 tax year. The Company believes that its income tax positions and deductions would be sustained on audit and does not anticipate any adjustments that would result in a material changes to its financial position. The Company’s policy for recording interest and penalties associated with audits is to record such expense as a component of income tax expense. There were no amounts accrued for penalties or interest as of or during the year ended December 31, 2016 or the period ended December 31, 2015. Management is currently unaware of any issues under review that could result in significant payments, accruals or material deviations from its position. Recent Accounting Pronouncements In August 2014, the FASB issued ASU 2014-15, “Disclosure of Uncertainties about an Entity’s Ability to continue as a Going Concern” (“ASU 2014-15”). ASU 2014-15 provides guidance on management’s responsibility in evaluating whether there is substantial doubt about a company’s ability to continue as a going concern and about related footnote disclosures. For each reporting period, management 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 adopt ed the methodologies prescribed by ASU 2014-15. The adoption of ASU 2014-15 had no material effect on the Company’s financial position or results of operations. Management does not believe that any recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying financial statements. Subsequent Events Management of the Company evaluates events that have occurred after the balance sheet date of December 31, 2016 through the date which these financial statements were issued. Based upon the review, management noted that on February 7, 2017, the Company issued notes payable to its officers and directors (or their affiliates) which totaled $450,000. These notes do not bear interest, and are repayable upon the consummation of the Company’s initial merger, capital stock exchange, asset acquisition, or other similar business combination. Upon consummation of a business combination, the note holders have the option to convert up to $1,500,000 of aggregate principal balances into warrants at a price of $1.00 per warrant. The terms of these warrants will be identical to those of the founders’ warrants. On January 3, 2017, we received a notice from NASDAQ stating that we failed to hold an annual meeting of stockholders within 12 months after our fiscal year ended December 31, 2015, as required by NASDAQ Listing Rules 5620(a) and 5810(c)(2)(G). We submitted a plan to regain compliance pursuant to the procedures set forth in the NASDAQ Listing Rules on February 16, 2017. On March 2, 2017, NASDAQ approved our plan and indicated that we now have until June 29, 2017 to regain compliance with the aforementioned rules by holding an annual meeting of shareholders by such date. We intend to hold an annual meeting in connection with any proposed business combination we submit to stockholders for approval. Failure to hold an annual meeting by such date could result in the delisting of our securities from NASDAQ. Other than the matter noted in the preceding two paragraphs, management did not identify any recognized or non-recognized subsequent events that would have required further adjustment or disclosure in the financial statements.

Initial Public Offering and Fou

Initial Public Offering and Founders' Warrants	12 Months Ended
	Dec. 31, 2016
Initial Public Offering and Founders' Warrants [Abstract]
Initial Public Offering and Founders' Warrants	Note 3 – Initial Public Offering and Founders’ Warrants In connection with the Offering, on October 19, 2015, the Company sold 32,500,000 Units at $10.00 per Unit (including 2,500,000 Units subject to the underwriters’ over-allotment option. Each unit consists of one share of common stock in the Company and one half of one Warrant of the Company (“Warrants”). Each whole Warrant entitles the holder to purchase one share of common stock at a price of $11.50 commencing on the later of 30 days after the Company’s completion of a Business Combination or October 19, 2016 and expiring five years from the completion of a Business Combination. The Company may redeem the Warrants at a price of $0.01 per Warrant upon 30 days’ notice, only in the event that the last sale price of the shares of common stock is at least $18.00 per share for any 20 trading days within a 30-trading day period ending on the third day prior to the date on which notice of redemption is given. If the Company redeems the Warrants as described above, management will have the option to require all holders that wish to exercise their Warrants to do so on a “cashless basis.” No warrants will be exercisable for cash unless the Company has an effective and current registration statement covering the shares of common stock issuable upon exercise of the Warrants and a current prospectus relating to such shares of common stock. Notwithstanding the foregoing, if a registration statement covering the shares of common stock issuable upon exercise of the Warrants is not effective within 90 days following the consummation of an initial Business Combination, Warrant holders may, until such time as there is an effective registration statement and during any period when the Company shall have failed to maintain an effective registration statement, exercise Warrants on a cashless basis pursuant to the exemption provided by Section 3(a)(9) of the Securities Act of 1933, as amended, provided that such exemption is available. If that exemption, or another exemption, is not available, holders will not be able to exercise their Warrants on a cashless basis. In accordance with the warrant agreement relating to the Warrants to be sold and issued in the Offering the Company is only required to use its best efforts to maintain the effectiveness of the registration statement covering the Warrants. Simultaneously with the consummation of the Offering, the Company consummated the Private Placement of 8,250,000 Founders’ Warrants at a price of $1.00 per warrant to the Sponsors. The Founders’ Warrants are identical to the Warrants included in the Units sold in the Offering except that the Founders’ Warrants: (i) are not redeemable by the Company and (ii) may be exercised for cash or on a cashless basis, as described in the registration statement relating to the Offering, so long as they are held by the initial purchasers or any of their permitted transferees. Additionally, the purchasers have agreed not to transfer, assign or sell any of the Founders’ Warrants, including the common stock issuable upon exercise of the Founders’ Warrants (except to certain permitted transferees), until 30 days after the completion of the Company’s initial Business Combination. At December 31, 2016 and December 31, 2015, there were 24,500,000 Warrants outstanding, which include 8,250,000 Founders’ Warrants.

Related Parties

Related Parties	12 Months Ended
	Dec. 31, 2016
Related Parties [Abstract]
Related Parties	Note 4 – Related Parties During August 2016, the Company issued notes payable to certain shareholders which totaled $500,000. These notes do not bear interest, and are repayable upon the consummation of the Company’s initial merger, capital stock exchange, asset acquisition, or other similar business combination. Upon consummation of a business combination, the note holders have the option to convert their principal balances into warrants at a price of $1.00 per warrant. The terms of these warrants will be identical to those of the founders’ warrants. The Company issued a $200,000 principal amount unsecured promissory note to an affiliate of the Company’s chief executive officer on July 13, 2015. The note was non-interest bearing and payable on the earlier to occur of (i) August 1, 2016, (ii) the consummation of the Offering or (iii) the abandonment of the Offering. The note was repaid in full on the closing of the Offering, along with other short-term advances of $80,000. The Company presently occupies office space provided by two affiliates of the Company’s executive officers. Such affiliates have agreed that, until the Company consummates a Business Combination, they will make such office space, as well as certain office and secretarial services, available to the Company, as may be required by the Company from time to time. The Company will pay such affiliates an aggregate of $10,000 per month for such services. The Initial Stockholders and the holders of the Founders’ Warrants (or underlying shares of common stock) will be entitled to registration rights with respect to their initial shares and the Founders’ Warrants (or underlying shares of common stock) pursuant to an agreement signed on the effective date of the Offering. The holders of the majority of the initial shares are entitled to demand that the Company register these shares at any time commencing three months prior to the first anniversary of the consummation of a Business Combination. The holders of the Founders’ Warrants (or underlying shares of common stock) are entitled to demand that the Company register these securities at any time after the Company consummates a Business Combination. In addition, the Initial Stockholders and holders of the Founders’ Warrants (or underlying shares of common stock) have certain “piggy-back” registration rights on registration statements filed after the Company’s consummation of a Business Combination.

Commitments and Contingencies

Commitments and Contingencies	12 Months Ended
	Dec. 31, 2016
Commitments and Contingencies [Abstract]
Commitments and Contingencies	Note 5 – Commitments and Contingencies On October 13, 2015, the Company entered into an agreement with the underwriters of the Offering (“Underwriting Agreement”). Pursuant to the Underwriting Agreement, the Company paid an underwriting discount of 2.0% of the gross proceeds of the Offering as an underwriting discount. The Company also agreed to pay the underwriters in the Offering a deferred underwriting discount of 3.5% of the gross proceeds of the Offering (“Deferred Commissions”) which was placed in the Trust Account and is only payable upon completion of a Business Combination. The Company entered into three consulting arrangements for services to help identify and introduce the Company to potential targets and provide assistance with due diligence, deal structuring, documentation and obtaining stockholder approval for a business combination. These agreements provide for an aggregate annual fee of $550,000 and success fee of $1,125,000 upon the consummation of a business combination.

Stockholder Equity

Stockholder Equity	12 Months Ended
	Dec. 31, 2016
Stockholder Equity [Abstract]
Stockholder Equity	Note 6 – Stockholder Equity Preferred Stock The Company is authorized to issue 1,000,000 shares of preferred stock with a par value of $0.0001 per share with such designation, rights and preferences as may be determined from time to time by the Company’s board of directors. As of December 31, 2016 and December 31, 2015, there are no shares of preferred stock issued or outstanding. Common Stock The Company is authorized to issue 120,000,000 shares of common stock with a par value of $0.0001 per share. In connection with the organization of the Company, on July 13, 2015, a total of 10,062,500 shares of the Company’s common stock were sold to the Sponsors at a price of approximately $0.0025 per share for an aggregate of $25,000. On October 13, 2015, the Sponsors contributed back to the Company’s capital, for no additional consideration, an aggregate of 1,437,500 shares, leaving an aggregate of 8,625,000 shares outstanding. This number included an aggregate of 1,125,000 shares that were subject to forfeiture if the over-allotment option was not exercised in full by the underwriters. An aggregate of 500,000 shares were forfeited based on the amount of Units sold in the Offering pursuant to the over-allotment option. On closing of the Offering, the shares were placed into an escrow account and will not be transferred, assigned, sold or released from escrow until one year after the date of the consummation of an initial Business Combination or earlier if, subsequent to an initial Business Combination, (i) the last sales price of the Company’s common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial Business Combination or (ii) the Company consummates a subsequent liquidation, merger, stock exchange or other similar transaction which results in all of the Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property. As of December 31, 2016 and December 31, 2015, 9,814,869 and 9,680,095 shares of common stock, respectively, were issued and outstanding, which excludes 30,810,131 and 30,944,905 shares subject to possible redemption, respectively.

Income Taxes

Income Taxes	12 Months Ended
	Dec. 31, 2016
Income Taxes [Abstract]
Income Taxes	Note 7 – Income Taxes For the year ended December 31, 2016 and the period from July 13, 2015 (inception) through December 31, 2015 there are no provisions for income taxes or corporate taxes payable due to the net operating losses incurred in each year. Deferred income tax assets of $260,000 (2016) and $40,000 (2015) are primarily comprised of net operating loss carryforwards. The deferred tax benefits recorded in each year of $220,000 (2016) and $40,000 (2015) were offset by corresponding equal amounts of changes in the valuation allowance. Deferred income taxes, if applicable, are provided for the differences between the basis of assets and liabilities for financial reporting and income tax purposes. A valuation allowance is established when necessary to reduce deferred tax assets to the amount expected to be realized. The Company has approximately $766,000 in net operating losses that expire through 2036 and if realized would have a tax benefit approximately $260,000. The Company has recorded a full valuation allowance against this deferred tax benefit since the Company believes it is more likely than not to that the Company will not utilize the losses in the future, and accordingly it has not been recorded as a deferred tax asset. A reconciliation of the provision for income taxes with the amounts computed by applying the statutory Federal income tax rate to income from continuing operations before provision for income taxes is as follows: Year Ended December 31, Period from July 13, 2015 (inception) through December 31, Tax provision at statutory rate (34 %) (34 %) State and local taxes (net of federal tax benefit) - - Effect of valuation allowance on deferred tax asset 34 % 34 % Effective tax rate 0 % 0 %

Summarized Quarterly Data (unau

Summarized Quarterly Data (unaudited)	12 Months Ended
	Dec. 31, 2016
Summarized Quarterly Data (unaudited) [Abstract]
Summarized Quarterly Data (unaudited)	Note 8 – Summarized Quarterly Data (unaudited) Following is a summary of the quarterly results of operations for the year ended December 31, 2016. For the three months ended March 31, For the three months ended June 30, For the three months ended September 30, For the three months ended December 31, Operating costs $ (477,521 ) $ (319,989 ) $ (366,322 ) $ (327,352 ) Loss from operations $ (477,521 ) $ (319,989 ) $ (366,322 ) $ (327,352 ) Interest income $ 132,167 $ 225,337 $ 218,239 $ 262,207 Net loss $ (345,354 ) $ (94,652 ) $ (148,083 ) $ (65,145 ) Weighted average number of common shares outstanding, excluding shares subjected to possible conversions-basic and diluted 9,680,095 9,729,607 9,748,052 9,783,543 Basic and diluted net income (loss) per Share $ (0.04 ) $ (0.01 ) $ (0.02 ) $ (0.01 ) Following is a summary of the quarterly results of operations for the period from July 13, 2015 (inception) through ended December 31, 2015. Period from July 13, 2015 (inception) through September 30, 2015 For the three months ended December 31, 2015 Formation and operating costs $ (983 ) $ (141,001 ) Loss from operations (983 ) (141,001 ) Interest income - 25,479 Net loss $ (983 ) $ (115,522 ) Weighted average number of common shares outstanding, excluding shares subjected to possible conversions-basic and diluted 8,750,000 8,433,123 Basic and diluted net income (loss) per Share $ - $ (0.01 )

Significant Accounting Polici16

Significant Accounting Policies (Policies)	12 Months Ended
	Dec. 31, 2016
Significant Accounting Policies [Abstract]
Basis of presentation	Basis of presentation The accompanying financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (SEC).
Concentration of credit risk	Concentration of credit risk Financial instruments that potentially subject the Company to concentration of credit risk consist of cash accounts in a financial institution which, at times may exceed the federal depository insurance 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.
Cash and Cash Equivalents	Cash and Cash Equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company maintains its cash deposits with major financial institutions.
Cash and cash equivalents held in Trust Account	Cash and cash equivalents held in Trust Account The amounts held in the Trust Account represent substantially all of the proceeds of the Initial Public Offering and are classified as restricted assets since such amounts can only be used by the Company in connection with the consummation of a Business Combination. As of December 31, 2016 and December 31, 2015, cash and cash equivalents (restricted) held in the Trust Account consisted of $325,000,000 in United States Treasury securities with an original maturity of three months or less. Cash and cash equivalents held in trust available for taxes consisted of $567,469 at December 31, 2016.
Fair value of financial instruments	Fair value of financial instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet, primarily due to their short-term nature.
Offering Costs	Offering Costs Offering costs consist principally of legal, accounting and underwriting costs incurred through the balance sheet date that are directly related to the Offering. Offering costs approximately to $18.7 million were charged to stockholder’s equity upon completion of the Offering.
Common stock subject to possible redemption	Common stock subject to possible redemption The Company accounts for its common stock subject to possible conversion in accordance with the guidance enumerated in ASC 480 “Distinguishing Liabilities from Equity”. Common stock subject to mandatory conversion is classified as a liability instrument and is measured at fair value. Conditionally convertible common stock (including common stock that features cash conversion rights that are either within the control of the holder or subject to cash conversion upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s common stock features certain cash conversion rights that are considered by the Company to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, at December 31, 2016 and December 31, 2015, the common stock subject to possible conversion is presented as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet.
Loss Per Share	Loss Per Share Loss per share is computed by dividing net loss by the weighted-average number of shares of common stock outstanding during the period, excluding shares of common stock subject to forfeiture (Note 5). Common stock subject to possible redemption has been excluded from the calculation of basic loss per share since such shares, if redeemed, only participate in their pro rata share of the Trust Account earnings. The Company has not considered the effect of warrants to purchase shares of common stock in the calculation of diluted loss per share, since the exercise of the warrants is contingent upon the occurrence of future events. As a result, diluted loss per common share is the same as basic loss per common share for the period.
Use of Estimates	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 expenses during the reporting period. Actual results could differ from those estimates.
Income Taxes	Income Taxes The Company accounts for income taxes under ASC 740 Income Taxes (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position 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. ASC 740 also provides guidance on de-recognition, classification, interest and penalties, accounting in interim period disclosure and transition. The Company is required to file income tax returns in the United States (federal) and in various state and local jurisdictions. Based on the Company’s evaluation, it has been concluded that there are no significant uncertain tax positions requiring recognition in the Company’s financial statements. Since the Company was incorporated on July 13, 2015, the evaluation was performed for the 2015 tax year. The Company believes that its income tax positions and deductions would be sustained on audit and does not anticipate any adjustments that would result in a material changes to its financial position. The Company’s policy for recording interest and penalties associated with audits is to record such expense as a component of income tax expense. There were no amounts accrued for penalties or interest as of or during the year ended December 31, 2016 or the period ended December 31, 2015. Management is currently unaware of any issues under review that could result in significant payments, accruals or material deviations from its position.
Recent Accounting Pronouncements	Recent Accounting Pronouncements In August 2014, the FASB issued ASU 2014-15, “Disclosure of Uncertainties about an Entity’s Ability to continue as a Going Concern” (“ASU 2014-15”). ASU 2014-15 provides guidance on management’s responsibility in evaluating whether there is substantial doubt about a company’s ability to continue as a going concern and about related footnote disclosures. For each reporting period, management 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 adopt ed the methodologies prescribed by ASU 2014-15. The adoption of ASU 2014-15 had no material effect on the Company’s financial position or results of operations. Management does not believe that any recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying financial statements.
Subsequent Events	Subsequent Events Management of the Company evaluates events that have occurred after the balance sheet date of December 31, 2016 through the date which these financial statements were issued. Based upon the review, management noted that on February 7, 2017, the Company issued notes payable to its officers and directors (or their affiliates) which totaled $450,000. These notes do not bear interest, and are repayable upon the consummation of the Company’s initial merger, capital stock exchange, asset acquisition, or other similar business combination. Upon consummation of a business combination, the note holders have the option to convert up to $1,500,000 of aggregate principal balances into warrants at a price of $1.00 per warrant. The terms of these warrants will be identical to those of the founders’ warrants. On January 3, 2017, we received a notice from NASDAQ stating that we failed to hold an annual meeting of stockholders within 12 months after our fiscal year ended December 31, 2015, as required by NASDAQ Listing Rules 5620(a) and 5810(c)(2)(G). We submitted a plan to regain compliance pursuant to the procedures set forth in the NASDAQ Listing Rules on February 16, 2017. On March 2, 2017, NASDAQ approved our plan and indicated that we now have until June 29, 2017 to regain compliance with the aforementioned rules by holding an annual meeting of shareholders by such date. We intend to hold an annual meeting in connection with any proposed business combination we submit to stockholders for approval. Failure to hold an annual meeting by such date could result in the delisting of our securities from NASDAQ. Other than the matter noted in the preceding two paragraphs, management did not identify any recognized or non-recognized subsequent events that would have required further adjustment or disclosure in the financial statements.

Income Taxes (Tables)

Income Taxes (Tables)	12 Months Ended
	Dec. 31, 2016
Income Taxes [Abstract]
Schedule of reconciliation of provision for income taxes	Year Ended December 31, Period from July 13, 2015 (inception) through December 31, Tax provision at statutory rate (34 %) (34 %) State and local taxes (net of federal tax benefit) - - Effect of valuation allowance on deferred tax asset 34 % 34 % Effective tax rate 0 % 0 %

Summarized Quarterly Data (un18

Summarized Quarterly Data (unaudited) (Tables)	12 Months Ended
	Dec. 31, 2016
Summarized Quarterly Data (unaudited) [Abstract]
Summary of quarterly results of operations	For the three months ended March 31, For the three months ended June 30, For the three months ended September 30, For the three months ended December 31, Operating costs $ (477,521 ) $ (319,989 ) $ (366,322 ) $ (327,352 ) Loss from operations $ (477,521 ) $ (319,989 ) $ (366,322 ) $ (327,352 ) Interest income $ 132,167 $ 225,337 $ 218,239 $ 262,207 Net loss $ (345,354 ) $ (94,652 ) $ (148,083 ) $ (65,145 ) Weighted average number of common shares outstanding, excluding shares subjected to possible conversions-basic and diluted 9,680,095 9,729,607 9,748,052 9,783,543 Basic and diluted net income (loss) per Share $ (0.04 ) $ (0.01 ) $ (0.02 ) $ (0.01 ) Period from July 13, 2015 (inception) through September 30, 2015 For the three months ended December 31, 2015 Formation and operating costs $ (983 ) $ (141,001 ) Loss from operations (983 ) (141,001 ) Interest income - 25,479 Net loss $ (983 ) $ (115,522 ) Weighted average number of common shares outstanding, excluding shares subjected to possible conversions-basic and diluted 8,750,000 8,433,123 Basic and diluted net income (loss) per Share $ - $ (0.01 )

Organization, Plan of Busines19

Organization, Plan of Business Operations and Liquidity (Details) - USD ($)	Feb. 07, 2017	Aug. 15, 2016	Oct. 19, 2015	Dec. 31, 2016	Aug. 31, 2016
Organization, Plan of Business Operations and Liquidity (Textual)
Public offering units			32,500,000
Exercise shares of over-allotment option			2,500,000
Gross proceeds			$ 325,000,000
Net proceeds			317,665,553
Transaction costs			7,334,447
Underwriting expenses			11,375,000
Net tangible assets (minimum)			$ 5,000,000
Warrants price per share			$ 0.01		$ 1
Public offering price per unit			$ 10
Conversion rights percentage			20.00%
Government securities maturity day			180 days or less or in money market funds meeting certain conditions
Description if company unable to complete business combination			Pursuant to the Company's Amended and Restated Certificate of Incorporation, if the Company is unable to complete its initial Business Combination by October 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 outstanding public shares and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining holders of common stock and the Company's board of directors, dissolve and liquidate. If the Company is unable to consummate an initial Business Combination and is forced to redeem 100% of the outstanding Public Shares for a pro rata portion of the funds held in the Trust Account, each holder will receive a full pro rata portion of the amount then in the Trust Account, plus any pro rata interest earned on the funds held in the Trust Account and not released to the Company to pay any of its franchise and income taxes (less up to $100,000 of interest to pay dissolution expenses).
Interest to pay dissolution expenses			$ 100,000
Total revenues			1,000,000,000
Held by non-affiliates			700,000,000
Business combination of notes				$ 1,500,000
Short term loan commitments				$ 767,000
Common stock converts into debt conversion price per share				$ 10
Approximate current cash position				$ 96,000
Loans proceeds from officers and directors		$ 500,000
Subsequent Event [Member]
Organization, Plan of Business Operations and Liquidity (Textual)
Description if company unable to complete business combination	Company issued notes payable to its officers and directors (or their affiliates) which totaled $450,000. These notes do not bear interest, and are repayable upon the consummation of the Company's initial merger, capital stock exchange, asset acquisition, or other similar business combination. Upon consummation of a business combination, the note holders have the option to convert their up to $1,500,000 of aggregate principal balances into warrants at a price of $1.00 per warrant.
Notes payable to officers and directors	$ 450,000
Private Placement [Member]
Organization, Plan of Business Operations and Liquidity (Textual)
Gross and net proceeds			$ 8,250,000
Warrants issued in private placement			8,250,000
Warrants price per share			$ 1

Significant Accounting Polici20

Significant Accounting Policies (Details) - USD ($)	Feb. 07, 2017	Oct. 19, 2015	Dec. 31, 2016	Dec. 31, 2015
Significant Accounting Policies (Textual)
Federal depository insurance coverage			$ 250,000
Cash and cash equivalents held in trust account			325,000,000	$ 325,000,000
Cash and cash equivalents held in trust available for taxes			567,469
Offering costs			$ 18,700,000
Description of business combination		Pursuant to the Company's Amended and Restated Certificate of Incorporation, if the Company is unable to complete its initial Business Combination by October 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 outstanding public shares and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining holders of common stock and the Company's board of directors, dissolve and liquidate. If the Company is unable to consummate an initial Business Combination and is forced to redeem 100% of the outstanding Public Shares for a pro rata portion of the funds held in the Trust Account, each holder will receive a full pro rata portion of the amount then in the Trust Account, plus any pro rata interest earned on the funds held in the Trust Account and not released to the Company to pay any of its franchise and income taxes (less up to $100,000 of interest to pay dissolution expenses).
Subsequent Event [Member]
Significant Accounting Policies (Textual)
Notes payable to officers and directors	$ 450,000
Description of business combination	Company issued notes payable to its officers and directors (or their affiliates) which totaled $450,000. These notes do not bear interest, and are repayable upon the consummation of the Company's initial merger, capital stock exchange, asset acquisition, or other similar business combination. Upon consummation of a business combination, the note holders have the option to convert their up to $1,500,000 of aggregate principal balances into warrants at a price of $1.00 per warrant.
Warrant exercise price	$ 1

Initial Public Offering and F21

Initial Public Offering and Founders' Warrants (Details) - USD ($)	1 Months Ended	6 Months Ended	12 Months Ended
	Oct. 19, 2015	Dec. 31, 2015	Dec. 31, 2016	Dec. 31, 2015	Aug. 31, 2016
Initial Public Offering and Founders' Warrants (Textual)
Company sold units	32,500,000
Offering price per unit	$ 10		$ 10
Exercise shares of over-allotment option	2,500,000
Warrants price per share	$ 0.01				$ 1
Description of warrants	Each whole Warrant entitles the holder to purchase one share of common stock at a price of $11.50 commencing on the later of 30 days after the Company’s completion of a Business Combination or October 19, 2016 and expiring five years from the completion of a Business Combination. The Company may redeem the Warrants at a price of $0.01 per Warrant upon 30 days’ notice, only in the event that the last sale price of the shares of common stock is at least $18.00 per share for any 20 trading days within a 30-trading day period ending on the third day prior to the date on which notice of redemption is given. If the Company redeems the Warrants as described above, management will have the option to require all holders that wish to exercise their Warrants to do so on a “cashless basis.” No warrants will be exercisable for cash unless the Company has an effective and current registration statement covering the shares of common stock issuable upon exercise of the Warrants and a current prospectus relating to such shares of common stock. Notwithstanding the foregoing, if a registration statement covering the shares of common stock issuable upon exercise of the Warrants is not effective within 90 days following the consummation of an initial Business Combination, Warrant holders may, until such time as there is an effective registration statement and during any period when the Company shall have failed to maintain an effective registration statement, exercise Warrants on a cashless basis pursuant to the exemption provided by Section 3(a)(9) of the Securities Act of 1933, as amended, provided that such exemption is available.
Proceeds from issuance of Sponsors' warrants		$ 8,250,000		$ 8,250,000
Price per warrant			$ 1
Warrants issued		8,250,000	8,250,000	8,250,000
Warrants outstanding		24,500,000	24,500,000	24,500,000
Common Stock [Member]
Initial Public Offering and Founders' Warrants (Textual)
Warrant exercise price	$ 11.50
Common share price for warrant redemption	$ 18

Related Parties (Details)

Related Parties (Details) - USD ($)	Jul. 13, 2015	Aug. 31, 2016	Oct. 19, 2015
Related Parties (Textual)
Notes payable issued		$ 500,000
Class of Warrant or Right, Exercise Price of Warrants or Rights		$ 1	$ 0.01
Payments to affiliates aggregate amount		$ 10,000
Other short-term debt		$ 80,000
Chief Executive Officer [Member]
Related Parties (Textual)
Principal amount	$ 200,000

Commitments and Contingencies (

Commitments and Contingencies (Details)	Oct. 13, 2015USD ($)
Commitments and Contingencies (Textual)
Aggregate annual fee	$ 550,000
Aggregate sucess fee upon consummation of business combination	$ 1,125,000
Underwriting Agreement [Member]
Commitments and Contingencies (Textual)
Underwriting discount percentage	2.00%
Deferred underwriting discount percentage to pay underwriters in the offering	3.50%

Stockholder Equity (Details)

Stockholder Equity (Details) - USD ($)	Oct. 13, 2015	Jul. 13, 2015	Dec. 31, 2016	Dec. 31, 2015
Stockholder Equity Preferred Stock (Textual)
Preferred stock, shares authorized			1,000,000	1,000,000
Preferred stock, par value			$ 0.0001	$ 0.0001
Preferred stock, shares issued
Preferred stock, shares outstanding
Common stock, shares authorized			120,000,000	120,000,000
Common stock, par value			$ 0.0001	$ 0.0001
Common stock sold to sponsors, shares		10,062,500
Common stock sold to sponsors, value		$ 25,000
Price per share		$ 0.0025
Number of shares subjected to forfeiture	1,125,000
Forfeited, restricted shares	500,000
Release of shares from escrow	(i) The last sales price of the Company's common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial Business Combination or (ii) the Company consummates a subsequent liquidation, merger, stock exchange or other similar transaction which results in all of the Company's stockholders having the right to exchange their shares of common stock for cash, securities or other property.
Shares contributed back by Sponsors	1,437,500
Sponsor shares outstanding, Pre offering	8,625,000
Common stock, shares, issued			9,814,869	9,680,095
Common stock, shares, outstanding			9,814,869	9,680,095
Common stock subject to possible redemption			30,810,131	30,944,905

Income Taxes (Details)

Income Taxes (Details)	6 Months Ended	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2016
Income Taxes [Abstract]
Tax provision at statutory rate	(34.00%)	(34.00%)
State and local taxes (net of federal tax benefit)
Effect of valuation allowance on deferred tax asset	34.00%	34.00%
Effective tax rate	0.00%	0.00%

Income Taxes (Details Textual)

Income Taxes (Details Textual) - USD ($)	6 Months Ended	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2016
Income Taxes (Textual)
Net operating loss		$ 766,000
Operating loss carryforwards, Expiration date		Dec. 31, 2036
Income tax benefit		$ 260,000
Deferred income tax asset net operating loss carryforwards	$ 40,000	260,000
Deferred tax amount changes in valuation allowance	$ 40,000	$ 220,000

Summarized Quarterly Data (un27

Summarized Quarterly Data (unaudited) (Details) - USD ($)	3 Months Ended						6 Months Ended	12 Months Ended
	Dec. 31, 2016	Sep. 30, 2016	Jun. 30, 2016	Mar. 31, 2016	Dec. 31, 2015	Sep. 30, 2015	Dec. 31, 2015	Dec. 31, 2016
Summary of quarterly results of operations
Formation and operating costs							$ (141,984)	$ (1,491,184)
Loss from operations							(141,984)	(1,491,184)
Interest income							25,479	837,950
Net loss							$ (116,505)	$ (653,234)
Weighted average number of common shares outstanding, excluding shares subjected to possible conversions-basic and diluted							9,098,268	9,735,456
Basic and diluted net income (loss) per Share							$ (0.01)	$ (0.07)
Statement of Operations [Member]
Summary of quarterly results of operations
Formation and operating costs	$ (327,352)	$ (366,322)	$ (319,989)	$ (477,521)	$ (141,001)	$ (983)
Loss from operations	(327,352)	(366,322)	(319,989)	(477,521)	(141,001)	(983)
Interest income	262,207	218,239	225,337	132,167	25,479
Net loss	$ (65,145)	$ (148,083)	$ (94,652)	$ (345,354)	$ (115,522)	$ (983)
Weighted average number of common shares outstanding, excluding shares subjected to possible conversions-basic and diluted	9,783,543	9,748,052	9,729,607	9,680,095	8,433,123	8,750,000
Basic and diluted net income (loss) per Share	$ (0.01)	$ (0.02)	$ (0.01)	$ (0.04)	$ (0.01)