Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Jun. 30, 2016 | Sep. 26, 2016 | Dec. 31, 2015 | |
Document and Entity Information [Abstract] | |||
Entity Registrant Name | Pacific Special Acquisition Corp. | ||
Entity Central Index Key | 1,650,575 | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --06-30 | ||
Document Type | 10-K | ||
Document Period End Date | Jun. 30, 2016 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2,016 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Smaller Reporting Company | ||
Entity Public Float | $ 56,637,500 | ||
Entity Common Stock, Shares Outstanding | 7,719,375 |
Balance Sheet
Balance Sheet | Jun. 30, 2016USD ($) |
Current Assets | |
Cash and cash equivalents | $ 461,889 |
Prepaid expenses and other current assets | 86,874 |
Total Current Assets | 548,763 |
Cash and marketable securities held in Trust Account | 59,877,198 |
TOTAL ASSETS | 60,425,961 |
Current Liabilities | |
Accounts payable and accrued expenses | 180,320 |
Advance from related parties | 90,000 |
Total Liabilities | 270,320 |
Commitments and Contingencies | |
Ordinary shares subject to possible redemption, 5,296,589 shares at redemption value | 55,155,640 |
Shareholders' Equity | |
Preferred shares, no par value; unlimited shares authorized, none issued and outstanding | |
Ordinary shares, no par value; unlimited shares authorized; 2,422,786 shares issued and outstanding (excluding 5,296,589 shares subject to possible redemption) | 5,392,287 |
Accumulated deficit | (392,286) |
Total Shareholders' Equity | 5,000,001 |
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY | $ 60,425,961 |
Balance Sheet (Parenthetical)
Balance Sheet (Parenthetical) | Jun. 30, 2016$ / sharesshares |
Balance Sheet [Abstract] | |
Preferred stock, par value | $ / shares | |
Preferred stock, shares authorized | |
Preferred stock, shares issued | |
Preferred stock, shares outstanding | |
Common stock, par value | $ / shares | |
Common stock, shares authorized | |
Common stock, shares issued | 2,422,786 |
Common stock, shares outstanding | 2,422,786 |
Ordinary shares subject to possible redemption | 5,296,589 |
Statement of Operations
Statement of Operations | 12 Months Ended | |
Jun. 30, 2016USD ($)$ / sharesshares | ||
Statements of Operations [Abstract] | ||
Formation and operating costs | $ 469,484 | |
Loss from operations | (469,484) | |
Other income: | ||
Interest income | 91,488 | |
Unrealized loss on marketable securities held in Trust Account | (14,290) | |
Net Loss | $ (392,286) | |
Weighted average shares outstanding, basic and diluted (1) | shares | 2,078,196 | [1] |
Basic and diluted net loss per ordinary share | $ / shares | $ (0.19) | |
[1] | (1) Excludes shares subject to redemption. |
Statement of Changes in Shareho
Statement of Changes in Shareholders' Equity (Deficit) - 12 months ended Jun. 30, 2016 - USD ($) | Total | Ordinary Shares | Accumulated Deficit |
Beginning Balance at Jun. 30, 2015 | |||
Beginning Balance (shares) at Jun. 30, 2015 | |||
Ordinary shares issued to initial shareholders | 25,000 | $ 25,000 | |
Ordinary shares issued to initial shareholders, Shares | 1,437,500 | ||
Sale of 5,000,000 Units, net of underwriters discount and offering expenses | 47,947,827 | $ 47,947,827 | |
Sale of 5,000,000 Units, net of underwriters discount and offering expenses, Shares | 5,000,000 | ||
Sale of 750,000 over-allotment Units to underwriters, net of underwriters discount | 7,256,250 | $ 7,256,250 | |
Sale of 750,000 over-allotment Units to underwriters, net of underwriters discount, Shares | 750,000 | ||
Sale of 531,875 Private Units | 5,318,750 | $ 5,318,750 | |
Sale of 531,875 Private Units, Shares | 531,875 | ||
Ordinary shares subject to possible redemption | (55,155,640) | $ (55,155,640) | |
Ordinary shares subject to possible redemption, Shares | (5,296,589) | ||
Unit purchase options issued to underwriters | 100 | $ 100 | |
Unit purchase options issued to underwriters, Shares | |||
Net loss | (392,286) | (392,286) | |
Ending Balance at Jun. 30, 2016 | $ 5,000,001 | $ 5,392,287 | $ (392,286) |
Ending Balance (shares) at Jun. 30, 2016 | 2,422,786 |
Statement of Changes in Shareh6
Statement of Changes in Shareholders' Equity (Deficit) (Parenthetical) | 12 Months Ended |
Jun. 30, 2016shares | |
Statement of Stockholders' Equity [Abstract] | |
Sale of 5,000,000 Units, net of underwriters discount and offering expenses (in shares) | 5,000,000 |
Sale of 750,000 over-allotment Units to underwriters, net of underwriters discount (in shares) | 750,000 |
Sale of 531,875 Private Units (in shares) | 531,875 |
Statement of Cash Flows
Statement of Cash Flows | 12 Months Ended |
Jun. 30, 2016USD ($) | |
Cash Flows from Operating Activities: | |
Net loss | $ (392,286) |
Adjustments to reconcile net loss to net cash used in operating activities: | |
Unrealized loss on marketable securities held in Trust Account | 14,290 |
Interest earned on marketable securities held in Trust Account | (91,488) |
Changes in operating assets and liabilities: | |
Prepaid expenses and other current assets | (86,874) |
Accrued expenses and accounts payable | 180,320 |
Net cash used in operating activities | (376,038) |
Cash Flows from Investing Activities: | |
Investment of cash and securities held in Trust Account | (59,800,000) |
Net cash used in investing activities | (59,800,000) |
Cash Flows from Financing Activities: | |
Proceeds from issuance of ordinary shares to initial shareholders | 25,000 |
Proceeds from sale of Units, net of underwriting discounts paid | 48,375,000 |
Proceeds from sale of Private Units | 5,318,750 |
Proceeds from over-allotment Units, net of underwriting discounts paid | 7,256,250 |
Proceeds from advances from related party | 93,417 |
Repayment of advances from related party | (90,917) |
Payment of offering costs | (339,673) |
Proceeds from unit purchase option | 100 |
Net cash provided by financing activities | 60,637,927 |
Net Change in Cash and Cash Equivalents | 461,889 |
Cash and Cash Equivalents - Ending | 461,889 |
Supplemental disclosure of non-cash investing and financing activities: | |
Payment of offering costs through advances from related party | 87,500 |
Change in value of ordinary shares subject to possible redemption | (389,271) |
Initial classification of ordinary shares subject to possible redemption | $ 55,544,911 |
Description of Organization and
Description of Organization and Business Operations | 12 Months Ended |
Jun. 30, 2016 | |
Description of Organization and Business Operations [Abstract] | |
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Pacific Special Acquisition Corp. (the “Company”) is an organized blank check company incorporated in the British Virgin Islands on July 1, 2015. The Company was formed for the purpose of acquiring, engaging in a share exchange, share reconstruction and amalgamation, purchasing all or substantially all of the assets of, entering into contractual arrangements, or engaging in any other similar business combination with one or more businesses or entities (“Business Combination”). Although the Company is not limited to a particular industry or geographic region for purposes of consummating a Business Combination, the Company intends to focus on businesses that have their primary operations located in Asia (with an emphasis on China). At June 30, 2016, the Company had not yet commenced any operations. All activity through June 30, 2016 relates to the Company’s formation, its initial public offering (“Initial Public Offering”), which is described below, and identifying a target company for a Business Combination. The registration statement for the Company’s Initial Public Offering was declared effective on October 14, 2015. On October 20, 2015, the Company consummated the Initial Public Offering of 5,000,000 units (“Units” and, with respect to the ordinary shares included in the Units, the “Public Shares”) at $10.00 per Unit, generating gross proceeds of $50,000,000, which is described in Note 4. Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 477,500 Units (the “Private Units” and, with respect to the ordinary shares included in the Private Units, the “Private Shares”), of which 452,500 Private Units were purchased by the Company’s sponsor and 25,000 Private Units were purchased by EarlyBirdCapital, Inc. (“EBC”), in each case, at a price of $10.00 per Unit in a private placement, generating gross proceeds of $4,775,000, which is described in Note 5. Following the closing of the Initial Public Offering on October 20, 2015, an amount of $52,000,000 ($10.40 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the Private Units was placed in a trust account (“Trust Account”) and invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “1940 Act”), with a maturity of 180 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of paragraphs (c)(2), (c)(3) and (c)(4) of Rule 2a-7 of the 1940 Act, as determined by the Company, until the earlier of: (i) the consummation of a Business Combination or (ii) the distribution of the Trust Account as described below. On October 23, 2015, EBC elected to fully exercise their over-allotment option to purchase 750,000 Units (the “Over-allotment Units”) at a purchase price of $10.00 per Unit, generating gross proceeds of $7,500,000. In addition, on October 23, 2015, the Company consummated the sale of an additional 54,375 Private Units at a price of $10.00 per Unit, of which 45,171 Units were purchased by the Company’s sponsor and 9,204 Units were purchased by EBC, generating gross proceeds of $543,750. Following the closing, an additional $7,800,000 of net proceeds ($10.40 per Unit) was placed in the Trust Account, resulting in $59,800,000 ($10.40 per Unit) held in the Trust Account. Transaction costs amounted to $2,295,923, consisting of $1,868,750 of underwriting fees and $427,173 of Initial Public Offering costs. In addition, following the closing of the Initial Public Offering, $722,827 of cash was held outside of the Trust Account and was available for working capital purposes. The Company’s management has broad discretion with respect to the specific application of the net proceeds of its Initial Public Offering and Private Units, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. The Company’s Units are listed on the Nasdaq Capital Market (“NASDAQ”). Pursuant to the NASDAQ listing rules, the Company’s Business Combination must be with a target business or businesses whose collective fair market value is equal to at least 80% of the balance in the Trust Account at the time of the execution of a definitive agreement for such Business Combination. There is no assurance that the Company will be able to successfully effect a Business Combination. The Company will provide its shareholders with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a shareholder meeting called to approve the Business Combination or (ii) by means of a tender offer. In connection with a proposed Business Combination, the Company may seek shareholder approval of a Business Combination at a meeting called for such purpose at which shareholders may seek to redeem their shares, regardless of whether they vote for or against a Business Combination. The shareholders will be entitled to redeem their shares for a pro rata portion of the amount then in the Trust Account (initially $10.40 per share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations or working capital requirements). In such case, the Company will proceed with a Business Combination only if the Company has net tangible assets of at least $5,000,001 upon such consummation of a Business Combination and a majority of the outstanding shares voted are voted in favor of the Business Combination. If a shareholder vote is not required and the Company does not decide to hold a shareholder vote for business or other legal reasons, the Company will, pursuant to its Memorandum and Articles of Association, conduct the redemptions pursuant to the tender offer rules of the Securities and Exchange Commission (“SEC”), and file tender offer documents containing substantially the same information as would be included in a proxy statement with the SEC prior to completing a Business Combination. Notwithstanding the foregoing, a public shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from seeking redemption rights with respect to 15% or more of the ordinary shares sold in the Initial Public Offering without the Company’s prior written consent. The Company’s sponsor, officers and directors (the “initial shareholders”) have agreed (a) to vote their founder shares, Public Shares and Private Shares in favor of a Business Combination, (b) not to propose an amendment to the Company’s Memorandum and Articles of Association with respect to the Company’s pre-Business Combination activities prior to the consummation of a Business Combination unless the Company provides dissenting public shareholders with the opportunity to redeem their shares in conjunction with any such amendment; (c) not to redeem any shares (including the founder shares and Private Shares) into the right to receive cash from the Trust Account in connection with a shareholder vote to approve a Business Combination (or to sell any shares in a tender offer in connection with a Business Combination if the Company does not seek shareholder approval in connection therewith) or a vote to amend the provisions of the Memorandum and Articles of Association relating to shareholders’ rights of pre-Business Combination activity and (d) that the founder shares and Private Shares shall not participate in any liquidating distributions upon winding up if a Business Combination is not consummated. If the Company is unable to complete a Business Combination within 18 months from the closing of the Initial Public Offering (the “Combination Period”), the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no more than five business days thereafter, redeem 100% of the outstanding Public Shares which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining shareholders and the Company’s board of directors, proceed to commence a voluntary liquidation and thereby a formal dissolution of the Company, subject in each case to its obligations to provide for claims of creditors and the requirements of applicable law. In connection with the redemption of 100% of the Company’s outstanding Public Shares for a 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 previously released to the Company for its working capital requirements or necessary to pay the Company’s taxes payable. The initial shareholders have agreed to waive their redemption rights with respect to the founder shares and the Private Shares (i) in connection with the consummation of a Business Combination and (ii) if the Company fails to consummate a Business Combination within the Combination Period. However, if the Company’s initial shareholders should acquire Public Shares in or after the Initial Public Offering, they will be entitled to redemption rights with respect to such Public Shares if the Company fails to consummate a Business Combination within the Combination Period. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets initially $10.40) will be less than the Initial Public Offering price per Unit. Jian Tu, the President and Chairman of the Board of the Company has agreed that he will indemnify the Company to the extent necessary to ensure that the proceeds in the Trust Account are not reduced by the claims of target businesses or claims of vendors or other entities that are owed money by the Company for services rendered or contracted for or products sold to the Company, but only if such a vendor or prospective target business does not execute such a waiver. However, Mr. Tu may not be able to meet such obligation as the Company has not required Mr. Tu to retain any assets to provide for his indemnification obligations, nor has the Company taken any further steps to ensure that Mr. Tu will be able to satisfy any indemnification obligations that arise. Moreover, Mr. Tu will not be personally liable to the Company’s public shareholders if Mr. Tu should fail to satisfy his obligations under this agreement and instead will only be liable to the Company. The Company will seek to reduce the possibility that Mr. Tu will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (other than the Company’s independent auditors), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Therefore, the distribution from the Trust Account to each holder of ordinary shares may be less than approximately $10.40 per share. |
Liquidity
Liquidity | 12 Months Ended |
Jun. 30, 2016 | |
Liquidity [Abstract] | |
LIQUIDITY | NOTE 2. LIQUIDITY As of June 30, 2016, the Company had $461,889 in its operating bank account, $59,877,198 in cash and marketable securities held in the Trust Account to be used for a Business Combination or to repurchase or redeem its ordinary shares in connection therewith, and working capital of $278,443. As of June 30, 2016, $91,488 of the amount on deposit in the Trust Account represented interest income, which is available to pay the Company’s tax obligations or fund its working capital requirements. Since inception, the Company has not withdrawn any interest income from the Trust Account. Until the consummation of a Business Combination, the Company will be using the funds not held in the Trust Account for identifying and evaluating prospective acquisition candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to acquire, and structuring, negotiating and consummating the Business Combination. The Company does not believe it will need to raise additional funds in order to meet the expenditures required for operating its business. However, in order to fund working capital deficiencies or finance transaction costs in connection with a Business Combination, the Company’s sponsor or an affiliate of the sponsor, officers or directors may, but are not obligated to, loan the Company funds, from time to time or at any time, in whatever amount they deem reasonable in their sole discretion. If the Company completes a Business Combination, it would repay such loaned amounts out of the proceeds of the Trust Account released to the Company. In the event that a Business Combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay such loaned amounts but no proceeds from the Trust Account would be used to repay such loaned amounts. Up to $500,000 of such loans may be converted into additional Private Units at a price of $10.00 per Unit. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Jun. 30, 2016 | |
Summary of Significant Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 3. SUMMARY OF 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 SEC. Emerging growth company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, (the “Securities Act”), as modified by the Jumpstart our Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when 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. Use of estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Cash and cash equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of June 30, 2016. Cash and marketable securities 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 June 30, 2016, cash and marketable securities held in the Trust Account consisted of $59,877,198 in United States Treasury Bills with a maturity date of 180 days or less which are classified as trading securities. Ordinary shares subject to possible redemption The Company accounts for its ordinary shares subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Ordinary shares subject to mandatory redemption (if any) are classified as a liability instrument and are measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. The Company’s ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at June 30, 2016, ordinary shares subject to possible redemption are presented as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheet. Offering costs Offering costs consist principally of legal, accounting and underwriting costs incurred through the balance sheet date that were directly related to the Initial Public Offering. Offering costs amounting to $2,295,923 were charged to shareholders’ equity upon completion of the Initial Public Offering. Income taxes The Company complies with the accounting and reporting requirements of ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company’s management determined that the British Virgin Islands is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits as of June 30, 2016. 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 may be subject to potential examination by U.S. federal, U.S. states or foreign taxing authorities in the area of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with U.S. federal, U.S. state and foreign tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. Net loss per share The Company complies with accounting and disclosure requirements of ASC Topic 260, “Earnings Per Share.” Net loss per share is computed by dividing net loss by the weighted average number of ordinary shares outstanding during the period. Weighted average shares were reduced for the effect of an aggregate of 187,500 ordinary shares that were subject to forfeiture if the over-allotment option was not exercised by the underwriters (see Note 6). As a result of the underwriters’ election to exercise their over-allotment option on October 23, 2015, 187,500 ordinary shares were no longer subject to forfeiture and are therefore included in the . Concentration of credit risk Financial instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution which, at times may exceed the Federal depository insurance coverage of $250,000. At June 30, 2016, the Company had not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. Fair value of financial instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature. Recently issued accounting standards Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements. |
Initial Public Offering
Initial Public Offering | 12 Months Ended |
Jun. 30, 2016 | |
Initial Public Offering [Abstract] | |
INITIAL PUBLIC OFFERING | NOTE 4. INITIAL PUBLIC OFFERING Pursuant to the Initial Public Offering, the Company sold 5,750,000 Units at a purchase price of $10.00 per Unit, inclusive of 750,000 Over-allotment Units sold to the underwriters on October 23, 2015 upon the underwriters election to fully exercise their over-allotment option. Each Unit consists of one ordinary share, no par value, one right (“Public Right”) and one redeemable warrant (“Public Warrant”). Each right will convert into one-tenth (1/10) of one ordinary share upon consummation of a Business Combination (see Note 8). Each warrant will entitle the holder to purchase one half of one ordinary share at an exercise price of $12.00 per whole share (see Note 8). |
Private Placement
Private Placement | 12 Months Ended |
Jun. 30, 2016 | |
Private Placement [Abstract] | |
PRIVATE PLACEMENT | NOTE 5. PRIVATE PLACEMENT Simultaneously with the Initial Public Offering, the Company’s sponsor and EBC purchased an aggregate of 531,875 Private Units at $10.00 per Unit, of which 497,671 Private Units were purchased by the Company’s sponsor and 34,204 Private Units were purchased by EBC, generating gross proceeds of $5,318,750 in the aggregate. The proceeds from the Private Units were added to the net proceeds from the Initial Public Offering held in the Trust Account. The Private Units are identical to the Units sold in the Initial Public Offering, except for the private warrants (“Private Warrants”), as described in Note 8. Additionally, the holders have agreed not to transfer, assign or sell any of the Private Units or underlying securities (except to certain permitted transferees and provided the transferees agree to the same terms and restrictions as the permitted transferees of the founder shares must agree to) until after the completion of a Business Combination. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Jun. 30, 2016 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 6. RELATED PARTY TRANSACTIONS Founder Shares In July 2015, the Company issued 1,437,500 ordinary shares to its initial shareholders (the “founder shares”) for an aggregate purchase price of $25,000. The founder shares are identical to the Public Shares sold in the Initial Public Offering, except that (1) the founder shares are subject to certain transfer restrictions, as described in more detail below, and (2) the initial shareholders have agreed (i) to waive their redemption rights with respect to their founder shares and Public Shares in connection with the consummation of Business Combination and (ii) to waive their liquidation rights with respect to their founder shares if the Company fails to complete a Business Combination within the Combination Period. The 1,437,500 founder shares included an aggregate of up to 187,500 shares subject to forfeiture by the sponsor to the extent that the underwriters’ over-allotment was not exercised in full or in part, so that the initial shareholders would collectively own 20% of the Company’s issued and outstanding shares after the Initial Public Offering (excluding the sale of the Private Units). As a result of the underwriters’ election to fully exercise their over-allotment option, 187,500 founder shares are no longer subject to forfeiture. Additionally, the initial shareholders have agreed not to transfer, assign or sell any of the founder shares (except to certain permitted transferees) until, with respect to 50% of the founder shares, the earlier of (i) one year after the date of the consummation of a Business Combination, or (ii) the date on which the closing price of the Company’s ordinary shares equals or exceeds $12.50 per share for any 20 trading days within any 30-trading day period commencing after a Business Combination, with respect to the remaining 50% of the founder shares, upon one year after the date of the consummation of a Business Combination, or earlier, in each case, if, subsequent to a Business Combination, the Company consummates a subsequent liquidation, merger, stock exchange or other similar transaction which results in all of the Company’s shareholders having the right to exchange their ordinary shares for cash, securities or other property. Promissory Note - Related Party The Company’s sponsor loaned the Company $300,000. The loan was non-interest bearing, unsecured and due on the earlier of December 31, 2015 or the closing of the Initial Public Offering. The loan was repaid upon the consummation of the Initial Public Offering on October 20, 2015. Related Party Advances The Company’s sponsor advanced the Company an aggregate of $90,917 to be used for the payment of costs related to the Initial Public Offering. The advances were non-interest bearing, unsecured and due on demand. The advances were repaid upon the consummation of the Initial Public Offering on October 20, 2015. As of June 30, 2016, certain members of the Company’s management incurred an aggregate of approximately $90,000 of target identification expenses. These expenses have been paid by management on behalf of the Company and are therefore recorded as advances from related parties in the accompanying balance sheet as of June 30, 2016. The advances are non-interest bearing, unsecured and due on demand. Administrative Services Arrangement The Company entered into an agreement with its Chairman whereby, commencing on October 20, 2015 through the earlier of the Company’s consummation of a Business Combination and its liquidation, an affiliate of the Chairman will make available to the Company certain services, including office space, utilities and administrative services, as the Company may require from time to time. The Company has agreed to pay the affiliate of the Chairman $10,000 per month for these services. For the year ended June 30, 2016, the Company incurred $80,000 in fees for these services, of which $50,000 are included in accounts payable and accrued expenses in the accompanying balance sheet at June 30, 2016. Related Party Loans In order to finance transaction costs in connection with a Business Combination, the Company’s sponsor or an affiliate of the sponsor, officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans, other than the interest on such proceeds that may be released for working capital purposes. Such Working Capital Loans would be evidenced by promissory notes. The notes would either be repaid upon consummation of a Business Combination, without interest, or, at the lender’s discretion, up to $500,000 of notes may be converted upon consummation of a Business Combination into additional Private Units at a price of $10.00 per Unit. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Jun. 30, 2016 | |
Commitments and Contingencies [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 7. COMMITMENTS AND CONTINGENCIES Director Compensation The Company will pay each of its independent directors an annual retainer of $30,000 (to be prorated for a partial term), payable in arrears commencing on the first anniversary of the Initial Public Offering and ending on the earlier of a Business Combination and the Company’s liquidation. As of June 30, 2016, the Company had accrued $80,000 of directors’ fees payable, which is included in accounts payable and accrued expenses in the accompanying condensed balance sheet. Registration Rights Pursuant to a registration rights agreement entered into on October 14, 2015, the holders of the majority of the founder shares and Private Units (and underlying securities) are entitled to registration rights. They are entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the consummation of a Business Combination. 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. Merger and Acquisition Agreement On October 14, 2015, the Company entered into a Merger and Acquisition Agreement with EBC wherein EBC will act as an advisor in connection with a Business Combination to assist the Company in holding meetings with its shareholders to discuss the potential Business Combination and the target business’ attributes, introduce the Company to potential investors that are interested in purchasing the Company’s securities, assist the Company in obtaining shareholder approval for the Business Combination and assist the Company with its press releases and public filings in connection with the Business Combination. The Company will pay EBC a cash fee for such services upon the consummation of a Business Combination in an amount equal to $1,750,000 (exclusive of any applicable finders’ fees which might become payable). Such amount may be paid out of the funds held in the Trust Account. Unit Purchase Option On October 20, 2015, the Company sold to EBC, for $100, an option to purchase up to a total of 400,000 Units exercisable at $10.00 per Unit (or an aggregate exercise price of $4,000,000) commencing on the later of the first anniversary of the effective date of the registration statement related to the Initial Public Offering and the consummation of a Business Combination. The unit purchase option may be exercised for cash or on a cashless basis, at the holder’s option, and expires five years from the effective date of the registration statement related to the Initial Public Offering. The Units issuable upon exercise of this option are identical to those offered in the Initial Public Offering. The Company accounted for the unit purchase option, inclusive of the receipt of $100 cash payment, as an expense of the Initial Public Offering resulting in a charge directly to shareholders’ equity. The Company estimated that the fair value of this unit purchase option was approximately $1,315,901 (or $3.29 per Unit) using the Black-Scholes option-pricing model. The fair value of the unit purchase option to be granted to the underwriters was estimated as of the date of grant using the following assumptions: (1) expected volatility of 35%, (2) risk-free interest rate of 1.40% and (3) expected life of five years. The option and such units purchased pursuant to the option, as well as the ordinary shares underlying such units, the rights included in such units, the ordinary shares that are issuable for the rights included in such units, the warrants included in such units, and the shares underlying such warrants, have been deemed compensation by FINRA and are therefore subject to a 180-day lock-up pursuant to Rule 5110(g)(1) of FINRA’s NASDAQ Conduct Rules. Additionally, the option may not be sold, transferred, assigned, pledged or hypothecated for a one-year period (including the foregoing 180-day period) following the date of Initial Public Offering except to any underwriter and selected dealer participating in the Initial Public Offering and their bona fide officers or partners. The option grants to holders demand and “piggy back” rights for periods of five and seven years, respectively, from the effective date of the registration statement with respect to the registration under the Securities Act of the securities directly and indirectly issuable upon exercise of the option. The Company will bear all fees and expenses attendant to registering the securities, other than underwriting commissions which will be paid for by the holders themselves. The exercise price and number of units issuable upon exercise of the option may be adjusted in certain circumstances including in the event of a stock dividend, or the Company’s recapitalization, reorganization, merger or consolidation. However, the option will not be adjusted for issuances of ordinary shares at a price below its exercise price. |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Jun. 30, 2016 | |
Stockholders' Equity [Abstract] | |
STOCKHOLDERS' EQUITY | NOTE 8. STOCKHOLDERS’ EQUITY Preferred Shares Ordinary Shares Rights If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of rights will not receive any of such funds with respect to their rights, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such rights, and the rights will expire worthless. Further, there are no contractual penalties for failure to deliver securities to the holders of the rights upon consummation of a Business Combination. Additionally, in no event will the Company be required to net cash settle the rights. Accordingly, the rights may expire worthless. Warrants The Company may call the warrants for redemption (excluding the Private Warrants but including any outstanding warrants issued upon exercise of the unit purchase option issued to EBC and/or its designees), in whole and not in part, at a price of $.01 per warrant: ● at any time while the Public Warrants are exercisable, ● upon not less than 30 days’ prior written notice of redemption to each Public Warrant holder, ● if, and only if, the reported last sale price of the ordinary shares equals or exceeds $18.00 per share, for any 20 trading days within a 30 trading day period ending on the third business day prior to the notice of redemption to Public Warrant holders, and ● if, and only if, there is a current registration statement in effect with respect to the ordinary shares underlying such warrants at the time of redemption and for the entire 30-day trading period referred to above and continuing each day thereafter until the date of redemption. If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The Private Warrants will be identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except the Private Warrants will be exercisable for cash (even if a registration statement covering the ordinary shares issuable upon exercise of such Private Warrants is not effective) or on a cashless basis, at the holder’s option, and will not redeemable by the Company, in each case so long as they are still held by the initial shareholders or their affiliates. Additionally, EBC has agreed that it and its designees will not be permitted to exercise any Private Warrants underlying the Private Units after the five year anniversary of the effective date of the Initial Public Offering. The exercise price and number of ordinary shares issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation. However, the warrants will not be adjusted for issuances of ordinary shares at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with respect to such warrants. Accordingly, the warrants may expire worthless. |
Income Tax
Income Tax | 12 Months Ended |
Jun. 30, 2016 | |
Income Tax [Abstract] | |
INCOME TAX | NOTE 9. INCOME TAX The domestic and foreign components of loss before income taxes for the year ended June 30, 2016 is as follows: The Company’s net operating losses are as follows: Year Ended June 30, 2016 Domestic $ - Foreign (392,286 ) Loss from operations before income taxes $ (392,286 ) The Company’s tax provision is zero because the Company is organized in the British Virgin Islands with no connection to any other taxable jurisdiction. The Company is considered to be an exempted British Virgin Islands Company, and is presently not subject to income taxes or income tax filing requirements in the British Virgin Islands or the United States. A reconciliation of the statutory United States federal income tax rate to the Company’s effective tax is as follows: Year Ended June 30, 2016 Statutory federal income tax rate 34.0 % Income and expenses not subject to US taxation (34.0 )% Income tax provision (benefit) 0.0 % |
Fair Value Measurements
Fair Value Measurements | 12 Months Ended |
Jun. 30, 2016 | |
Fair Value Measurements [Abstract] | |
FAIR VALUE MEASUREMENTS | NOTE 10. FAIR VALUE MEASUREMENTS The Company follows the guidance in ASC 820 for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually. The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability. The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at June 30, 2016, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description Level June 30, Assets: Cash and marketable securities held in Trust Account 1 $ 59,877,198 |
Subsequent Events
Subsequent Events | 12 Months Ended |
Jun. 30, 2016 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 11. SUBSEQUENT EVENTS The Company evaluates subsequent events and transactions that occur after the balance sheet date up to the date that the financial statements were issued. The Company did not identify subsequent events that would have required adjustment or disclosure in the financial statements. |
Summary of Significant Accoun19
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Jun. 30, 2016 | |
Summary of 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 SEC. |
Emerging growth company | Emerging growth company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, (the “Securities Act”), as modified by the Jumpstart our Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when 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. |
Use of estimates | Use of estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. |
Cash and cash equivalents | Cash and cash equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of June 30, 2016. |
Cash and marketable securities held in Trust Account | Cash and marketable securities 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 June 30, 2016, cash and marketable securities held in the Trust Account consisted of $59,877,198 in United States Treasury Bills with a maturity date of 180 days or less which are classified as trading securities. |
Ordinary shares subject to possible redemption | Ordinary shares subject to possible redemption The Company accounts for its ordinary shares subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Ordinary shares subject to mandatory redemption (if any) are classified as a liability instrument and are measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. The Company’s ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at June 30, 2016, ordinary shares subject to possible redemption are presented as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheet. |
Offering costs | Offering costs Offering costs consist principally of legal, accounting and underwriting costs incurred through the balance sheet date that were directly related to the Initial Public Offering. Offering costs amounting to $2,295,923 were charged to shareholders’ equity upon completion of the Initial Public Offering. |
Income taxes | Income taxes The Company complies with the accounting and reporting requirements of ASC Topic 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company’s management determined that the British Virgin Islands is the Company’s only major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits as of June 30, 2016. 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 may be subject to potential examination by U.S. federal, U.S. states or foreign taxing authorities in the area of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with U.S. federal, U.S. state and foreign tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. |
Net loss per share | Net loss per share The Company complies with accounting and disclosure requirements of ASC Topic 260, “Earnings Per Share.” Net loss per share is computed by dividing net loss by the weighted average number of ordinary shares outstanding during the period. Weighted average shares were reduced for the effect of an aggregate of 187,500 ordinary shares that were subject to forfeiture if the over-allotment option was not exercised by the underwriters (see Note 6). As a result of the underwriters’ election to exercise their over-allotment option on October 23, 2015, 187,500 ordinary shares were no longer subject to forfeiture and are therefore included in the . |
Concentration of credit risk | Concentration of credit risk Financial instruments that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution which, at times may exceed the Federal depository insurance coverage of $250,000. At June 30, 2016, the Company had not experienced losses on this account and management believes the Company is not exposed to significant risks on such account. |
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 ASC Topic 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature. |
Recently issued accounting standards | Recently issued accounting standards Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements. |
Income Tax (Tables)
Income Tax (Tables) | 12 Months Ended |
Jun. 30, 2016 | |
Income Tax [Abstract] | |
Schedule of domestic and foreign components of loss before income taxes | Year Ended June 30, 2016 Domestic $ - Foreign (392,286 ) Loss from operations before income taxes $ (392,286 ) |
Schedule of United States federal income tax rate | Year Ended June 30, 2016 Statutory federal income tax rate 34.0 % Income and expenses not subject to US taxation (34.0 )% Income tax provision (benefit) 0.0 % |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 12 Months Ended |
Jun. 30, 2016 | |
Fair Value Measurements [Abstract] | |
Schedule of fair value hierarchy | Description Level June 30, Assets: Cash and marketable securities held in Trust Account 1 $ 59,877,198 |
Description of Organization a22
Description of Organization and Business Operations (Details) - USD ($) | 1 Months Ended | 12 Months Ended | |
Oct. 23, 2015 | Oct. 20, 2015 | Jun. 30, 2016 | |
Description of Organization and Business Operations (Textual) | |||
Sale of private units | $ 5,318,750 | ||
Business combination net tangible assets description | At least $5,000,001 | ||
Redemption of the outstanding public shares | 100.00% | ||
Description of proposed offering | (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no more than five business days thereafter, redeem 100% of the outstanding Public Shares which redemption will completely extinguish public shareholders' rights as shareholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining shareholders and the Company's board of directors | ||
Sponsor [Member] | |||
Description of Organization and Business Operations (Textual) | |||
Gross proceeds on stock transaction | $ 5,318,750 | ||
Sale of stock, price per unit | $ 10 | ||
IPO [Member] | |||
Description of Organization and Business Operations (Textual) | |||
Share per unit | $ 10 | ||
Gross proceeds on stock transaction | $ 50,000,000 | $ 4,775,000 | |
Sale of initial public offering | 427,173 | ||
Amount placed in trust account | $ 52,000,000 | ||
Sale of stock, price per unit | $ 10.40 | ||
Payments for underwriting expense | 1,868,750 | ||
Transaction costs | 2,295,923 | ||
Working capital deficit | $ 722,827 | ||
Sale of initial public offering shares | 5,000,000 | ||
Over-Allotment Option [Member] | |||
Description of Organization and Business Operations (Textual) | |||
Share per unit | $ 10 | ||
Gross proceeds on stock transaction | $ 7,500,000 | ||
Amount placed in trust account | $ 59,800,000 | ||
Sale of stock, price per unit | $ 10.40 | ||
Additional of net proceeds amount | $ 7,800,000 | ||
Sale of initial public offering shares | 750,000 | ||
Over-Allotment Option [Member] | Sponsor [Member] | |||
Description of Organization and Business Operations (Textual) | |||
Sale of stock, price per unit | $ 10 | ||
Over-Allotment Option [Member] | EBC [Member] | |||
Description of Organization and Business Operations (Textual) | |||
Sale of stock, price per unit | $ 10 | ||
Private Placement [Member] | |||
Description of Organization and Business Operations (Textual) | |||
Proposed of initial public offering shares | 54,375 | 477,500 | |
Share per unit | $ 10 | $ 10 | |
Gross proceeds on stock transaction | $ 543,750 | ||
Sale of stock, price per unit | $ 10.40 | ||
Private Placement [Member] | Sponsor [Member] | |||
Description of Organization and Business Operations (Textual) | |||
Sale of stock, price per unit | $ 10 | ||
Private Placement [Member] | EBC [Member] | |||
Description of Organization and Business Operations (Textual) | |||
Sale of stock, price per unit | $ 10 |
Liquidity (Details)
Liquidity (Details) | 12 Months Ended |
Jun. 30, 2016USD ($)$ / shares | |
Liquidity (Textual) | |
Operating bank account | $ 461,889 |
Cash and marketable securities held in Trust Account | 59,877,198 |
Working capital | 278,443 |
Interest income | 91,488 |
Repayments of loans converted | $ 500,000 |
Loans conversion price | $ / shares | $ 10 |
Summary of Significant Accoun24
Summary of Significant Accounting Policies (Details) | 12 Months Ended |
Jun. 30, 2016USD ($)shares | |
Significant Accounting Policies (Textual) | |
Cash and marketable securities | $ 59,877,198 |
Aggregate number of shares subject to forfeiture | shares | 5,296,589 |
Federal depository insurance amount | $ 250,000 |
Offering costs | $ 2,295,923 |
Warrants and rights, description | The Company has not considered the effect of (1) warrants sold in the Initial Public Offering and the private placement to purchase 3,140,937 ordinary shares, (2) rights sold in the Initial Public Offering and the private placement that convert into 628,187 ordinary shares and (3) 400,000 ordinary shares, warrants to purchase 200,000 ordinary shares and rights that convert into 40,000 ordinary shares in the unit purchase option sold to the underwriter, in the calculation of diluted loss per share. |
Sponsor [Member] | |
Significant Accounting Policies (Textual) | |
Aggregate number of shares subject to forfeiture | shares | 187,500 |
Initial Public Offering (Detail
Initial Public Offering (Details) - $ / shares | 1 Months Ended | 12 Months Ended |
Oct. 23, 2015 | Jun. 30, 2016 | |
Initial Public Offering (Textual) | ||
Initial public offering shares proposed | 750,000 | |
Warrant description | The Company has not considered the effect of (1) warrants sold in the Initial Public Offering and the private placement to purchase 3,140,937 ordinary shares, (2) rights sold in the Initial Public Offering and the private placement that convert into 628,187 ordinary shares and (3) 400,000 ordinary shares, warrants to purchase 200,000 ordinary shares and rights that convert into 40,000 ordinary shares in the unit purchase option sold to the underwriter, in the calculation of diluted loss per share. | |
Over-allotment option [Member] | ||
Initial Public Offering (Textual) | ||
Sale of common shares | 750,000 | |
Sale of stock, price per unit | $ 10 | |
Initial public offering shares proposed | 750,000 | |
Warrant description | Each Unit consists of one ordinary share, no par value, one right ("Public Right") and one redeemable warrant ("Public Warrant"). Each right will convert into one-tenth (1/10) of one ordinary share upon consummation of a Business Combination (see Note 8). Each warrant will entitle the holder to purchase one half of one ordinary share at an exercise price of $12.00 per whole share. | |
Exercise price of warrant | $ 12 | |
Initials public offering [Member] | ||
Initial Public Offering (Textual) | ||
Sale of common shares | 5,750,000 |
Private Placement (Details)
Private Placement (Details) - Sponsor [Member] | 12 Months Ended |
Jun. 30, 2016USD ($)$ / shares | |
Private Placement (Textual) | |
Sale of stock, price per unit | $ / shares | $ 10 |
Gross proceeds on stock transaction | $ | $ 5,318,750 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | 1 Months Ended | 12 Months Ended | |
Jul. 31, 2015 | Jun. 30, 2016 | Dec. 31, 2015 | |
Related Party Transactions (Textual) | |||
Issuance of ordinary shares, Value | $ 25,000 | ||
Forfeiture of common stock by Sponsor | 5,296,589 | ||
Percentage of shares issued and outstanding | 20.00% | ||
Percentage of founder shares | 50.00% | ||
Debt instrument conversion price | $ 10 | ||
General and administrative expense | $ 10,000 | ||
Advance from related party | 90,000 | ||
Debt conversion, amount | 500,000 | ||
Business combination share price | $ 12.50 | ||
Services fees | 80,000 | ||
Accounts payable and accrued expenses | 180,320 | ||
Administrative Services Arrangement [Member] | |||
Related Party Transactions (Textual) | |||
Accounts payable and accrued expenses | $ 50,000 | ||
Founder Shares [Member] | |||
Related Party Transactions (Textual) | |||
Issuance of ordinary shares | 1,437,500 | ||
Issuance of ordinary shares, Value | $ 25,000 | ||
Sponsor [Member] | |||
Related Party Transactions (Textual) | |||
Forfeiture of common stock by Sponsor | 187,500 | ||
Unsecured debt current | $ 300,000 | ||
Advance from related party | $ 90,917 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) | 1 Months Ended | 12 Months Ended | |
Oct. 20, 2015 | Jun. 30, 2016 | Oct. 14, 2015 | |
Commitments and Contingencies (Textual) | |||
Additonal compensation | $ 100 | ||
EBC [Member] | |||
Commitments and Contingencies (Textual) | |||
Consummation of business combination amount | $ 1,750,000 | ||
Additonal compensation | 100 | ||
Stock option exercise price | $ 4,000,000 | ||
Stock option, shares | 400,000 | ||
Exercise price per share | $ 10 | ||
Underwriting commitments, description | The unit purchase option may be exercised for cash or on a cashless basis, at the holder's option, and expires five years from the effective date of the registration statement related to the Initial Public Offering. The Units issuable upon exercise of this option are identical to those offered in the Initial Public Offering. | ||
Fair value of option purchased | $ 1,315,901 | ||
Expected volatility | 35.00% | ||
Risk-free interest rate | 1.40% | ||
Expected life | 5 years | ||
Director [Member] | |||
Commitments and Contingencies (Textual) | |||
Direcotor's annual retainer payable | $ 30,000 | ||
Accrued fees | $ 80,000 |
Stockholders' Equity (Details)
Stockholders' Equity (Details) - $ / shares | Jun. 30, 2016 | Jun. 30, 2015 |
Stockholders' Equity [Line Items] | ||
Ordinary shares subject to possible redemption, shares | 5,296,589 | |
Ordinary Shares [Member] | ||
Stockholders' Equity [Line Items] | ||
Shares, outstanding | 2,422,786 | |
Ordinary shares subject to possible redemption, shares | 5,296,589 | |
Warrant [Member] | ||
Stockholders' Equity [Line Items] | ||
Price per warrant | $ 0.01 | |
Selling price of the ordinary shares | $ 18 |
Income Tax (Details)
Income Tax (Details) | 12 Months Ended |
Jun. 30, 2016USD ($) | |
Components of loss before income taxes | |
Domestic | |
Foreign | (392,286) |
Loss from operations before income taxes | $ (392,286) |
Income Tax (Details 1)
Income Tax (Details 1) | 12 Months Ended |
Jun. 30, 2016 | |
Reconciliation of income tax expense | |
Statutory federal income tax rate | 34.00% |
Income and expenses not subject to US taxation | (34.00%) |
Income tax provision (benefit) | 0.00% |
Fair Value Measurements (Detail
Fair Value Measurements (Details) | Jun. 30, 2016USD ($) |
Assets: | |
Cash and marketable securities held in Trust Account | $ 59,877,198 |
Level 1 [Member] | |
Assets: | |
Cash and marketable securities held in Trust Account | $ 59,877,198 |