Document And Entity Information
Document And Entity Information - shares | 6 Months Ended | |
Jun. 30, 2016 | Aug. 12, 2016 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Jun. 30, 2016 | |
Document Fiscal Year Focus | 2,016 | |
Document Fiscal Period Focus | Q2 | |
Entity Registrant Name | Landcadia Holdings, Inc. | |
Entity Central Index Key | 1,653,247 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Non-accelerated Filer | |
Trading Symbol | LCA | |
Common Class A [Member] | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 25,000,000 | |
Common Class F [Member] | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 6,250,000 |
BALANCE SHEETS
BALANCE SHEETS - USD ($) | Jun. 30, 2016 | Dec. 31, 2015 | |
Current assets: | |||
Cash | $ 1,372,690 | $ 10,845 | |
Prepaid expenses | 209,150 | 0 | |
Total current assets | 1,581,840 | 10,845 | |
Cash and accrued interest held in trust account | 250,000,093 | 0 | |
Deferred offering costs | 0 | 322,750 | |
Deferred tax asset | 0 | 0 | |
Total assets | 251,581,933 | 333,595 | |
Current liabilities: | |||
Accounts payable and accrued liabilities | 263,815 | 299,350 | |
Notes and accounts payable to affiliates | 10,011 | 35,150 | |
Total current liabilities | 273,826 | 334,500 | |
Deferred underwriting commissions | 8,750,000 | 0 | |
Total liabilities | 9,023,826 | 334,500 | |
Class A common stock subject to possible redemption, 23,755,810 shares at redemption value of $10.00 | 237,558,100 | 0 | |
Stockholders' equity: | |||
Preferred stock, $0.0001 par value, 1,000,000 authorized, no shares issued or outstanding | 0 | 0 | |
Common stock: | |||
Additional paid-in capital | 5,047,311 | 10,137 | |
Accumulated deficit | (48,053) | (11,905) | |
Total stockholders' equity | 5,000,007 | (905) | |
Total liabilities and stockholders' equity | 251,581,933 | 333,595 | |
Common Class A [Member] | |||
Common stock: | |||
Common Stock, Value, Issued | 124 | 0 | |
Common Class F [Member] | |||
Common stock: | |||
Common Stock, Value, Issued | [1] | $ 625 | $ 863 |
[1] | Includes an aggregate of 1,125,000 shares at December 31, 2015, subsequently forfeited as the over-allotment option was not exercised (see Note 3). |
BALANCE SHEETS (Parenthetical)
BALANCE SHEETS (Parenthetical) - $ / shares | Jun. 30, 2016 | Dec. 31, 2015 |
Temporary Equity, Shares Outstanding | 23,755,810 | |
Preferred Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 |
Preferred Stock, Shares Authorized | 1,000,000 | 1,000,000 |
Common Class A [Member] | ||
Temporary Equity, Shares Outstanding | 23,755,810 | |
Temporary Equity, Redemption Price Per Share | $ 10 | |
Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 |
Common Stock, Shares Authorized | 200,000,000 | 200,000,000 |
Common Stock, Shares, Issued | 1,244,190 | 0 |
Common Stock, Shares, Outstanding | 1,244,190 | 0 |
Common Class A [Member] | Common Stock Subject to Mandatory Redemption [Member] | ||
Common Stock, Shares, Outstanding | 23,755,810 | 0 |
Common Class F [Member] | ||
Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 |
Common Stock, Shares Authorized | 20,000,000 | 20,000,000 |
Common Stock, Shares, Issued | 6,250,000 | 8,625,000 |
Common Stock, Shares, Outstanding | 6,250,000 | 8,625,000 |
Common Class F [Member] | Common Stock Subject to Mandatory Redemption [Member] | ||
Common Stock, Shares, Outstanding | 1,125,000 |
STATEMENTS OF OPERATIONS
STATEMENTS OF OPERATIONS - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | ||
Expenses: | |||||
General and administrative expenses | $ 33,965 | $ 0 | $ 36,241 | $ 0 | |
Loss from operations | (33,965) | 0 | (36,241) | 0 | |
Other income and expense: | |||||
Interest income. | 93 | 0 | 93 | 0 | |
Net loss | $ (33,872) | $ 0 | $ (36,148) | $ 0 | |
Basic and diluted earnings per share: | |||||
Net loss per share | $ 0 | $ 0 | $ 0 | $ 0 | |
Basic and diluted weighted average number of shares (1) | [1] | 7,497,643 | 3,750,000 | 7,498,815 | 3,750,000 |
[1] | Excludes shares subject to redemption for the three and six months ended June 30, 2016 and forfeited shares in all periods (see Note 3). |
STATEMENTS OF CHANGES IN STOCKH
STATEMENTS OF CHANGES IN STOCKHOLDER'S EQUITY - USD ($) | Total | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Notes Receivable Affiliate [Member] | Common Class A [Member]Common Stock [Member] | Common Class F [Member] | Common Class F [Member]Common Stock [Member] | |||
Balance at Dec. 31, 2014 | $ 0 | $ 569 | $ 0 | $ (1,000) | $ 0 | $ 431 | ||||
Balance (Shares) at Dec. 31, 2014 | [1] | 0 | 4,312,500 | |||||||
Stock Issued During Period Value New Issues | 10,000 | 9,568 | 0 | 0 | $ 0 | $ 432 | ||||
Stock Issued During Period Shares New Issues, Shares | [1] | 0 | 4,312,500 | |||||||
Payments for Affiliate Notes Receivables | 1,000 | 0 | 0 | 1,000 | $ 0 | $ 0 | ||||
Net loss | (11,905) | 0 | (11,905) | 0 | $ 0 | 0 | ||||
Balance at Dec. 31, 2015 | (905) | 10,137 | (11,905) | 0 | $ 863 | |||||
Balance (Shares) at Dec. 31, 2015 | [1] | 0 | 8,625,000 | |||||||
Stock Issued During Period Value New Issues | 250,000,000 | 249,997,500 | 0 | 0 | $ 2,500 | $ 0 | ||||
Stock Issued During Period Shares New Issues, Shares | [1] | 25,000,000 | ||||||||
Net loss | (36,148) | 0 | (36,148) | 0 | $ 0 | 0 | ||||
Shares returned | 0 | 238 | 0 | 0 | $ 0 | $ (238) | ||||
Shares returned, Shares | [1] | 0 | (2,375,000) | |||||||
Sponsors warrants issued | 7,000,000 | 7,000,000 | 0 | 0 | $ 0 | $ 0 | ||||
Underwriters commissions and offering costs | (14,404,840) | (14,404,840) | 0 | 0 | 0 | 0 | ||||
Class A shares subject to redemption | (237,558,100) | (237,555,724) | 0 | 0 | $ (2,376) | $ 0 | ||||
Class A shares subject to redemption, Shares | (23,755,810) | [1] | (1,437,500) | 0 | [1] | |||||
Balance at Jun. 30, 2016 | $ 5,000,007 | $ 5,047,311 | $ (48,053) | $ 0 | $ 124 | $ 625 | ||||
Balance (Shares) at Jun. 30, 2016 | [1] | 1,244,190 | 6,250,000 | |||||||
[1] | Includes an aggregate of 1,125,000 shares at December 31, 2015 and 562,500 shares at December 31, 2014, subsequently forfeited as the over-allotment option was not exercised (see Note 3). |
STATEMENTS OF CASH FLOWS
STATEMENTS OF CASH FLOWS - USD ($) | 6 Months Ended | |
Jun. 30, 2016 | Jun. 30, 2015 | |
Cash flows from operating activities: | ||
Net loss | $ (36,148) | $ 0 |
Changes in operating assets and liabilities: | ||
(Increase) decrease in prepaid expenses and other | (209,150) | 0 |
Increase (decrease) in accounts payable and accrued liabilities | 173,773 | 0 |
(Decrease) increase in accounts payable to affiliates | (1,700) | 0 |
Net cash used in operating activities | (73,225) | 0 |
Cash flows from investing activities: | ||
Trust account deposit | (250,000,000) | 0 |
Trust account interest income | (93) | 0 |
Net cash used in investing activities | (250,000,093) | 0 |
Cash flows from financing activities: | ||
Proceeds from public offering | 250,000,000 | 0 |
Proceeds from sale of private placement warrants | 7,000,000 | |
Payment of underwriting discounts | (5,000,000) | |
Payment of offering costs | (541,398) | 0 |
Payment of affiliate notes payable | (23,439) | 0 |
Net cash provided by financing activities | 251,435,163 | 0 |
Net increase (decrease) in cash and cash equivalents | 1,361,845 | 0 |
Cash and cash equivalents at beginning of period | 10,845 | 0 |
Cash and cash equivalents at end of period | 1,372,690 | 0 |
Non-cash financing activities: | ||
Deferred underwriting commissions | 8,750,000 | 0 |
Forfeiture of Class F shares | 238 | 0 |
Accrued offering costs | $ 90,003 | $ 0 |
Nature of Business
Nature of Business | 6 Months Ended |
Jun. 30, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of Operations [Text Block] | 1. Nature of Business Business Landcadia Holdings, Inc., a Delaware corporation (the “Company”), was incorporated in Delaware on November 19, 2008 as Leucadia Development Corporation, and changed its name to Landcadia Holdings Inc. on September 15, 2015. 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, or the JOBS Act and, as such, is subject to all the risks associated with emerging growth companies. The Company has not had any significant operations to date. The Company is a blank-check company formed to effect a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination (the “Business Combination”) with one or more operating businesses. All activity for the six months ended June 30, 2016 relates to the Company’s initial public offering (“Public Offering”), and search for a Business Combination. There is no assurance that its plans to consummate a Business Combination will be successful within the target business acquisition period, as described herein. Sponsors The Company’s sponsors are Fertitta Entertainment, Inc., a Texas corporation, (“FEI Sponsor”) and Leucadia National Corporation, a New York corporation, (“Leucadia Sponsor”), collectively the Sponsors (“Sponsors”). The FEI Sponsor is wholly owned by Tilman J. Fertitta, the Company’s Co-Chairman and Chief Executive Officer. Financing The registration statement for the Company’s Public Offering was declared effective by the U.S. Securities and Exchange Commission (“SEC”) on May 25, 2016. The Company intends to finance its Business Combination in part with proceeds from the $ 250,000,000 7,000,000 250,000,000 Trust Account Funds held in the Trust Account can only be invested in permitted United States ‘‘government securities’’ within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), having a maturity of 180 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations. The Company’s second amended and restated certificate of incorporation provides that, other than the withdrawal of interest to pay income taxes, if any, none of the funds held in trust will be released until the earlier of: (i) the completion of the Business Combination; or (ii) the redemption of any shares of Class A common stock (“Public Shares”) included in the units sold in the Public Offering properly tendered in connection with a stockholder vote to amend the Company’s second amended and restated certificate of incorporation to modify the substance or timing of the Company’s obligation to redeem 100% of the Public Shares if the Company does not complete the Business Combination within 24 months from the closing of the Public Offering; or (iii) the redemption of 100% of the Public Shares if the Company is unable to complete the Business Combination within 24 months from the closing of the Public Offering. Initial Business Combination The initial Business Combination must occur with one or more target businesses that together have an aggregate fair market value of at least 80% of the assets held in the Trust Account, excluding the deferred underwriting commissions and taxes payable on the income earned by the Trust Account, at the time of the agreement to enter into the initial Business Combination. The Company, after signing a definitive agreement for the 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 calculated 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 calculated 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 at 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 the 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 to be less than $ 5,000,001 Notwithstanding the foregoing redemption rights, if the Company seeks stockholder approval of the Business Combination and it conducts redemptions in connection with the Business Combination pursuant to the tender offer rules, the second 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 15% of the shares sold in the Public Offering. If the Company holds a stockholder vote in connection with the Business Combination, a public stockholder will have the right to redeem its shares for an amount in cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account calculated as of two business days prior to the consummation of the Business Combination, including interest but less taxes payable. As a result, such Public Shares are recorded at redemption value and classified as temporary equity following completion of the Public Offering (“Redeemable Shares”), in accordance with Financial Accounting Standards Board Accounting Standards Codification (“FASB, ASC’) 480, ‘‘Distinguishing Liabilities from Equity.’’ The amount in the Trust Account is initially anticipated to be $ 10.00 25,000,000 The Company will have 24 months from the closing of the Public Offering to complete the Business Combination. If the Company does not complete the Business Combination within this period of time, it shall (i) cease all operations except for the purposes of winding up; (ii) as promptly as reasonably possible, but not more than ten business days thereafter, redeem the Public Shares for a per share pro rata portion of the Trust Account, including interest (less taxes payable and up to $ 50,000 Pursuant to the letter agreements reference above, the Initial Stockholders also agreed that, if the Company submits the Business Combination to the Company’s public stockholders for a vote, the Initial Stockholders will vote their Founder Shares and any public shares purchased during or after the Public Offering in favor of the Business Combination. Fiscal Year End The Company’s fiscal year ends on December 31. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2016 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies [Text Block] | 2. Summary of Significant Accounting Policies Our accompanying financial statements include the accounts of the Company and have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. The interim financial information provided is unaudited, but includes all adjustments which management considers necessary for the fair presentation of our results for these periods. Operating results for interim periods are not necessarily indicative of the results that may be expected for the full year period. The accompanying unaudited, interim financial statements should be read in conjunction with the Company’s audited financial statements and notes thereto included in the Company’s prospectus filed with the SEC on May 26, 2016, as well as the Company’s Form 8-K filed with the SEC on June 7, 2016. The preparation of these financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. Cash consists of proceeds from the Public Offering and Private Placement held outside of the Trust Account and may be used to pay for business, legal and accounting due diligence for the Business Combination and continuing general and administrative expenses. Financial instruments that potentially subject the Company to concentration of credit risk consist of cash accounts with a financial institution which, at times, may exceed the Federal depository insurance coverage of $ 250,000 The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC 820, “Fair Value Measurement and Disclosures,” approximates the carrying amounts represented in the balance sheet. The Company complies with the requirements of the FASB ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A- “Expenses of Offering”. Offering costs of approximately $ 654,840 13,750,000 Prepaid expenses of $ 209,150 Accounts payable and accrued liabilities of $ 263,815 Earnings per share is computed by dividing net income applicable to common stockholders by the weighted average number of common shares outstanding during the period, plus to the extent dilutive, the incremental number of shares of common stock to be issued in connection with the conversion of Class F common stock or to settle warrants, as calculated using the treasury stock method. In accordance with FASB ASC 260, “Earnings Per Share”, the earning per share calculation reflects the effect of the stock splits as discussed in Note 3, for all periods presented. All shares of Class F common stock are assumed to convert to shares of Class A common stock on a one-for-one basis. Further, Class A shares of common stock subject to possible redemption have been excluded from the calculation of earnings per share for the three and six months ended June 30, 2016, see Note 3. As of June 30, 2016, the Company did not have any securities or other contracts that could, potentially, be exercised or converted into common stock that were dilutive. The Company complies with the accounting and reporting requirements of FASB ASC, 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. There were no unrecognized tax benefits as of June 30, 2016 or December 31, 2015. FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties at June 30, 2016 and December 31, 2015. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities. The income tax provision was deemed to be immaterial for the periods ended June 30, 2016 and 2015. We have evaluated subsequent events to determine if events or transactions occurring through August 12, 2016, the date the financial statements were issued, require potential adjustment to or disclosure in the financial statements |
Stockholders' Equity
Stockholders' Equity | 6 Months Ended |
Jun. 30, 2016 | |
Equity [Abstract] | |
Stockholders' Equity Note Disclosure [Text Block] | 3. Stockholders’ Equity In 2008, the Leucadia Sponsor purchased an aggregate of 1,000 100 1,000 221,000,000 200,000,000 0.0001 20,000,000 0.0001 1,000,000 0.0001 On September 15, 2015, the Company reclassified all of its issued and outstanding shares of common stock to Class F common stock (“Founders Shares”), and conducted a 1:7,187.5 7,187,500 10,000 1:3 718,750 1,437,500 937,500 50 6,250,000 11,000 0.0018 Redeemable Shares All of the 25,000,000 5,000,001 At June 30, 2016, there were 25,000,000 Public Shares, of which 23,755,810 1,244,190 For further information on the Founders Shares and Sponsor Warrants, see Note 5. |
Public Offering
Public Offering | 6 Months Ended |
Jun. 30, 2016 | |
Equity [Abstract] | |
Public Offering [Text Block] | 4. Public Offering Public Units In the Public Offering, the Company sold 25,000,000 10.00 0.0001 5.75 11.50 0.01 18.00 Underwriting Commissions The Company paid an underwriting discount of $ 5,000,000 0.20 8,750,000 0.35 |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 2016 | |
Related Party Transactions [Abstract] | |
Related Party Transactions Disclosure [Text Block] | 5. Related Party Transactions Founder Shares The Founder Shares are identical to the Public Shares included in the Units sold in the Public Offering except that the Founder Shares are subject to certain transfer restrictions and the holders of the Founders Shares will have the right to elect all of the Company’s directors prior to the Business Combination. The initial stockholders collectively own 20 The initial stockholders have agreed not to transfer, assign or sell any of their Founder Shares until one year after the completion of the Business Combination, or earlier if, subsequent to the Business Combination, (i) the closing 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 The Founder Shares will automatically convert into Public Shares at the time of the Business Combination on a one-for-one basis, subject to adjustment as described in the Public Offering. In the case that additional Public Shares, or equity-linked securities, are issued or deemed issued in excess of the amounts offered in the Public Offering and related to the closing of the Business Combination, the ratio at which the Founder Shares shall convert into Public Shares will be adjusted so that the number of Public Shares issuable upon conversion of all Founder Shares will equal, in the aggregate, on an as-converted basis, 20% of the total number of all shares of common stock outstanding upon the completion of the Public Offering plus all Public Shares and equity-linked securities issued or deemed issued in connection with the business combination, excluding any shares or equity-linked securities issued, or to be issued, to any seller in the Business Combination or pursuant to the Sponsor Warrants (as defined below). Class A Shares As a result of the Public Offering, Jefferies LLC, an affiliate of Leucadia sponsor, owns 638,531 Sponsor Warrants The Sponsors have purchased an aggregate of 14,000,000 0.50 7,000,000 250,000,000 Each Sponsor Warrant entitles the holder to purchase one-half of one share of Class A common stock at $ 5.75 Registration Rights The initial stockholders and holders of the Sponsor Warrants will be entitled to registration rights pursuant to a registration rights agreement to be signed on or before the date of the Public Offering. The initial stockholders and holders of the Sponsor Warrants will be entitled to make up to three demands, excluding short form registration demands, that the Company register such securities for sale under the Securities Act. In addition, these holders will have ‘‘piggy-back’’ registration rights to include their securities in other registration statements filed by the Company. However, the registration rights agreement provides that the Company will not permit any registration statement filed under the Securities Act to become effective until termination of the applicable Lock Up Period. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Commissions The Leucadia Sponsor is an affiliate of Jefferies LLC, an underwriter of the Public Offering, and beneficially owns 50 2,125,000 3,718,750 Administrative Services Agreement We entered into an administrative services agreement in which the Company will pay the FEI Sponsor for office space, secretarial and administrative services provided to members of the Company’s management team, in an amount not to exceed $ 10,000 The Sponsors have agreed that they will be jointly and severally 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 transaction agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $ 10.00 Sponsor Loans The Sponsors agreed to loan the Company up to an aggregate of $ 300,000 Accounts payable to affiliates Accounts payable to affiliates is comprised of advances for organizational and other formation costs to be reimbursed to Sponsors. As of June 30, 2016, $ 10,011 In addition, the Sponsors will not be prohibited from loaning the Company funds in order to finance transaction costs in connection with the Business Combination. Up to $ 1,500,000 0.50 |
Summary of Significant Accoun12
Summary of Significant Accounting Policies (Polices) | 6 Months Ended |
Jun. 30, 2016 | |
Accounting Policies [Abstract] | |
Basis of Accounting, Policy [Policy Text Block] | Basis of Presentation Our accompanying financial statements include the accounts of the Company and have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”) and pursuant to the rules and regulations of the SEC. The interim financial information provided is unaudited, but includes all adjustments which management considers necessary for the fair presentation of our results for these periods. Operating results for interim periods are not necessarily indicative of the results that may be expected for the full year period. The accompanying unaudited, interim financial statements should be read in conjunction with the Company’s audited financial statements and notes thereto included in the Company’s prospectus filed with the SEC on May 26, 2016, as well as the Company’s Form 8-K filed with the SEC on June 7, 2016. |
Use of Estimates, Policy [Policy Text Block] | Use of Estimates The preparation of these financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. |
Emerging Growth Company, Policy [Policy Text Block] | Emerging Growth Company Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. |
Cash and Cash Equivalents, Policy [Policy Text Block] | Cash and cash equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. Cash consists of proceeds from the Public Offering and Private Placement held outside of the Trust Account and may be used to pay for business, legal and accounting due diligence for the Business Combination and continuing general and administrative expenses. |
Concentration Risk, Credit Risk, Policy [Policy Text Block] | Concentration of credit risk Financial instruments that potentially subject the Company to concentration of credit risk consist of cash accounts with a financial institution which, at times, may exceed the Federal depository insurance coverage of $ 250,000 |
Fair Value of Financial Instruments, Policy [Policy Text Block] | Fair Value of financial instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC 820, “Fair Value Measurement and Disclosures,” approximates the carrying amounts represented in the balance sheet. |
Offering Costs [Policy Text Block] | Offering costs The Company complies with the requirements of the FASB ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A- “Expenses of Offering”. Offering costs of approximately $ 654,840 13,750,000 |
Prepaid Expenses [Policy Text Block] | Prepaid expenses Prepaid expenses of $ 209,150 |
Accounts Payable and Accrued Liabilities [Policy Text Block] | Accounts payable and accrued liabilities Accounts payable and accrued liabilities of $ 263,815 |
Earnings Per Share, Policy [Policy Text Block] | Earnings per Share Earnings per share is computed by dividing net income applicable to common stockholders by the weighted average number of common shares outstanding during the period, plus to the extent dilutive, the incremental number of shares of common stock to be issued in connection with the conversion of Class F common stock or to settle warrants, as calculated using the treasury stock method. In accordance with FASB ASC 260, “Earnings Per Share”, the earning per share calculation reflects the effect of the stock splits as discussed in Note 3, for all periods presented. All shares of Class F common stock are assumed to convert to shares of Class A common stock on a one-for-one basis. Further, Class A shares of common stock subject to possible redemption have been excluded from the calculation of earnings per share for the three and six months ended June 30, 2016, see Note 3. As of June 30, 2016, the Company did not have any securities or other contracts that could, potentially, be exercised or converted into common stock that were dilutive. |
Income Tax, Policy [Policy Text Block] | Income taxes The Company complies with the accounting and reporting requirements of FASB ASC, 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. There were no unrecognized tax benefits as of June 30, 2016 or December 31, 2015. FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties at June 30, 2016 and December 31, 2015. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities. The income tax provision was deemed to be immaterial for the periods ended June 30, 2016 and 2015. |
Subsequent Events, Policy [Policy Text Block] | Subsequent Events We have evaluated subsequent events to determine if events or transactions occurring through August 12, 2016, the date the financial statements were issued, require potential adjustment to or disclosure in the financial statements |
Nature of Business (Details Tex
Nature of Business (Details Textual) - USD ($) | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 01, 2016 | |
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | |||
Proceeds from Issuance Initial Public Offering | $ 250,000,000 | $ 0 | |
Proceeds from Issuance of Warrants | 7,000,000 | ||
Escrow Deposit | 250,000,000 | $ 250,000,000 | |
Minimum Net Worth Required for Compliance | $ 5,000,001 | ||
Share Price | $ 10 | ||
Common Stock, Trust Account, Shares | 25,000,000 | ||
Taxes Payable | $ 50,000 | ||
Common Class A [Member] | |||
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items] | |||
Shares Subject to Possible Redemption, Percentage | 100.00% | ||
Financial Instruments Subject to Mandatory Redemption, Settlement Terms, Description | (ii) the redemption of any shares of Class A common stock (Public Shares) included in the units sold in the Public Offering properly tendered in connection with a stockholder vote to amend the Companys second amended and restated certificate of incorporation to modify the substance or timing of the Companys obligation to redeem 100% of the Public Shares if the Company does not complete the Business Combination within 24 months from the closing of the Public Offering; or (iii) the redemption of 100% of the Public Shares if the Company is unable to complete the Business Combination within 24 months from the closing of the Public Offering. |
Summary of Significant Accoun14
Summary of Significant Accounting Policies (Details Textual) | 6 Months Ended |
Jun. 30, 2016USD ($) | |
Accounting Polices [Line Items] | |
FDIC Indemnification Asset | $ 250,000 |
Initial Public Offering, Formation and Preparation Costs | 654,840 |
Underwriting Commissions | 13,750,000 |
Prepaid Insurance | 209,150 |
Accrued Insurance, Current | $ 263,815 |
Stockholders' Equity (Details T
Stockholders' Equity (Details Textual) - USD ($) | Oct. 10, 2015 | Apr. 27, 2016 | Sep. 15, 2015 | Jun. 30, 2016 | Dec. 31, 2015 | Dec. 31, 2008 | Sep. 16, 2016 |
Class of Stock [Line Items] | |||||||
Preferred Stock, Shares Authorized | 1,000,000 | 1,000,000 | |||||
Capital Units, Authorized | 221,000,000 | ||||||
Preferred Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 | |||||
Stockholders' Equity Note, Stock Split | 1:3 | 1:7,187.5 | |||||
Equity Method Investment, Ownership Percentage | 50.00% | ||||||
Invested Capital | $ 11,000 | ||||||
Shares Issued, Price Per Share | $ 0.0018 | ||||||
Financial Instruments Subject to Mandatory Redemption, Settlement Terms, Number of Shares | 25,000,000 | ||||||
Minimum Net Worth Required for Compliance | $ 5,000,001 | ||||||
Temporary Equity, Shares Outstanding | 23,755,810 | ||||||
Stock Issued During Period Value New Issues | $ 250,000,000 | $ 10,000 | |||||
Stockholders' Equity, Reverse Stock Split | 5:1 | ||||||
Common Class A [Member] | |||||||
Class of Stock [Line Items] | |||||||
Common Stock, Shares Authorized | 200,000,000 | 200,000,000 | |||||
Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 | |||||
Common Stock, Shares, Issued | 1,244,190 | 0 | |||||
Common Stock, Shares, Outstanding | 1,244,190 | 0 | |||||
Temporary Equity, Shares Outstanding | 23,755,810 | ||||||
Common Class F [Member] | |||||||
Class of Stock [Line Items] | |||||||
Common Stock, Shares Authorized | 20,000,000 | 20,000,000 | |||||
Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 | |||||
Stock Redeemed or Called During Period, Shares | 1,437,500 | ||||||
Stock Issued During Period, Shares, Forfeited | 937,500 | ||||||
Common Stock, Shares, Issued | 6,250,000 | 8,625,000 | |||||
Common Stock, Shares, Outstanding | 6,250,000 | 8,625,000 | |||||
Leucadia Sponsor [Member] | |||||||
Class of Stock [Line Items] | |||||||
Stock Issued During Period Shares New Issues, Shares | 1,000 | ||||||
Stock Redeemed or Called During Period, Shares | 718,750 | ||||||
Equity Method Investment, Ownership Percentage | 50.00% | ||||||
Common Stock, Shares, Outstanding | 638,531 | ||||||
Stock Issued During Period Value New Issues | $ 1,000 | ||||||
Percentage of Common Stock Owned by Sponsor | 100.00% | ||||||
FEI Sponsor [Member] | |||||||
Class of Stock [Line Items] | |||||||
Stock Issued During Period Shares New Issues, Shares | 7,187,500 | ||||||
Stock Redeemed or Called During Period, Shares | 718,750 | ||||||
Stock Issued During Period Value New Issues | $ 10,000 |
Public Offering (Details Textua
Public Offering (Details Textual) | 6 Months Ended |
Jun. 30, 2016USD ($)$ / sharesshares | |
Class of Stock [Line Items] | |
Share Price | $ 10 |
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right | shares | 0.5 |
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 5.75 |
Class of Warrant or Right, Exercise Price of Warrants to Purchase a Whole Share | 11.50 |
Class of Warrant or Right, Redemption Price of Warrants or Rights | 0.01 |
Class of Warrant or Right, Redemption, Stock Price Threshold | $ 18 |
Payments for Underwriting Expense | $ | $ 5,000,000 |
Payments For Underwriting Discount Per Share | $ 0.20 |
Deferred Underwriting Discount | $ | $ 8,750,000 |
Common Stock, Discount per Share | $ 0.35 |
IPO [Member] | |
Class of Stock [Line Items] | |
Stock Issued During Period Shares New Issues, Shares | shares | 25,000,000 |
Share Price | $ 10 |
Common Stock, Par or Stated Value Per Share | $ 0.0001 |
Related Party Transactions (Det
Related Party Transactions (Details Textual) - USD ($) | 6 Months Ended | 12 Months Ended | |||
Jun. 30, 2016 | Jun. 30, 2015 | Dec. 31, 2015 | Dec. 31, 2008 | Jun. 01, 2016 | |
Related Party Transaction [Line Items] | |||||
Equity Method Investment, Ownership Percentage | 50.00% | ||||
Stock Issued During Period Value New Issues | $ 250,000,000 | $ 10,000 | |||
Shares Issued, Price Per Share | $ 0.0018 | ||||
Escrow Deposit | $ 250,000,000 | $ 250,000,000 | |||
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right | 0.5 | ||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 5.75 | ||||
Payments of Stock Issuance Costs | $ 541,398 | $ 0 | |||
Administrative Fees Expense | $ 10,000 | ||||
Share Price | $ 10 | ||||
Notes Payable, Related Parties | $ 300,000 | ||||
Due to Related Parties, Current | $ 10,011 | $ 35,150 | |||
Debt Instrument, Convertible, Conversion Price | $ 0.50 | ||||
Stock Issued To Sponsors Lockup Period And Trading Restrictions | (i) the closing 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 | ||||
Maximum [Member] | |||||
Related Party Transaction [Line Items] | |||||
Notes Payable, Related Parties | $ 1,500,000 | ||||
Sponsor Warrants [Member] | |||||
Related Party Transaction [Line Items] | |||||
Stock Issued During Period Value New Issues | $ 7,000,000 | ||||
Shares Issued, Price Per Share | $ 0.50 | ||||
Stock Issued During Period Shares New Issues, Shares | 14,000,000 | ||||
Majority Shareholder [Member] | |||||
Related Party Transaction [Line Items] | |||||
Equity Method Investment, Ownership Percentage | 20.00% | ||||
Leucadia Sponsor [Member] | |||||
Related Party Transaction [Line Items] | |||||
Equity Method Investment, Ownership Percentage | 50.00% | ||||
Common Stock, Shares, Outstanding | 638,531 | ||||
Stock Issued During Period Value New Issues | $ 1,000 | ||||
Payments of Stock Issuance Costs | $ 2,125,000 | ||||
Common Stock, Discount on Shares | $ 3,718,750 | ||||
Stock Issued During Period Shares New Issues, Shares | 1,000 |