Document And Entity Information
Document And Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2017 | Mar. 02, 2018 | Jun. 30, 2017 | |
Document Information [Line Items] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2017 | ||
Document Fiscal Year Focus | 2,017 | ||
Document Fiscal Period Focus | FY | ||
Entity Registrant Name | M III Acquisition Corp. | ||
Entity Central Index Key | 1,652,362 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Accelerated Filer | ||
Entity Public Float | $ 147,000,000 | ||
Trading Symbol | MIIIU | ||
Entity Common Stock, Shares Outstanding | 19,210,000 |
Balance Sheets
Balance Sheets - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 |
Assets | ||
Cash | $ 370,414 | $ 869,058 |
Prepaid expense | 21,296 | 61,292 |
Current Assets | 391,710 | 930,350 |
Cash and cash equivalents held in Trust Account | 151,057,980 | 150,100,471 |
Total Assets | 151,449,690 | 151,030,821 |
Liabilities and Stockholders' Equity | ||
Franchise tax payable | 86,450 | 19,380 |
Income tax payable | 148,580 | 0 |
Current Liabilities | 235,030 | 19,380 |
Deferred underwriting fee | 6,000,000 | 6,000,000 |
Total Liabilities | 6,235,030 | 6,019,380 |
Commitments | ||
Common stock, 13,923,262 shares subject to possible redemption at December 31, 2017 and 13,991,772 shares subject to possible redemption at December 31, 2016 | 140,214,659 | 140,011,440 |
Stockholders' Equity | ||
Preferred stock, $0.0001 par value; 1,000,000 shares authorized, none issued or outstanding | 0 | 0 |
Common stock, $0.0001 par value, 35,000,000 shares authorized; 5,286,738 shares issued and outstanding (excluding 13,923,262 shares subject to redemption) at December 31, 2017; 5,218,228 shares issued and outstanding (excluding 13,991,772 shares subject to redemption) at December 31, 2016 | 528 | 522 |
Additional paid in capital | 4,808,346 | 5,011,571 |
Retained earnings (accumulated deficit) | 191,127 | (12,092) |
Total Stockholders' Equity | 5,000,001 | 5,000,001 |
Total Liabilities and Stockholders' Equity | $ 151,449,690 | $ 151,030,821 |
Balance Sheets (Parenthetical)
Balance Sheets (Parenthetical) - $ / shares | Dec. 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 | 5,286,738 | 5,218,228 |
Common Stock, Shares, Outstanding | 5,286,738 | 5,218,228 |
Common Stock Subject to Possible Redemption | 13,923,262 | 13,991,772 |
Statements of Operations
Statements of Operations - USD ($) | 5 Months Ended | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2017 | Dec. 31, 2016 | ||
Formation and operating costs | $ (809) | $ (605,711) | $ (111,754) | |
Loss from operations | 0 | (605,711) | (111,754) | |
Interest Income | 0 | 957,510 | 100,471 | |
Income (loss) before income taxes | 0 | 351,799 | (11,283) | |
Income Tax Provision | 0 | (148,580) | ||
Income (loss) | $ (809) | $ 203,219 | $ (11,283) | |
Weighted average number of common shares outstanding - basic and diluted | [1] | 4,312,500 | 5,231,815 | 4,683,028 |
Net loss per common share - basic and diluted | [2] | $ 0 | $ (0.09) | $ (0.02) |
[1] | Excludes 13,923,262 and 13,991,772 shares subject to redemption at December 31, 2017 and December 31, 2016, respectively, and 562,500 shares of common stock that were forfeited in August 2016 upon the expiration of the underwriters’ over-allotment option without exercise. | |||
[2] | Net Income / (loss) per common share basic and diluted excludes interest income attributable to the shares of common stock subject to redemption for the years ended December 31, 2017 and 2016 of $695,339 and $73,179, respectively. |
Statements of Operations (Paren
Statements of Operations (Parenthetical) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Dilutive Securities, Effect on Basic Earnings Per Share | $ 693,996 | $ 73,179 |
Shares Subject To Redemption [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 13,923,262 | 13,991,772 |
Subject to Forfeiture [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 562,500 |
Statements of Change in Stockho
Statements of Change in Stockholders' Equity - USD ($) | Total | Common Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] |
Balance at Aug. 03, 2015 | $ 0 | $ 0 | $ 0 | $ 0 |
Balance (in shares) at Aug. 03, 2015 | 0 | |||
Issuance of common stock to Initial Stockholder | 25,000 | $ 633 | 24,367 | 0 |
Issuance of common stock to Initial Stockholder (in shares) | 6,325,000 | |||
Cancellation of Shares | 0 | $ (130) | 130 | 0 |
Cancellation of Shares (in shares) | (1,293,750) | |||
Net income (loss) | (809) | $ 0 | 0 | (809) |
Balance at Dec. 31, 2015 | 24,191 | $ 503 | 24,497 | (809) |
Balance (in shares) at Dec. 31, 2015 | 5,031,250 | |||
Cancellation of Shares | 0 | $ (72) | 72 | 0 |
Cancellation of Shares (in shares) | (718,750) | |||
Sale of Units | 150,000,000 | $ 1,500 | 149,998,500 | 0 |
Sale of Units (in shares) | 15,000,000 | |||
Underwriting discount | (9,000,000) | $ 0 | (9,000,000) | 0 |
Offering costs | (601,467) | 0 | (601,467) | 0 |
Sale of Private Placement Units | 4,600,000 | $ 46 | 4,599,954 | 0 |
Sale of Private Placement Units (in shares) | 460,000 | |||
Forfeiture of Shares | 0 | $ (56) | 56 | 0 |
Forfeiture of Shares (in shares) | (562,500) | |||
Change in shares subject to possible conversion | (140,011,440) | $ (1,399) | (140,010,041) | 0 |
Change in shares subject to possible conversion (in shares) | (13,991,772) | |||
Net income (loss) | (11,283) | $ 0 | 0 | (11,283) |
Balance at Dec. 31, 2016 | 5,000,001 | $ 522 | 5,011,571 | (12,092) |
Balance (in shares) at Dec. 31, 2016 | 5,218,228 | |||
Change in shares subject to possible conversion | (203,219) | $ 6 | (203,225) | |
Change in shares subject to possible conversion (in shares) | 68,510 | |||
Net income (loss) | 203,219 | 203,219 | ||
Balance at Dec. 31, 2017 | $ 5,000,001 | $ 528 | $ 4,808,346 | $ 191,127 |
Balance (in shares) at Dec. 31, 2017 | 5,286,738 |
Statements of Cash Flows
Statements of Cash Flows - USD ($) | 5 Months Ended | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2017 | Dec. 31, 2016 | |
Cash flows from operating activities: | |||
Net income (loss) | $ (809) | $ 203,219 | $ (11,283) |
Adjustments to reconcile net income (loss) to net cash used in operating activities: | |||
Interest income held in Trust Account | 0 | (957,509) | (100,471) |
Changes in operating assets and liabilities: | |||
Prepaid expenses | 0 | 39,996 | (61,293) |
Franchise tax payable | 0 | 67,070 | 19,380 |
Income tax payable | 0 | 148,580 | |
Net cash used in operating activities | (809) | (498,644) | (153,667) |
Cash flows used in investing activities: | |||
Principal deposited in Trust Account | 0 | 0 | (150,000,000) |
Cash flows from financing activities: | |||
Borrowing / (Repayment) of notes payable | 75,000 | 0 | (238,000) |
Net proceeds from issuance of units | 25,000 | 0 | 146,848,325 |
Proceeds from private placement | 0 | 0 | 4,600,000 |
Payment of deferred offering costs | (67,500) | 0 | (219,291) |
Net cash provided by financing activities | 32,500 | 0 | 150,991,034 |
Net increase (decrease) in cash | 31,691 | (498,644) | 837,367 |
Cash at beginning of the period | 0 | 869,058 | 31,691 |
Cash at the end of the period | 31,691 | 370,414 | 869,058 |
Supplemental disclosure of noncash financing activities: | |||
Deferred underwriting fees | 0 | 0 | 6,000,000 |
Deferred offering costs reclassified to equity | 0 | 0 | 105,000 |
Value of common stock subject to possible redemption at IPO | 0 | 0 | 140,022,200 |
Change in common stock subject to possible redemption | 0 | 203,219 | (10,760) |
Payment of deferred offering costs directly by affiliate | $ 37,500 | $ 0 | $ 0 |
DESCRIPTION OF ORGANIZATION AND
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | 12 Months Ended |
Dec. 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 December 31, 2017, the Company had not commenced any operations. All activity through December 31, 2017 relates to the Company’s formation, the initial public offering (‘‘Offering’’) described below and work to identify a potential target for, and consummate, 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 proceeds from the funds raised in the $ 150,000,000 4,600,000 The Trust Account: Following the closing of the Offering and the private placement on July 12, 2016, an amount of $ 150 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 initial 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 initial Business Combination by July 12, 2018 (subject to the requirements of law) and (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 to fund 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, although substantially all of the net proceeds of the Offering are intended to be generally applied toward consummating its initial 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 initial 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 initial 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 initial 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 initial 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 initial 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 initial 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 initial 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 December 31, 2017 is approximately $ 10.07 151,057,982 If the Company seeks stockholder approval of the initial 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 initial Business Combination by July 12, 2018. If the Company does not complete its initial 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 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 with which the Company has discussed entering into a definitive agreement, 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. Agreement for Initial Business Combination: On November 3, 2017, the Company entered into an Agreement and Plan of Merger (as amended by Amendment No. 1 thereto, dated November15, 2017, Amendment No. 2 thereto, dated December 27, 2017, Amendment No. 3 thereto, dated January 9, 2017, and Amendment No. 4 thereto, dated February 7, 2018, and as it may be further amended from time to time, the "Merger Agreement") with IEA Energy Services LLC ("IEA Services"), Wind Merger Sub I, Inc. ("Merger Sub I"), Wind Merger Sub II, LLC ("Merger Sub II"), Infrastructure and Energy Alternatives, LLC ("Seller"), Oaktree Power Opportunities Fund III Delaware, L.P., solely in its capacity as Seller’s representative, and, solely for purposes of certain sections therein, M III LLC and M III LP. The Merger Agreement provides for, among other things, the merger of Merger Sub I with and into IEA Services with IEA Services surviving such merger and, immediately thereafter, merging with and into Merger Sub II with Merger Sub II surviving such merger as an indirect, wholly-owned subsidiary of the Company (together with the other transactions contemplated by the Merger Agreement, the "Potential IEA Combination"). As a result of the foregoing, the Company will acquire IEA Services and its subsidiaries, which are referred to herein collectively as "IEA". IEA is a leading U.S. provider of infrastructure solutions for the renewable energy, traditional power and civil infrastructure industries. Currently, it is primarily focused on the wind energy industry, where it specializes in providing a broad range of engineering, procurement and construction (“EPC”) services throughout the U.S. Subject to the terms of the Merger Agreement and the adjustments set forth therein, the aggregate purchase price for the Potential IEA Combination is expected to be approximately $235,000,000. The consideration to be paid to the Seller will be in the form of a combination of cash and stock consideration and is subject to certain adjustments described in the Merger Agreement. The cash consideration payable to Seller at the closing of the Potential IEA Combination (the "Closing"), assuming no adjustments, is $100,000,000. The stock consideration will be the total consideration less the cash consideration, with such stock consideration split 74.1% in the form of common stock of the Company and 25.9% in the form of a newly-issued Series A Preferred Stock of the Company, subject to the adjustments described in the Merger Agreement. For purposes of determining the number of shares of common stock issuable with respect to the portion of the consideration payable in common stock, the common stock will be valued at $10.00 per share. The foregoing consideration to be paid to Seller may be further increased by up to 9,000,000 shares of common stock, which may be payable pursuant to an earn-out based upon the post-combination company achieving certain EBITDA targets in 2018 and/or 2019. In order to facilitate the Potential IEA Combination, the Company’s sponsor and two of its directors will enter into an agreement at closing pursuant to which they will agree that an aggregate of 1,874,999 shares of the Company’s common stock will be subject to vesting, half of which will vest on the first day upon which the closing sale price of the common stock on Nasdaq Capital Market (“NASDAQ”) has equaled or exceeded $12.00 per share for any 20 trading day period in a 30 consecutive day trading period and the other half of which will vest on the first day upon which the closing sale price of the common stock on NASDAQ has equaled or exceeded $14.00 per share for any 20 trading day period in a 30 consecutive day trading period. Consummation of the transactions contemplated by the Merger Agreement is subject to customary conditions of the respective parties, including the approval of the Potential IEA Combination by the Company’s stockholders in accordance with its amended and restated certificate of incorporation and the completion of a redemption offer whereby the Company will provide its public stockholders with the opportunity to redeem their shares of common stock for cash equal to their pro rata share of the aggregate amount on deposit in the Trust Account. The Company |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2017 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies [Text Block] | NOTE 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the accounting and disclosure rules and regulations of the Securities and Exchange Commission (the “SEC”). 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 stockholder 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 are classified as restricted assets since such amount can only be used by the Company in connection with the consummation of a Business Combination. At December 31, 2017, all of the assets in the Trust Account were invested in the J.P. Morgan 100 1,057,981 97,014 100,471 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 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 U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. 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 tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. The Company’s currently taxable income consists of interest income on the Trust A 148,580 42.23 35 21 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 December 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 December 31, 2017 and 2016. Management is currently unaware of any issues under review that could result in significant payments, accruals or material deviations from its position for its 2015 or 2016 tax years. All of the 15,000,000 founder shares and private placement shares. In accordance with FASB ASC 480, redemption provisions not solely within the control of the Company require the security to be classified outside of permanent equity. Ordinary liquidation events, which involve the redemption and liquidation of all of the entity's equity instruments, are excluded from the provisions of FASB ASC 480. Although the Company does not specify a maximum redemption threshold, its amended and restated certificate of incorporation provides that in no event will the Company redeem its Public Shares in an amount that would cause its net tangible assets to be less than $ 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 December 31, 2017 and 2016, 13,923,262 13,991,772 15,000,000 10.07 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 December 31, 2017, the Company had $ 370,414 151,057,982 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 initial 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 initial Business Combination. The Company anticipates that its uses of cash during 2018 until the closing of its initial Business Combination will be approximately $ 354,000 Offering costs consist principally of legal, underwriting commissions and other costs incurred through the balance sheet date that are directly related to the Offering. Offering costs amounting to approximately $ 9.6 3 6 Net income (loss) per share is computed by dividing net income (loss) by the weighted-average number of shares of common stock outstanding during the period. An aggregate of 13,923,262 13,991,772 7,730,000 Reconciliation of net income (loss) per common share: The Company’s net income (loss) is adjusted for the portion of income that is attributable to common stock subject to redemption, as these shares only participate in the income of the Trust Account and not the income or losses of the Company. For the Year For the Year For the Period Net income (loss) $ 203,219 $ (11,283) $ (809) Less: income attributable to ordinary shares subject to redemption (693,996) (73,179) 0 Adjusted net loss $ (490,777) $ (84,461) $ (809) Weighted average shares outstanding, basic and diluted 5,231,815 5,251,965 4,312,500 (Revised) Basic and diluted net loss per ordinary share $ (0.09) $ (0.02) $ (0.00) |
PUBLIC OFFERING
PUBLIC OFFERING | 12 Months Ended |
Dec. 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 Each Warrant entitles the holder to purchase one-half of one share of common stock at a price of $5.75. 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 | 12 Months Ended |
Dec. 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 dividend 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 initial Business Combination, or (B) the date on which the Company completes a liquidation, merger, stock exchange or other similar transaction after the initial 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 initial 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 initial 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 initial 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 initial 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
COMMITMENTS | 12 Months Ended |
Dec. 31, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies Disclosure [Text Block] | NOTE 5 COMMITMENTS 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. Other General and Administrative Services: The Sponsor and the Company’s executive officers and directors, and their respective affiliates, will be entitled to be reimbursed for any out-of-pocket expenses incurred in connection with activities on the Company’s behalf, including but not limited to, identifying potential target businesses and performing due diligence on suitable Business Combinations. The Company’s audit committee will review on a quarterly basis all payments that were made to the Sponsor and the Company’s executive officers, directors and affiliates and will determine which expenses and the amount of expenses that will be reimbursed. There is no cap or ceiling on the reimbursement of out-of-pocket expenses incurred by such persons in connection with activities on the Company’s behalf, provided, however, that to the extent such expenses exceed the available proceeds not deposited in the Trust Account, such expenses would not be reimbursed by the Company unless the Company consummates an initial Business Combination. Notwithstanding the foregoing, no reimbursement is due to M-III Partners, LP or M-III Partners, LLC for office space and general administrative expenses incurred by them and provided to the Company. |
TRUST ACCOUNT AND FAIR VALUE ME
TRUST ACCOUNT AND FAIR VALUE MEASUREMENT | 12 Months Ended |
Dec. 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 December 31, 2017 and December 31, 2016, the proceeds in the Trust Account were invested in money market funds holding U.S. government treasury bills yielding interest of approximately 0.7 0.3 1,057,982 100,471 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. Description Level December 31, 2017 December 31, 2016 Assets: Cash and securities held in Trust Account 1 $ 151,057,982 $ 150,100,471- |
STOCKHOLDERS' EQUITY
STOCKHOLDERS' EQUITY | 12 Months Ended |
Dec. 31, 2017 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity Note Disclosure [Text Block] | NOTE 7 STOCKHOLDERS’ EQUITY Common Stock The authorized common stock of the Company is 35,000,000 Holders of the Company’s common stock are entitled to one vote for each share of common stock. 19,210,000 13,923,262 19,210,000 13,991,772 Preferred Stock The Company is authorized to issue up to 1,000,000 |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Income Tax Disclosure [Text Block] | NOTE 8 INCOME TAXES December 31, 2017 December 31, 2016 Deferred tax asset Net operating loss carryforward $ 0 $ 5,149 Total deferred tax assets 0 5,149 Valuation allowance 0 (5,149) Deferred tax asset, net of allowance $ - $ - For the year ended For the year ended For the period from Federal Current $ 148,580 $ - $ - Deferred 5,149 (3,836) (275) State Current $ - $ - $ - Deferred 0 (953) (85) Change in valuation allowance (5,149) 4,789 360 Income tax provision (benefit) $ 148,580 $ - $ - As of December 31, 2017, the Company had no U.S. federal and state net operating loss carryovers (“NOLs”) available to offset future taxable income. In accordance with Section 382 of the Internal Revenue Code, deductibility of the Company’s NOLs may be subject to an annual limitation in the event of a change of control as defined under the regulations. In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences representing net future deductible amounts become deductible. Management considers the scheduled reversal of deferred tax assets, projected future taxable income and tax planning strategies in making this assessment. Because the Company had no deferred tax assets at December 31, 2017, no valuation allowance has been established. For the year For the year For the Period Statutory federal income tax rate 35.00 % (34.00) % (34.00) % Capitalized deal related expense 7.24 % State taxes, net of federal tax benefit 0.0 % (8.60) % (10.50) % Change in valuation allowance (0.01) % 42.60 % 44.50 % Income tax provision (benefit) 42.23 % 0 % 0 % |
SUMMARY OF SIGNIFICANT ACCOUN16
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2017 | |
Accounting Policies [Abstract] | |
Basis of Accounting, Policy [Policy Text Block] | Basis of Presentation: The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the accounting and disclosure rules and regulations of the Securities and Exchange Commission (the “SEC”). |
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 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 stockholder 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] | The amounts held in the Trust Account represent substantially all of the proceeds of the Offering and are classified as restricted assets since such amount can only be used by the Company in connection with the consummation of a Business Combination. At December 31, 2017, all of the assets in the Trust Account were invested in the J.P. Morgan 100 1,057,981 97,014 100,471 |
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 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 U.S. GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. |
Income 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 tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. The Company’s currently taxable income consists of interest income on the Trust A 148,580 42.23 35 21 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 December 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 December 31, 2017 and 2016. Management is currently unaware of any issues under review that could result in significant payments, accruals or material deviations from its position for its 2015 or 2016 tax years. |
Redeemable Common Stock Policy [Policy Text Block] | Redeemable Common Stock: All of the 15,000,000 founder shares and private placement shares. In accordance with FASB ASC 480, redemption provisions not solely within the control of the Company require the security to be classified outside of permanent equity. Ordinary liquidation events, which involve the redemption and liquidation of all of the entity's equity instruments, are excluded from the provisions of FASB ASC 480. Although the Company does not specify a maximum redemption threshold, its amended and restated certificate of incorporation provides that in no event will the Company redeem its Public Shares in an amount that would cause its net tangible assets to be less than $ 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 December 31, 2017 and 2016, 13,923,262 13,991,772 15,000,000 10.07 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 December 31, 2017, the Company had $ 370,414 151,057,982 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 initial 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 initial Business Combination. The Company anticipates that its uses of cash during 2018 until the closing of its initial Business Combination will be approximately $ 354,000 |
Stock Offering Costs Policy [Policy Text Block] | Offering Costs: Offering costs consist principally of legal, underwriting commissions and other costs incurred through the balance sheet date that are directly related to the Offering. Offering costs amounting to approximately $ 9.6 3 6 |
Earnings Per Share, Policy [Policy Text Block] | Net Income (Loss) per Share: Net income (loss) per share is computed by dividing net income (loss) by the weighted-average number of shares of common stock outstanding during the period. An aggregate of 13,923,262 13,991,772 7,730,000 Reconciliation of net income (loss) per common share: The Company’s net income (loss) is adjusted for the portion of income that is attributable to common stock subject to redemption, as these shares only participate in the income of the Trust Account and not the income or losses of the Company. For the Year For the Year For the Period Net income (loss) $ 203,219 $ (11,283) $ (809) Less: income attributable to ordinary shares subject to redemption (693,996) (73,179) 0 Adjusted net loss $ (490,777) $ (84,461) $ (809) Weighted average shares outstanding, basic and diluted 5,231,815 5,251,965 4,312,500 (Revised) Basic and diluted net loss per ordinary share $ (0.09) $ (0.02) $ (0.00) |
SUMMARY OF SIGNIFICANT ACCOUN17
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Accounting Policies [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted [Table Text Block] | Accordingly, basic and diluted loss per common share is calculated as follows: For the Year For the Year For the Period Net income (loss) $ 203,219 $ (11,283) $ (809) Less: income attributable to ordinary shares subject to redemption (693,996) (73,179) 0 Adjusted net loss $ (490,777) $ (84,461) $ (809) Weighted average shares outstanding, basic and diluted 5,231,815 5,251,965 4,312,500 (Revised) Basic and diluted net loss per ordinary share $ (0.09) $ (0.02) $ (0.00) |
TRUST ACCOUNT AND FAIR VALUE 18
TRUST ACCOUNT AND FAIR VALUE MEASUREMENT (Tables) | 12 Months Ended |
Dec. 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 December 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 December 31, 2017 December 31, 2016 Assets: Cash and securities held in Trust Account 1 $ 151,057,982 $ 150,100,471- |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Schedule of Deferred Tax Assets and Liabilities [Table Text Block] | The Company’s net deferred tax assets are as follows: December 31, 2017 December 31, 2016 Deferred tax asset Net operating loss carryforward $ 0 $ 5,149 Total deferred tax assets 0 5,149 Valuation allowance 0 (5,149) Deferred tax asset, net of allowance $ - $ - |
Schedule of Components of Income Tax Expense (Benefit) [Table Text Block] | The income tax provision (benefit) consists of the following: For the year ended For the year ended For the period from Federal Current $ 148,580 $ - $ - Deferred 5,149 (3,836) (275) State Current $ - $ - $ - Deferred 0 (953) (85) Change in valuation allowance (5,149) 4,789 360 Income tax provision (benefit) $ 148,580 $ - $ - |
Schedule of Effective Income Tax Rate Reconciliation [Table Text Block] | A reconciliation of the statutory federal income tax rate to the Company’s effective tax rate is as follows: For the year For the year For the Period Statutory federal income tax rate 35.00 % (34.00) % (34.00) % Capitalized deal related expense 7.24 % State taxes, net of federal tax benefit 0.0 % (8.60) % (10.50) % Change in valuation allowance (0.01) % 42.60 % 44.50 % Income tax provision (benefit) 42.23 % 0 % 0 % |
DESCRIPTION OF ORGANIZATION A20
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS (Details Textual) - USD ($) | Nov. 03, 2016 | Jul. 15, 2016 | Jul. 12, 2016 | Aug. 31, 2015 | Dec. 31, 2015 | Dec. 31, 2017 | Dec. 31, 2016 |
Stock Issued During Period, Shares, New Issues | 3,593,750 | ||||||
Shares Issued, Price Per Share | $ 0.007 | $ 10.07 | |||||
Stock Issued During Period, Value, New Issues | $ 25,000 | $ 25,000 | |||||
Proceeds from Issuance of Private Placement | $ 0 | $ 0 | $ 4,600,000 | ||||
Decommissioning Trust Assets Description | (i)the completion of the initial 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 initial Business Combination by July 12, 2018 (subject to the requirements of law) and (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 to fund the first to occur of such transactions. | ||||||
Assets Held-in-trust | $ 150,000,000 | $ 151,057,982 | |||||
Interest Expense, Trust Preferred Securities | $ 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% | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights | In order to facilitate the Potential IEA Combination, the Company’s sponsor and two of its directors will enter into an agreement at closing pursuant to which they will agree that an aggregate of 1,874,999 shares of the Company’s common stock will be subject to vesting, half of which will vest on the first day upon which the closing sale price of the common stock on Nasdaq Capital Market (“NASDAQ”) has equaled or exceeded $12.00 per share for any 20 trading day period in a 30 consecutive day trading period and the other half of which will vest on the first day upon which the closing sale price of the common stock on NASDAQ has equaled or exceeded $14.00 per share for any 20 trading day period in a 30 consecutive day trading period. | ||||||
Series of Individually Immaterial Business Acquisitions [Member] | |||||||
Business Combination, Control Obtained Description | Subject to the terms of the Merger Agreement and the adjustments set forth therein, the aggregate purchase price for the Potential IEA Combination is expected to be approximately $235,000,000. The consideration to be paid to the Seller will be in the form of a combination of cash and stock consideration and is subject to certain adjustments described in the Merger Agreement. The cash consideration payable to Seller at the closing of the Potential IEA Combination (the "Closing"), assuming no adjustments, is $100,000,000. The stock consideration will be the total consideration less the cash consideration, with such stock consideration split 74.1% in the form of common stock of the Company and 25.9% in the form of a newly-issued Series A Preferred Stock of the Company, subject to the adjustments described in the Merger Agreement. For purposes of determining the number of shares of common stock issuable with respect to the portion of the consideration payable in common stock, the common stock will be valued at $10.00 per share. The foregoing consideration to be paid to Seller may be further increased by up to 9,000,000 shares of common stock, which may be payable pursuant to an earn-out based upon the post-combination company achieving certain EBITDA targets in 2018 and/or 2019. | ||||||
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 | ||||||
Proceeds from Issuance Initial Public Offering | $ 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 | ||||||
Proceeds from Issuance of Private Placement | $ 4,600,000 |
SUMMARY OF SIGNIFICANT ACCOUN21
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) - USD ($) | 5 Months Ended | 12 Months Ended | ||
Dec. 31, 2015 | Dec. 31, 2017 | Dec. 31, 2016 | ||
Net income (loss) | $ (809) | $ 203,219 | $ (11,283) | |
Less: income attributable to ordinary shares subject to redemption | 0 | (693,996) | (73,179) | |
Adjusted net loss | $ (809) | $ (490,777) | $ (84,461) | |
Weighted average shares outstanding, basic and diluted | [1] | 4,312,500 | 5,231,815 | 4,683,028 |
Basic and diluted net loss per ordinary share | [2] | $ 0 | $ (0.09) | $ (0.02) |
[1] | Excludes 13,923,262 and 13,991,772 shares subject to redemption at December 31, 2017 and December 31, 2016, respectively, and 562,500 shares of common stock that were forfeited in August 2016 upon the expiration of the underwriters’ over-allotment option without exercise. | |||
[2] | Net Income / (loss) per common share basic and diluted excludes interest income attributable to the shares of common stock subject to redemption for the years ended December 31, 2017 and 2016 of $695,339 and $73,179, respectively. |
SUMMARY OF SIGNIFICANT ACCOUN22
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Textual) - USD ($) | 1 Months Ended | 5 Months Ended | 12 Months Ended | |||
Aug. 31, 2015 | Dec. 31, 2015 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Aug. 03, 2015 | |
Cash, FDIC Insured Amount | $ 250,000 | |||||
Common Stock Shares Subject To Redemption | 13,923,262 | 13,991,772 | ||||
Anticipated Cash Requirement For Next Twelve Months | $ 354,000 | |||||
Stock Offering Costs | 9,600,000 | |||||
Deferred Underwriting Expense | 6,000,000 | |||||
Stock Issued During Period, Shares, New Issues | 3,593,750 | |||||
Stockholders' Equity Attributable to Parent | $ 24,191 | $ 5,000,001 | $ 5,000,001 | $ 0 | ||
Temporary Equity, Shares Issued | 15,000,000 | |||||
Temporary Equity, Redemption Price Per Share | $ 10.07 | $ 10.01 | ||||
Cash and Cash Equivalents, at Carrying Value | 31,691 | $ 370,414 | $ 869,058 | $ 0 | ||
Assets Held-in-trust, Noncurrent | $ 151,057,980 | 150,100,471 | ||||
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 | 0 | $ 957,509 | 100,471 | |||
Equity Method Investment, Ownership Percentage | 100.00% | |||||
Proceeds from Income Tax Refunds | $ 97,014 | |||||
Income Tax Expense (Benefit) | $ 0 | $ 148,580 | ||||
Effective Income Tax Rate Reconciliation, Percent | 0.00% | 42.23% | 0.00% | |||
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent | (34.00%) | 35.00% | (34.00%) | |||
Deferred Tax Assets, Valuation Allowance | $ 0 | $ 5,149 | ||||
Scenario, Plan [Member] | ||||||
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent | 21.00% | |||||
Common Stock Subject To Possible Redemption [Member] | ||||||
Common Stock Shares Subject To Redemption | 13,923,262 | 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 | Dec. 31, 2017 | Dec. 31, 2016 |
Stock Issued During Period, Shares, New Issues | 3,593,750 | |||
Shares Issued, Price Per Share | $ 0.007 | $ 10.07 | ||
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, 2015 | Dec. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2017 |
Number of Shares Subject to Forfeiture | 562,500 | ||||||
Stock Issued During Period Shares Period Lock-up Period Terms | (A) one year after the completion of the Companys initial Business Combination, or (B) the date on which the Company completes a liquidation, merger, stock exchange or other similar transaction after the initial 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 | ||||||
Stock Issued During Period, Value, New Issues | $ 25,000 | $ 25,000 | |||||
Shares Issued, Price Per Share | $ 0.007 | $ 10.07 | |||||
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 Company’s initial 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 initial 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 dividend | ||||||
Common Stock [Member] | |||||||
Stock Issued During Period, Shares, New Issues | 6,325,000 | ||||||
Stock Issued During Period, Value, New Issues | $ 633 | ||||||
Stock Repurchased During Period, Shares | 1,293,750 | 718,750 | |||||
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 |
COMMITMENTS (Details Textual)
COMMITMENTS (Details Textual) $ in Millions | 12 Months Ended |
Dec. 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 26
TRUST ACCOUNT AND FAIR VALUE MEASUREMENT (Details) - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 |
Fair Value, Measurements, Recurring [Member] | Fair Value, Inputs, Level 1 [Member] | ||
Assets: | ||
Cash and securities held in Trust Account | $ 151,057,982 | $ 0 |
TRUST ACCOUNT AND FAIR VALUE 27
TRUST ACCOUNT AND FAIR VALUE MEASUREMENT (Details Textual) - USD ($) | 5 Months Ended | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2017 | Dec. 31, 2016 | |
Trust Account And Fair Value Measurement [Line Items] | |||
Payments For Principal Deposited In Trust Account | $ 0 | $ 0 | $ 150,000,000 |
U S Treasury Bills Yielding Interest Rate | 0.70% | 0.30% | |
Investment Income, Interest | $ 0 | $ 957,510 | $ 100,471 |
STOCKHOLDERS' EQUITY (Details T
STOCKHOLDERS' EQUITY (Details Textual) - shares | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Common Stock, Voting Rights | Holders of the Companys common stock are entitled to one vote for each share of common stock. | |
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 | 19,210,000 |
Common Stock Shares Subject To Redemption | 13,923,262 | 13,991,772 |
Preferred Stock, Shares Issued | 0 | 0 |
Preferred Stock, Shares Outstanding | 0 | 0 |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 |
Deferred tax asset | ||
Net operating loss carryforward | $ 0 | $ 5,149 |
Total deferred tax assets | 0 | 5,149 |
Valuation allowance | 0 | (5,149) |
Deferred tax asset, net of allowance | $ 0 | $ 0 |
INCOME TAXES (Details 1)
INCOME TAXES (Details 1) - USD ($) | 5 Months Ended | 12 Months Ended | |
Dec. 31, 2015 | Dec. 31, 2017 | Dec. 31, 2016 | |
Federal | |||
Current | $ 0 | $ 148,580 | $ 0 |
Deferred | (275) | 5,149 | (3,836) |
State | |||
Current | 0 | 0 | 0 |
Deferred | (85) | 0 | (953) |
Change in valuation allowance | 360 | (5,149) | 4,789 |
Income tax provision (benefit) | $ 0 | $ 148,580 |
INCOME TAXES (Details 2)
INCOME TAXES (Details 2) | 1 Months Ended | 12 Months Ended | |
Aug. 31, 2015 | Dec. 31, 2017 | Dec. 31, 2016 | |
Statutory federal income tax rate | (34.00%) | 35.00% | (34.00%) |
Capitalized deal related expense | 7.24% | ||
State taxes, net of federal tax benefit | (10.50%) | 0.00% | (8.60%) |
Change in valuation allowance | 44.50% | (0.01%) | 42.60% |
Income tax provision (benefit) | 0.00% | 42.23% | 0.00% |