Infrastructure and Energy Alternatives (IEA) 10-Q 12 May 17 2017 Q1 Quarterly report Financial data

Document And Entity Information

Document And Entity Information - shares	3 Months Ended
	Mar. 31, 2017	May 12, 2017
Document Information [Line Items]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Mar. 31, 2017
Document Fiscal Year Focus	2,017
Document Fiscal Period Focus	Q1
Entity Registrant Name	M III Acquisition Corp.
Entity Central Index Key	1,652,362
Current Fiscal Year End Date	--12-31
Entity Filer Category	Non-accelerated Filer
Trading Symbol	MIIIU
Entity Common Stock, Shares Outstanding		19,210,000

Condensed Balance Sheet

Condensed Balance Sheet - USD ($)	Mar. 31, 2017	Dec. 31, 2016
Assets
Cash	$ 742,431	$ 869,058
Prepaid expense	51,293	61,292
Current Assets	793,724	930,350
Cash held in Trust Account	150,222,925	150,100,471
Total Assets	151,016,649	151,030,821
Liabilities and Stockholders' Equity
Franchise tax payable	36,670	19,380
Current Liabilities	36,670	19,380
Deferred Underwriting Expense	6,000,000	6,000,000
Total Liabilities	6,036,670	6,019,380
Commitments and Contingencies
Common stock, 13,977,225 and 13,991,772 shares subject to possible redemption at March 31, 2017 and December 31, 2016, respectively	139,979,978	140,011,440
Stockholders' Equity
Preferred stock, $0.0001 par value; 1,000,000 share authorized, none issued or outstanding	0	0
Common stock, $0.0001 par value, 35,000,000 shares authorized; 5,232,775 shares issued and outstanding (excluding 13,977,225 shares subject to redemption) at March 31, 2017; 5,218,228 shares issued and outstanding (excluding 13,991,772 shares subject to redemption) at December 31, 2016	523	522
Additional Paid-in Capital	5,043,034	5,011,571
Accumulated Deficit	(43,556)	(12,092)
Total Equity	5,000,001	5,000,001
Total Liabilities & Stockholders Equity	$ 151,016,649	$ 151,030,821

Condensed Balance Sheet (Parent

Condensed Balance Sheet (Parenthetical) - $ / shares	Mar. 31, 2017	Dec. 31, 2016
Preferred Stock, Par or Stated Value Per Share	$ 0.0001	$ 0.0001
Preferred Stock, Shares Authorized	1,000,000	1,000,000
Preferred Stock, Shares Issued	0	0
Preferred Stock, Shares Outstanding	0	0
Common Stock, Par or Stated Value Per Share	$ 0.0001	$ 0.0001
Common Stock, Shares Authorized	35,000,000	35,000,000
Common Stock, Shares, Issued	5,232,775	5,218,228
Common Stock, Shares, Outstanding	5,232,775	5,218,228
Temporary Equity, Shares Outstanding	13,977,225	13,991,772

Condensed Statements of Operati

Condensed Statements of Operations - USD ($)		3 Months Ended
		Mar. 31, 2017	Mar. 31, 2016
Operating costs		$ (153,918)	$ (135)
Loss from operations		(153,918)	(135)
Interest income		122,453	0
Net Loss		$ (31,464)	$ (135)
Weighted average number of common shares outstanding - basic and diluted	[1]	5,218,228	4,312,500
Net loss per common share - basic and diluted		$ (0.01)	$ 0
[1]	Excludes 13,977,225 shares subject to redemption and 562,500 shares subject to forfeiture at March 31, 2017 and 2016, respectively.

Condensed Statements of Operat5

Condensed Statements of Operations (Parenthetical) - shares	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Number of Shares Subject to Forfeiture	562,500	562,500
Common Stock Shares Subject To Redemption	13,977,225	13,977,225

Condensed Statements of Cash Fl

Condensed Statements of Cash Flows - USD ($)	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Cash flows from operating activities:
Net loss	$ (31,464)	$ (135)
Adjustments to reconcile net loss to net cash used in operating activities:
Interest income held in Trust Account	(122,453)	0
Changes in operating assets and liabilities
Franchise tax payable	17,290	0
Prepaid expenses	9,999	0
Net cash used in operating activities	(126,629)	(135)
Cash flows from financing activities
Proceeds from Notes Payable to Related Party	0	50,000
Payment of deferred offering costs	0	(73,188)
Net cash provided by financing activities	0	(23,188)
Net decease in cash	(126,629)	(23,323)
Cash at beginning of the period	869,058	31,691
Cash at the end of the period	$ 742,431	$ 8,368

DESCRIPTION OF ORGANIZATION AND

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS	3 Months Ended
	Mar. 31, 2017
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Organization, Consolidation and Presentation of Financial Statements Disclosure [Text Block]	NOTE 1 — DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Organization and General: M III Acquisition Corp. (the ‘‘Company’’) was incorporated in Delaware on August 4, 2015. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the ‘‘Business Combination’’). While it may pursue an acquisition opportunity in any business, industry or sector and in any geographic region, the Company expects to focus on businesses based in North America that engage primarily in the financial services, healthcare services and industrials sectors. The Company is an ‘‘emerging growth company,’’ as defined in Section 2(a) of the Securities Act of 1933, as amended, or the ‘‘Securities Act,’’ as modified by the Jumpstart Our Business Startups Act of 2012 (the ‘‘JOBS Act’’). At March 31, 2017, the Company had not commenced any operations. All activity through March 31, 2017 relates to the Company’s formation, the initial public offering (‘‘Offering’’) described below and work to identify a potential target for the Business Combination. The Company will not generate any operating revenues until after completion of its Business Combination, at the earliest. The Company has generated non-operating income in the form of interest income on cash and cash equivalents from the proceeds derived from the Offering. The registration statement for the Offering was declared effective on July 6, 2016. On July 12, 2016, the Company consummated the Offering of 15,000,000 10.00 150,000,000 Simultaneously with the closing of the Offering, the Company consummated the sale of 460,000 10.00 4,600,000 Sponsor and Financing: The Company’s sponsor is M III Sponsor I LLC, a Delaware limited liability company, and M III Sponsor I LP, a Delaware limited partnership (“M III LLC” and “M III LP,” respectively; and collectively, the ‘‘Sponsor’’). The Company intends to finance its Business Combination with net proceeds from the Offering (Note 3) and the Private Placement (Note 4). The net proceeds of the Offering and the Private Placement are held in the Trust Account (as defined below). The Trust Account: Following the closing of the Offering and the Private Placement on July 12, 2016, an amount of $ 150.0 The Company’s amended and restated certificate of incorporation provides that, other than the withdrawal of interest to pay taxes and up to $ 50,000 (i) the completion of the Business Combination; (ii) the redemption of 100% of the common stock included in the Units sold in the Offering if the Company is unable to complete its Business Combination by July 12, 2018 (subject to the requirements of law); or (iii) the redemption of shares in connection with a vote seeking to amend any provisions of the Company’s amended and restated certificate of incorporation relating to stockholders’ rights or pre-Business Combination activity, with it being understood that funds held in the Trust Account may be released in connection with the first to occur of such transactions. Business Combination: The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Offering and the Private Placement, although substantially all of the net proceeds of the Offering and the Private Placement are intended to be generally applied toward consummating its Business Combination with (or acquisition of) a Target Business. A ‘‘Target Business’’ means one or more target businesses that together have a fair market value equal to at least 80 The Company, after signing a definitive agreement for its Business Combination, will either (i) seek stockholder approval of the Business Combination at a meeting called for such purpose in connection with which stockholders may seek to redeem their shares, regardless of whether they vote for or against the Business Combination, for cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of the Business Combination, including interest but less taxes payable, or (ii) provide stockholders with the opportunity to sell their shares to the Company by means of a tender offer (and thereby avoid the need for a stockholder vote) for an amount in cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account as of two business days prior to commencement of the tender offer, including interest but less taxes payable. The decision as to whether the Company will seek stockholder approval of the Business Combination or will allow stockholders to sell their shares in a tender offer will be made by the Company, solely in its discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would otherwise require the Company to seek stockholder approval. If the Company seeks stockholder approval, it will complete its Business Combination only if a majority of the outstanding shares of common stock voted are voted in favor of the Business Combination. However, in no event will the Company redeem its Public Shares in an amount that would cause its net tangible assets upon consummation of its Business Combination to be less than $ 5,000,001 If the Company holds a stockholder vote or there is a tender offer for shares in connection with the Business Combination, a public stockholder will have the right to redeem its shares for an amount in cash equal to its pro rata share of the aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of the Business Combination, including interest but less taxes payable. As a result, such shares of common stock are recorded at redemption amount and classified as temporary equity in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, ‘‘Distinguishing Liabilities from Equity.’’ The amount in the Trust Account as of March 31, 2017 is approximately $ 10.01 150,222,925 If the Company seeks stockholder approval of the Business Combination and it does not conduct redemptions in connection with the Business Combination pursuant to the tender offer rules, the Company’s amended and restated certificate of incorporation provides that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a ‘‘group’’ (as defined under Section 13 of the Exchange Act) will be restricted from redeeming its shares with respect to more than an aggregate of 20 The Company must complete its Business Combination by July 12, 2018. If the Company does not complete its Business Combination by July 12, 2018, then it shall (i) cease all operations except for the purposes of winding up; (ii) as promptly as reasonably possible, but not more than ten business days thereafter, redeem the Public Shares for a per share pro rata portion of the Trust Account, including interest, but less taxes payable (less up to $50,000 of such net interest to pay dissolution expenses) and (iii) as promptly as possible following such redemption, dissolve and liquidate the balance of the Company’s net assets to its remaining stockholders, as part of its plan of dissolution and liquidation. The initial stockholders have entered into letter agreements with the Company (and Cantor Fitzgerald has agreed as part of its unit purchase agreement), pursuant to which they have waived their rights to participate in any redemption with respect to their initial shares; however, if the initial stockholders or any of the Company’s officers, directors or affiliates acquire shares of common stock in or after the Offering, they will be entitled to a pro rata share of the Trust Account with respect to such shares only upon the Company’s redemption or liquidation in the event the Company does not complete its Business Combination within the required time period. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be less than the initial public offering price per Unit in the Offering. In order to protect the amounts held in the Trust Account, the Company’s Chairman and Chief Executive Officer has agreed that he will be liable to the Company if and to the extent any claims by a vendor for services rendered or products sold to the Company, or a prospective Target Business, reduce the amount of funds in the Trust Account. This liability will not apply with respect to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under the Company’s indemnity of the underwriters of the Offering against certain liabilities, including liabilities under the Securities Act. Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, then the Company’s Chairman and Chief Executive Officer will not be responsible to the extent of any liability for such third party claims.

SUMMARY OF SIGNIFICANT ACCOUNTI

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES	3 Months Ended
	Mar. 31, 2017
Accounting Policies [Abstract]
Significant Accounting Policies [Text Block]	NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 10 of Regulation S-X promulgated by of the Securities and Exchange Commission (the “SEC”). Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a comprehensive presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed consolidated financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. Operating results for the three months ended March 31, 2017 are not necessarily indicative of the results that may be expected for the year ending December 31, 2017 or any other period. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s annual report on Form 10-K filed on March 30, 2017. The Company is an “emerging growth company,” as defined in Section 2(a) of 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. 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 an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when an accounting standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised accounting standard at the time private companies adopt the new or revised standard. The amounts held in the Trust Account represent substantially all of the proceeds of the Offering and the Private Placement 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, except that interest earned on funds in the Trust Account may be used to pay taxes and up to $50,000 of interest to pay dissolution expenses, if any. At March 31, 2017, all of the assets in the Trust Account were invested in the J.P. Morgan 100 222,925 Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which at times, may exceed the Federal depository insurance coverage of $ 250,000 ASC 820 establishes a fair value hierarchy that prioritizes and ranks the level of observability of inputs used to measure investments at fair value. The observability of inputs is impacted by a number of factors, including the type of investment, characteristics specific to the investment, market conditions and other factors. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level I measurements) and the lowest priority to unobservable inputs (Level III measurements). Investments with readily available quoted prices or for which fair value can be measured from quoted prices in active markets will typically have a higher degree of input observability and a lesser degree of judgment applied in determining fair value. The three levels of the fair value hierarchy under ASC 820 are as follows: Level I – Quoted prices (unadjusted) in active markets for identical investments at the measurement date are used. Level II – Pricing inputs are other than quoted prices included within Level I that are observable for the investment, either directly or indirectly. Level II pricing inputs include quoted prices for similar investments in active markets, quoted prices for identical or similar investments in markets that are not active, inputs other than quoted prices that are observable for the investment, and inputs that are derived principally from or corroborated by observable market data by correlation or other means. Level III – Pricing inputs are unobservable and include situations where there is little, if any, market activity for the investment. The inputs used in determination of fair value require significant judgment and estimation. In some cases, the inputs used to measure fair value might fall within different levels of the fair value hierarchy. In such cases, the level in the fair value hierarchy within which the investment is categorized in its entirety is determined based on the lowest level input that is significant to the investment. Assessing the significance of a particular input to the valuation of an investment in its entirety requires judgment and considers factors specific to the investment. The categorization of an investment within the hierarchy is based upon the pricing transparency of the investment and does not necessarily correspond to the perceived risk of that investment. The fair value of the Company’s financial instruments, such as cash and payables, approximates the carrying amounts represented in the balance sheet due to the short-term nature of these instruments. The preparation of financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. The Company complies with the accounting and reporting requirements of FASB ASC 740, ‘‘Income Taxes,’’ which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts and are 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. FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. There were no uncertain tax benefits as of March 31, 2017. The Company is required to file income tax returns in the United States (federal) and in various state and local jurisdictions. The Company has been subject to income tax examinations by various taxing authorities since its inception. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state 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. 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 March 31, 2017. Management is currently unaware of any issues under review that could result in significant payments, accruals or material deviations from its position. All of the 15,000,000 5,000,001 The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of the securities to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable common stock are affected by charges against additional paid-in capital. Accordingly, at March 31, 2017, 13,977,225 15,000,000 10.01 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. Management has evaluated subsequent events to determine if events or transactions occurring through the date the financial statements were issued require potential adjustment to or disclosure in the financial statements and has concluded that all such events that would require recognition or disclosure have been recognized or disclosed. As of March 31, 2017, the Company had $ 742,431 Based on the foregoing, management believes that the Company will have sufficient working capital to meet the Company's needs through the earlier of consummation of its Business Combination or July 12, 2018. Over this time period, the Company will be using these funds for paying existing accounts payable, identifying and evaluating prospective merger or acquisition candidates, performing due diligence on prospective Target Businesses, paying for travel expenditures, selecting the Target Business to merge with or acquire, and structuring, negotiating and consummating the Business Combination. The Company anticipates that its uses of cash for the next twelve months from the filing date of this Form 10-Q will be approximately $ 400,000 As of March 31, 2017, the Company also had $ 150,222,925 50,000 Offering costs consist principally of legal, underwriting commissions and other costs that are directly related to the Offering. All of such underwriting costs, amounting to approximately $ 9,600,000 3,000,000 6,000,000 Net loss per share is computed by dividing net loss by the weighted-average number of shares of common stock outstanding during the period. An aggregate of 13,991,772 562,500 7,730,000

PUBLIC OFFERING

PUBLIC OFFERING	3 Months Ended
	Mar. 31, 2017
Equity [Abstract]
Public Offering Disclosure [Text Block]	NOTE 3 — PUBLIC OFFERING On July 12, 2016, the Company consummated the Offering of 15,000,000 10.00 0.0001 0.01 24.00 The Company granted the underwriters a 45-day option to purchase up to 2,250,000

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS	3 Months Ended
	Mar. 31, 2017
Related Party Transactions [Abstract]
Related Party Transactions Disclosure [Text Block]	NOTE 4 — RELATED PARTY TRANSACTIONS Founder Shares: In August 2015, M III LLC purchased an aggregate 3,593,750 25,000 0.007 the Company effectuated a 1.760-for-1 stock split in the form of a dividen 1,293,750 718,750 4,312,500 562,500 0.006 The Company’s initial stockholders have agreed not to transfer, assign or sell any of their Founder Shares until the earlier of (A) one year after the completion of the Company’s Business Combination, or (B) the date on which the Company completes a liquidation, merger, stock exchange or other similar transaction after the Business Combination that results in all of the Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property (the ‘‘Lock Up Period’’). If subsequent to the Company’s Business Combination, the last sale price of the Company’s common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Company’s Business Combination, the Founder Shares will be released from the lock-up. Private Placement Units: On July 12, 2016 the Sponsor and Cantor Fitzgerald purchased from the Company an aggregate of 460,000 5.75 10.00 340,000 120,000 If the Company does not complete its Business Combination, then the proceeds from the Private Placement Units will be part of the liquidating distribution to the public stockholders and the Private Placement Units and their component securities issued to the Sponsor and Cantor Fitzgerald will expire worthless. Related Party Loans: M-III LLC had agreed to loan the Company an aggregate of $ 250,000 2,766 In order to finance transaction costs in connection with an Business Combination, the Sponsor or an affiliate of the Sponsor or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required. If the Company completes its Business Combination, the Company would repay such loaned amounts out of the proceeds released from the Trust Account. Otherwise, such loans would be repaid only out of funds held outside the Trust Account. In the event that the 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 $ 1,000,000 0.50

COMMITMENTS AND CONTINGENCIES

COMMITMENTS AND CONTINGENCIES	3 Months Ended
	Mar. 31, 2017
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies Disclosure [Text Block]	NOTE 5 — COMMITMENTS AND CONTINGENCIES Underwriting Agreement The Company paid an underwriting discount of 2 3.0 4 Registration Rights The Company’s initial stockholders and holders of the Private Placement Units (and their constituent securities) are entitled to registration rights pursuant to a registration rights agreement signed on the date of the prospectus for the Offering. The Company’s initial stockholders and holders of the Private Placement Units (and their constituent securities) are entitled to make up to three demands, excluding short form registration demands, that the Company register such securities for sale under the Securities Act. In addition, these holders will have ‘‘piggy-back’’ registration rights to include their securities in other registration statements filed by the Company. The Company will bear the expenses incurred in connection with the filing of any such registration statements. The registration rights agreement does not provide for any cash penalties or additional penalties associated with any delays in registering the securities.

TRUST ACCOUNT AND FAIR VALUE ME

TRUST ACCOUNT AND FAIR VALUE MEASUREMENT	3 Months Ended
	Mar. 31, 2017
Trust Account And Fair Value Measurement [Abstract]
Trust Account And Fair Value Measurement Disclosure [Text Block]	NOTE 6 — TRUST ACCOUNT AND FAIR VALUE MEASUREMENT Upon the closing of the Offering and the Private Placement, a total of $ 150,000,000 At March 31, 2017, the proceeds in the Trust Account were invested in money market funds holding U.S. government treasury bills yielding interest of approximately 0.10 150,222,925 The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at March 31, 2017 and December 31, 2016, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description Level March 31, 2017 December 31, 2016 Assets: Cash and securities held in Trust Account 1 $ 150,222,925 $ 150,100,472

STOCKHOLDERS' EQUITY

STOCKHOLDERS' EQUITY	3 Months Ended
	Mar. 31, 2017
Stockholders' Equity Note [Abstract]
Stockholders' Equity Note Disclosure [Text Block]	NOTE 7 — STOCKHOLDERS’ EQUITY Common Stock The number of authorized shares of common stock of the Company is 35,000,000 19,210,000 13,977,225 Preferred Stock The Company is authorized to issue up to 1,000,000

SUMMARY OF SIGNIFICANT ACCOUN14

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)	3 Months Ended
	Mar. 31, 2017
Accounting Policies [Abstract]
Basis of Accounting, Policy [Policy Text Block]	Basis of Presentation: The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 10 of Regulation S-X promulgated by of the Securities and Exchange Commission (the “SEC”). Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a comprehensive presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed consolidated financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. Operating results for the three months ended March 31, 2017 are not necessarily indicative of the results that may be expected for the year ending December 31, 2017 or any other period. The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s annual report on Form 10-K filed on March 30, 2017.
Emerging Growth Company [Policy Text Block]	Emerging Growth Company: The Company is an “emerging growth company,” as defined in Section 2(a) of 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. 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 an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when an accounting standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised accounting standard at the time private companies adopt the new or revised standard.
Cash and Cash Equivalents, Restricted Cash and Cash Equivalents, Policy [Policy Text Block]	Cash, Cash Equivalents and Securities Held in Trust Account: The amounts held in the Trust Account represent substantially all of the proceeds of the Offering and the Private Placement 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, except that interest earned on funds in the Trust Account may be used to pay taxes and up to $50,000 of interest to pay dissolution expenses, if any. At March 31, 2017, all of the assets in the Trust Account were invested in the J.P. Morgan 100 222,925
Concentration Risk, Credit Risk, Policy [Policy Text Block]	Concentration of Credit Risk: Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which at times, may exceed the Federal depository insurance coverage of $ 250,000
Fair Value Measurement, Policy [Policy Text Block]	Fair Value Measurement: ASC 820 establishes a fair value hierarchy that prioritizes and ranks the level of observability of inputs used to measure investments at fair value. The observability of inputs is impacted by a number of factors, including the type of investment, characteristics specific to the investment, market conditions and other factors. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level I measurements) and the lowest priority to unobservable inputs (Level III measurements). Investments with readily available quoted prices or for which fair value can be measured from quoted prices in active markets will typically have a higher degree of input observability and a lesser degree of judgment applied in determining fair value. The three levels of the fair value hierarchy under ASC 820 are as follows: Level I – Quoted prices (unadjusted) in active markets for identical investments at the measurement date are used. Level II – Pricing inputs are other than quoted prices included within Level I that are observable for the investment, either directly or indirectly. Level II pricing inputs include quoted prices for similar investments in active markets, quoted prices for identical or similar investments in markets that are not active, inputs other than quoted prices that are observable for the investment, and inputs that are derived principally from or corroborated by observable market data by correlation or other means. Level III – Pricing inputs are unobservable and include situations where there is little, if any, market activity for the investment. The inputs used in determination of fair value require significant judgment and estimation. In some cases, the inputs used to measure fair value might fall within different levels of the fair value hierarchy. In such cases, the level in the fair value hierarchy within which the investment is categorized in its entirety is determined based on the lowest level input that is significant to the investment. Assessing the significance of a particular input to the valuation of an investment in its entirety requires judgment and considers factors specific to the investment. The categorization of an investment within the hierarchy is based upon the pricing transparency of the investment and does not necessarily correspond to the perceived risk of that investment.
Fair Value of Financial Instruments, Policy [Policy Text Block]	Financial Instruments: The fair value of the Company’s financial instruments, such as cash and payables, approximates the carrying amounts represented in the balance sheet due to the short-term nature of these instruments.
Use of Estimates, Policy [Policy Text Block]	Use of Estimates: The preparation of financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Income Tax, Policy [Policy Text Block]	Income Taxes: The Company complies with the accounting and reporting requirements of FASB ASC 740, ‘‘Income Taxes,’’ which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts and are 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. FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. There were no uncertain tax benefits as of March 31, 2017. The Company is required to file income tax returns in the United States (federal) and in various state and local jurisdictions. The Company has been subject to income tax examinations by various taxing authorities since its inception. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state 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. 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 March 31, 2017. Management is currently unaware of any issues under review that could result in significant payments, accruals or material deviations from its position.
Redeemable Common Stock Policy [Policy Text Block]	Redeemable Common Stock: All of the 15,000,000 5,000,001 The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of the securities to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable common stock are affected by charges against additional paid-in capital. Accordingly, at March 31, 2017, 13,977,225 15,000,000 10.01
New Accounting Pronouncements, Policy [Policy Text Block]	Recent Accounting Pronouncements: 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.
Subsequent Events, Policy [Policy Text Block]	Subsequent Events: Management has evaluated subsequent events to determine if events or transactions occurring through the date the financial statements were issued require potential adjustment to or disclosure in the financial statements and has concluded that all such events that would require recognition or disclosure have been recognized or disclosed.
Liquidity Policy [Policy Text Block]	Liquidity: As of March 31, 2017, the Company had $ 742,431 Based on the foregoing, management believes that the Company will have sufficient working capital to meet the Company's needs through the earlier of consummation of its Business Combination or July 12, 2018. Over this time period, the Company will be using these funds for paying existing accounts payable, identifying and evaluating prospective merger or acquisition candidates, performing due diligence on prospective Target Businesses, paying for travel expenditures, selecting the Target Business to merge with or acquire, and structuring, negotiating and consummating the Business Combination. The Company anticipates that its uses of cash for the next twelve months from the filing date of this Form 10-Q will be approximately $ 400,000 As of March 31, 2017, the Company also had $ 150,222,925 50,000
Stock Offering Costs Policy [Policy Text Block]	Offering Costs: Offering costs consist principally of legal, underwriting commissions and other costs that are directly related to the Offering. All of such underwriting costs, amounting to approximately $ 9,600,000 3,000,000 6,000,000
Earnings Per Share, Policy [Policy Text Block]	Net Loss per Share: Net loss per share is computed by dividing net loss by the weighted-average number of shares of common stock outstanding during the period. An aggregate of 13,991,772 562,500 7,730,000

TRUST ACCOUNT AND FAIR VALUE 15

TRUST ACCOUNT AND FAIR VALUE MEASUREMENT (Tables)	3 Months Ended
	Mar. 31, 2017
Trust Account And Fair Value Measurement [Abstract]
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis [Table Text Block]	The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at March 31, 2017 and December 31, 2016, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description Level March 31, 2017 December 31, 2016 Assets: Cash and securities held in Trust Account 1 $ 150,222,925 $ 150,100,472

DESCRIPTION OF ORGANIZATION A16

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS (Details Textual) - USD ($)	Jul. 12, 2016	Aug. 31, 2015	Mar. 31, 2017
Stock Issued During Period, Shares, New Issues		3,593,750	15,000,000
Shares Issued, Price Per Share		$ 0.007	$ 10.01
Stock Issued During Period, Value, New Issues		$ 25,000
Decommissioning Trust Assets Description			(i) the completion of the Business Combination; (ii) the redemption of 100% of the common stock included in the Units sold in the Offering if the Company is unable to complete its Business Combination by July 12, 2018 (subject to the requirements of law); or (iii) the redemption of shares in connection with a vote seeking to amend any provisions of the Companys amended and restated certificate of incorporation relating to stockholders rights or pre-Business Combination activity, with it being understood that funds held in the Trust Account may be released in connection with the first to occur of such transactions.
Assets Held-in-trust	$ 150,000,000		$ 150,222,925
Interest Expense, Trust Preferred Securities	$ 50,000		50,000
Business Combination, Step Acquisition, Equity Interest in Acquiree, Including Subsequent Acquisition, Percentage	80.00%
Business Combination, Contingent Consideration, Asset			$ 5,000,001
Excess Shares, Restrictions on Redemption, Percentage			20.00%
IPO [Member]
Stock Issued During Period, Shares, New Issues	15,000,000
Shares Issued, Price Per Share	$ 10
Stock Issued During Period, Value, New Issues	$ 150,000,000
Private Placement [Member]
Stock Issued During Period, Shares, New Issues	460,000
Shares Issued, Price Per Share	$ 10
Stock Issued During Period, Value, New Issues	$ 4,600,000

SUMMARY OF SIGNIFICANT ACCOUN17

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Textual) - USD ($)	Jul. 12, 2016	Jul. 06, 2016	Aug. 31, 2016	Aug. 31, 2015	Mar. 31, 2017	Mar. 31, 2016	Dec. 31, 2016	Dec. 31, 2015
Cash, FDIC Insured Amount					$ 250,000
Common Stock Shares Subject To Redemption					13,977,225	13,977,225
Anticipated Cash Requirement For Next Twelve Months					$ 400,000
Stock Offering Costs					9,600,000
Deferred Underwriting Expense					$ 6,000,000
Stock Issued During Period, Shares, New Issues				3,593,750	15,000,000
Stockholders' Equity Attributable to Parent					$ 5,000,001		$ 5,000,001
Temporary Equity, Shares Issued					15,000,000
Temporary Equity, Redemption Price Per Share					$ 10.01
Cash and Cash Equivalents, at Carrying Value					$ 742,431	$ 8,368	$ 869,058	$ 31,691
Class of Warrant or Right, Number of Securities Called by Warrants or Rights					7,730,000
Payments for Underwriting Expense					$ 3,000,000
Interest Income Held In Trust Account					$ 122,453	$ 0
Equity Method Investment, Ownership Percentage					100.00%
Number of Shares Subject to Forfeiture					562,500	562,500
Interest Expense, Trust Preferred Securities	$ 50,000				$ 50,000
Assets Held-in-trust	$ 150,000,000				$ 150,222,925
Over-Allotment Option [Member]
Number of Shares Subject to Forfeiture		562,500	562,500
Common Stock Subject To Possible Redemption [Member]
Common Stock Shares Subject To Redemption					13,991,772
Redeemable Common Stock [Member]
Stock Issued During Period, Shares, New Issues					15,000,000

PUBLIC OFFERING (Details Textua

PUBLIC OFFERING (Details Textual) - $ / shares	Jul. 12, 2016	Aug. 31, 2015	Mar. 31, 2017	Dec. 31, 2016
Stock Issued During Period, Shares, New Issues		3,593,750	15,000,000
Shares Issued, Price Per Share		$ 0.007	$ 10.01
Common Stock, Par or Stated Value Per Share			$ 0.0001	$ 0.0001
Class of Warrant or Right, Title of Security Warrants or Rights Outstanding			Each Warrant entitles the holder to purchase one-half of one share of common stock at a price of $5.75.
IPO [Member]
Warrants Expiration Term			5 years
Warrants Price Per Share	$ 0.01
Options Granted To Purchase Of Common Stock	2,250,000
Stock Issued During Period, Shares, New Issues	15,000,000
Shares Issued, Price Per Share	$ 10
Common Stock, Par or Stated Value Per Share	0.0001
Share Price	$ 24

RELATED PARTY TRANSACTIONS (Det

RELATED PARTY TRANSACTIONS (Details Textual) - USD ($)	Jul. 12, 2016	Jul. 06, 2016	Nov. 05, 2015	Aug. 31, 2016	Dec. 31, 2015	Aug. 31, 2015	Mar. 31, 2017	Mar. 31, 2016
Number of Shares Subject to Forfeiture							562,500	562,500
Stock Issued During Period Shares Period Lock-up Period Terms		(A) one year after the completion of the Companys Business Combination, or (B) the date on which the Company completes a liquidation, merger, stock exchange or other similar transaction after the Business Combination that results in all of the Companys stockholders having the right to exchange their shares of common stock for cash, securities or other property (the Lock Up Period).
Stock Issued During Period, Shares, New Issues						3,593,750	15,000,000
Stock Issued During Period, Value, New Issues						$ 25,000
Shares Issued, Price Per Share						$ 0.007	$ 10.01
Stock Repurchased During Period, Shares		718,750
Stock Issued During Period, Shares, Stock Splits		4,312,500
Accelerated Share Repurchases, Initial Price Paid Per Share		$ 0.006
Common Stock, Conversion Basis		If subsequent to the Companys Business Combination, the last sale price of the Companys common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Companys Business Combination, the Founder Shares will be released from the lock-up.
Class of Warrant or Right, Exercise Price of Warrants or Rights	$ 0.50
Debt Conversion, Original Debt, Amount	$ 1,000,000
Stockholders' Equity Note, Stock Split			the Company effectuated a 1.760-for-1 stock split in the form of a dividen
Proceeds from Related Party Debt							$ 0	$ 50,000
Common Stock [Member]
Stock Repurchased During Period, Shares					1,293,750
M III LLC [Member]
Notes Payable	250,000
Proceeds from Related Party Debt	$ 2,766
Private Placement [Member]
Stock Issued During Period, Shares, New Issues	460,000
Stock Issued During Period, Value, New Issues	$ 4,600,000
Shares Issued, Price Per Share	$ 10
Private Placement [Member] | Sponsor And Cantor Fitzerland [Member]
Stock Issued During Period, Shares, New Issues	460,000
Shares Issued, Price Per Share	$ 10
Class of Warrant or Right, Exercise Price of Warrants or Rights	$ 5.75
Private Placement [Member] | Sponsor [Member]
Stock Issued During Period, Shares, New Issues	340,000
Private Placement [Member] | Cantor Fitzerland [Member]
Stock Issued During Period, Shares, New Issues	120,000
Over-Allotment Option [Member]
Number of Shares Subject to Forfeiture		562,500		562,500

COMMITMENTS AND CONTINGENCIES (

COMMITMENTS AND CONTINGENCIES (Details Textual) $ in Millions	3 Months Ended
	Mar. 31, 2017USD ($)
Percentage Of Underwriting Discount On Per Unit Offer Price	2.00%
Underwriting Commission Expense	$ 3
Percentage Of Deferred Underwriting Discount On Gross Offering Proceeds	4.00%

TRUST ACCOUNT AND FAIR VALUE 21

TRUST ACCOUNT AND FAIR VALUE MEASUREMENT (Details) - USD ($)	Mar. 31, 2017	Dec. 31, 2016
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 1 [Member]
Assets:
Cash and securities held in Trust Account	$ 150,222,925	$ 150,100,472

TRUST ACCOUNT AND FAIR VALUE 22

TRUST ACCOUNT AND FAIR VALUE MEASUREMENT (Details Textual) - USD ($)	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Trust Account And Fair Value Measurement [Line Items]
Payments For Principal Deposited In Trust Account	$ 150,000,000
U S Treasury Bills Yielding Interest Rate	0.10%
Investment Income, Interest	$ 122,453	$ 0

STOCKHOLDERS' EQUITY (Details T

STOCKHOLDERS' EQUITY (Details Textual) - shares	Mar. 31, 2017	Dec. 31, 2016	Mar. 31, 2016
Common Stock, Shares Authorized	35,000,000	35,000,000
Preferred Stock, Shares Authorized	1,000,000	1,000,000
Common Stock Shares Issued, Including Shares Subject To Redemption	19,210,000
Common Stock Shares Subject To Redemption	13,977,225		13,977,225