Waitr (ASAPQ) 10-K 30 Mar 17 2016 FY Annual report Financial data

Document And Entity Information

Document And Entity Information - USD ($)	12 Months Ended
	Dec. 31, 2016	Mar. 29, 2017	Jun. 30, 2016
Document Information [Line Items]
Document Type	10-K
Amendment Flag	false
Document Period End Date	Dec. 31, 2016
Document Fiscal Year Focus	2,016
Document Fiscal Period Focus	FY
Entity Registrant Name	Landcadia Holdings, Inc.
Entity Central Index Key	1,653,247
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	Non-accelerated Filer
Entity Public Float			$ 244,588,848
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 ($)	Dec. 31, 2016	Dec. 31, 2015
Current assets:
Cash	$ 1,063,350	$ 10,845
Prepaid expenses	153,699	0
Total current assets	1,217,049	10,845
Cash, cash equivalents and accrued interest held in trust account	250,256,735	0
Deferred offering costs	0	322,750
Total assets	251,473,784	333,595
Current liabilities:
Accounts payable and accrued liabilities	134,047	299,350
Notes and accounts payable to affiliates	0	35,150
Total current liabilities	134,047	334,500
Deferred underwriting commissions	8,750,000	0
Total liabilities	8,884,047	334,500
Class A common stock subject to possible redemption, 23,734,599 shares at redemption value of $10.01 at December 31, 2016	237,589,727	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	5,015,681	10,137
Accumulated deficit	(16,423)	(11,905)
Total stockholders' equity (deficit)	5,000,010	(905)
Total liabilities and stockholders' equity (deficit)	251,473,784	333,595
Common Class A [Member]
Common stock:
Common Stock, Value, Issued	127	0
Common Class F [Member]
Common stock:
Common Stock, Value, Issued	$ 625	$ 863

BALANCE SHEETS (Parenthetical)

BALANCE SHEETS (Parenthetical) - $ / shares	Dec. 31, 2016	Dec. 31, 2015
Temporary Equity, Shares Outstanding	23,734,599
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	23,734,599
Temporary Equity, Redemption Price Per Share	$ 10.01
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	1,265,401
Common Stock, Shares, Outstanding	1,265,401
Common Class A [Member] | Common Stock Subject to Mandatory Redemption [Member]
Temporary Equity, Shares Outstanding	23,734,599
Common Class F [Member]
Temporary Equity, Shares Outstanding
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

STATEMENTS OF OPERATIONS

STATEMENTS OF OPERATIONS - USD ($)	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014
Expenses:
General and administrative expenses	$ 261,253	$ 11,905	$ 0
Loss from operations	(261,253)	(11,905)	0
Other income and expense:
Interest income	256,735	0	0
Net loss	$ (4,518)	$ (11,905)	$ 0
Basic and diluted earnings (loss) per share:
Net loss per share	$ 0	$ 0	$ 0
Basic and diluted weighted average number of shares	7,500,028	4,852,335	3,750,000

STATEMENTS OF CHANGES IN STOCKH

STATEMENTS OF CHANGES IN STOCKHOLDER'S EQUITY (DEFICIT) - USD ($)	Total	Additional Paid-in Capital [Member]	Accumulated Deficit [Member]	Notes Receivable Affiliate [Member]	Common Class A [Member]Common Stock [Member]	Common Class F [Member]Common Stock [Member]
Balance at Dec. 31, 2013	$ 0	$ 569	$ 0	$ (1,000)	$ 0	$ 431
Balance (Shares) at Dec. 31, 2013					0	4,312,500
Net loss	0	0	0	0	$ 0	$ 0
Balance at Dec. 31, 2014	0	569	0	(1,000)	$ 0	$ 431
Balance (Shares) at Dec. 31, 2014					0	4,312,500
Class F shares issued	10,000	9,568	0	0	$ 0	$ 432
Class F shares issued (in shares)					0	4,312,500
Payment of affiliate note receivable	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					0	8,625,000
Sponsors warrants issued	7,000,000	7,000,000	0	0	$ 0	$ 0
Units issued containing Class A shares	250,000,000	249,997,500	0	0	$ 2,500	$ 0
Units issued containing Class A shares (in shares)					25,000,000	0
Underwriters commissions and offering costs	(14,404,840)	(14,404,840)	0	0	$ 0	$ 0
Class F shares returned	0	238	0	0	$ 0	$ (238)
Class F shares returned (in shares)					0	(2,375,000)
Class A shares subject to redemption	(237,589,727)	(237,587,354)	0	0	$ (2,373)	$ 0
Class A shares subject to redemption, Shares					(23,734,599)	0
Net loss	(4,518)	0	(4,518)	0	$ 0	$ 0
Balance at Dec. 31, 2016	$ 5,000,010	$ 5,015,681	$ (16,423)	$ 0	$ 127	$ 625
Balance (Shares) at Dec. 31, 2016					1,265,401	6,250,000

STATEMENTS OF CASH FLOWS

STATEMENTS OF CASH FLOWS - USD ($)	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014
Cash flows from operating activities:
Net loss	$ (4,518)	$ (11,905)	$ 0
Adjustments to reconcile net loss to net cash used in operating activities:
Trust account interest income	(256,735)	0	0
Changes in operating assets and liabilities:
(Increase) decrease in prepaid expenses and other	(153,699)	0	0
Increase (decrease) in accounts payable and accrued liabilities	124,790	4,350	0
(Decrease) increase in accounts payable to affiliates	(7,400)	7,400	0
Net cash used in operating activities	(297,562)	(155)	0
Cash flows from investing activities:
Trust account deposit	(250,000,000)	0	0
Net cash used in investing activities	(250,000,000)	0	0
Cash flows from financing activities:
Proceeds from public offering	250,000,000	0	0
Proceeds from sale of private placement warrants	7,000,000	0	0
Proceeds from sale of common stock to sponsor	0	10,000	0
Payment of underwriting discounts	(5,000,000)	0	0
Payment of offering costs	(622,183)	0	0
(Payment)/Proceeds from affiliate notes payable	(27,750)	1,000	0
Net cash provided by financing activities	251,350,067	11,000	0
Net increase in cash and cash equivalents	1,052,505	10,845	0
Cash and cash equivalents at beginning of period	10,845	0	0
Cash and cash equivalents at end of period	1,063,350	10,845	0
Non-cash financing activities:
Deferred underwriting commissions	8,750,000	0	0
Accrued offering costs	4,907	322,750	0
Initial classification of common shares subject to possible conversion	237,580,290	0	0
Change in value of common share subject to possible conversion	$ 9,437	$ 0	$ 0

Nature of Business

Nature of Business	12 Months Ended
	Dec. 31, 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 through December 31, 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”, and together with FEI Sponsor, the “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 (the “Certificate of Incorporation”) provides that, other than the withdrawal of interest to pay income taxes, and franchise 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 Certificate of Incorporation to modify the substance or timing of the Company’s obligation to redeem 100 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 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 was initially $ 10.00 250,000,000 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	12 Months Ended
	Dec. 31, 2016
Accounting Policies [Abstract]
Significant Accounting Policies [Text Block]	2. Summary of Significant Accounting Policies The 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 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. 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 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 $ 654,840 13,750,000 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 in all periods presented. Further, shares of Class A common stock subject to possible redemption have been excluded from the calculation of earnings per share for the year ended December 31, 2016, see Note 3. The Company did not have any other securities or other contracts that could, potentially, be exercised or converted into common stock that were dilutive. As a result, diluted earnings per share is the same as basic earnings per share for all periods presented. See Note 6 for further information. 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. 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 as income tax expense. No amounts were accrued for the payment of interest and penalties at December 31, 2016 and 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 considers its major tax jurisdictions to be the United States and Texas and is subject to income tax examinations by these taxing authorities. See Note 7 for further information. We have evaluated subsequent events to determine if events or transactions occurring through March 30, 2017, the date the financial statements were issued, require potential adjustment to or disclosure in the financial statements. The Company has concluded that all such events have been recognized or disclosed in the financial statements.

Stockholders' Equity

Stockholders' Equity	12 Months Ended
	Dec. 31, 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 stock split. On September 16, 2015, the Company issued 7,187,500 10,000 718,750 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 December 31, 2016, there were 25,000,000 public shares, of which 23,734,599 1,265,401 For further information on the Founders Shares and Sponsor Warrants, see Note 5.

Public Offering

Public Offering	12 Months Ended
	Dec. 31, 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	12 Months Ended
	Dec. 31, 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 22 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 after the Business Combination or (ii) the date on which the Company completes a liquidation, merger, stock exchange or other similar transaction after the Business Combination that results in all of the Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property (“Lock Up Period”). 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 prospectus relating to 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 Common Stock As a result of the public offering, Jefferies LLC, an affiliate of Leucadia Sponsor, owns 638,561 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 The Company 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 Sponsors Indemnification 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 are comprised of advances for organizational and other administrative costs to be reimbursed between the Company and its Sponsors. At December 31, 2016, there were no outstanding affiliate accounts. At December 31, 2015 the Company had notes and accounts payable to affiliates of $ 35,150 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

Earnings Per Share

Earnings Per Share	12 Months Ended
	Dec. 31, 2016
Earnings Per Share [Abstract]
Earnings Per Share [Text Block]	6. Earnings Per Share Year ended December 31, 2016 2015 2014 Numerator: Net loss - basic and diluted $ (4,518) $ (11,905) $ - Denominator: Weighted average shares - basic 7,500,028 4,852,335 3,750,000 Warrants - - - Weighted average shares – diluted 7,500,028 4,852,335 3,750,000 Basic and diluted earnings (loss) per share: Net loss per share $ (0.00) $ (0.00) $ - 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, shares of Class A common stock subject to possible redemption have been excluded from the calculation of earnings per share for the year December 31, 2016, see Note 3. Further excludes shares subject to redemption related to the over-allotment option for the year ended December 31, 2015 which were subsequently forfeited as the over-allotment option was not exercised.

Income Taxes

Income Taxes	12 Months Ended
	Dec. 31, 2016
Income Tax Disclosure [Abstract]
Income Tax Disclosure [Text Block]	7. Income Taxes For the years ended December 31, 2016 and 2015, the Company recorded no provision for income taxes or corporate taxes payable due to the net operating losses incurred in these years. The provisions for 2014 and 2015 were previously deemed immaterial, however the 2015 provision is now being presented for comparison purposes. The deferred tax assets for the years 2016 and 2015 are comprised of net operating loss carryforwards and are offset by corresponding equal amounts of changes in the valuation allowance recorded for the deferred income tax benefits. Year ended December 31, 2016 2015 Current income taxes $ - $ - Deferred income taxes (1,563) (4,476) Total benefit $ (1,563) $ (4,476) Change in valuation allowance 1,563 4,476 Income tax benefit $ - $ - Year ended December 31, 2016 2015 Deferred tax asset: Net operating loss carryforward $ 6,039 $ 4,476 Total deferred tax asset 6,039 4,476 Valuation allowance (6,039) (4,476) Deferred tax asset, net of current allowance $ - $ - As of December 31, 2016, the Company had federal net operating losses (“NOL”) of $ 16,423 2035 1,563 4,467 Year ended December 31, 2016 2015 Statutory rate (31.0) % (34.0) % State income tax, net of federal tax benefit (3.6) % (3.6) % Change in valuation allowance on deferred tax asset 34.6 % 37.6 % Total 0.0 % 0.0 %

Selected Quarterly Financial Da

Selected Quarterly Financial Data (unaudited)	12 Months Ended
	Dec. 31, 2016
Quarterly Financial Data [Abstract]
Quarterly Financial Information [Text Block]	8. Selected Quarterly Financial Data (unaudited) 2016 1st Quarter 2nd Quarter 3rd Quarter 4th Quarter General and administrative expenses $ 2,276 $ 33,965 $ 75,188 $ 149,824 Net (loss) income $ (2,276) $ (33,872) $ 32,093 $ (463) Basic and diluted earnings (loss) per share $ (0.00) $ (0.00) $ 0.00 $ (0.00) 2015 1st Quarter 2nd Quarter 3rd Quarter 4th Quarter General and administrative expenses $ - $ - $ - $ 11,905 Net loss $ - $ - $ - $ (11,905) Basic and diluted earnings (loss) per share $ - $ - $ - $ (0.00)

Summary of Significant Accoun15

Summary of Significant Accounting Policies (Policies)	12 Months Ended
	Dec. 31, 2016
Accounting Policies [Abstract]
Basis of Accounting, Policy [Policy Text Block]	Basis of Presentation The 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.
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. The Company has not experienced losses on these accounts and the Company believes that it is not exposed to significant risks on such accounts.
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 $654,840, consisted of costs incurred in connection with the preparation of the public offering. These costs, together with $13,750,000 in underwriting commissions, have been charged to additional paid-in capital upon the closing of the public offering. For further discussion on underwriting commissions see Notes 4 and 5.
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 in all periods presented. Further, shares of Class A common stock subject to possible redemption have been excluded from the calculation of earnings per share for the year ended December 31, 2016, see Note 3. The Company did not have any other securities or other contracts that could, potentially, be exercised or converted into common stock that were dilutive. As a result, diluted earnings per share is the same as basic earnings per share for all periods presented. See Note 6 for further information.
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. 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 as income tax expense. No amounts were accrued for the payment of interest and penalties at December 31, 2016 and 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 considers its major tax jurisdictions to be the United States and Texas and is subject to income tax examinations by these taxing authorities. See Note 7 for further information.
Subsequent Events, Policy [Policy Text Block]	Subsequent Events We have evaluated subsequent events to determine if events or transactions occurring through March 30, 2017, the date the financial statements were issued, require potential adjustment to or disclosure in the financial statements. The Company has concluded that all such events have been recognized or disclosed in the financial statements.

Earnings Per Share (Tables)

Earnings Per Share (Tables)	12 Months Ended
	Dec. 31, 2016
Earnings Per Share [Abstract]
Schedule of Earnings Per Share, Basic and Diluted [Table Text Block]	A reconciliation of the numerators and denominators for the basic and diluted per share amounts is as follows: Year ended December 31, 2016 2015 2014 Numerator: Net loss - basic and diluted $ (4,518) $ (11,905) $ - Denominator: Weighted average shares - basic 7,500,028 4,852,335 3,750,000 Warrants - - - Weighted average shares – diluted 7,500,028 4,852,335 3,750,000 Basic and diluted earnings (loss) per share: Net loss per share $ (0.00) $ (0.00) $ -

Income Taxes (Tables)

Income Taxes (Tables)	12 Months Ended
	Dec. 31, 2016
Income Tax Disclosure [Abstract]
Schedule of Components of Income Tax Expense (Benefit) [Table Text Block]	A reconciliation of the income tax benefit is as follows: Year ended December 31, 2016 2015 Current income taxes $ - $ - Deferred income taxes (1,563) (4,476) Total benefit $ (1,563) $ (4,476) Change in valuation allowance 1,563 4,476 Income tax benefit $ - $ -
Schedule of Deferred Tax Assets and Liabilities [Table Text Block]	The Company’s deferred tax assets are as follows: Year ended December 31, 2016 2015 Deferred tax asset: Net operating loss carryforward $ 6,039 $ 4,476 Total deferred tax asset 6,039 4,476 Valuation allowance (6,039) (4,476) Deferred tax asset, net of current allowance $ - $ -
Schedule of Effective Income Tax Rate Reconciliation [Table Text Block]	A reconciliation of the federal income tax rate to the Company’s effective tax rate is as follows: Year ended December 31, 2016 2015 Statutory rate (31.0) % (34.0) % State income tax, net of federal tax benefit (3.6) % (3.6) % Change in valuation allowance on deferred tax asset 34.6 % 37.6 % Total 0.0 % 0.0 %

Selected Quarterly Financial 18

Selected Quarterly Financial Data (unaudited) (Tables)	12 Months Ended
	Dec. 31, 2016
Quarterly Financial Information Disclosure [Abstract]
Effect of Fourth Quarter Events [Table Text Block]	Quarterly financial data for 2016 and 2015 is as follows: 2016 1st Quarter 2nd Quarter 3rd Quarter 4th Quarter General and administrative expenses $ 2,276 $ 33,965 $ 75,188 $ 149,824 Net (loss) income $ (2,276) $ (33,872) $ 32,093 $ (463) Basic and diluted earnings (loss) per share $ (0.00) $ (0.00) $ 0.00 $ (0.00) 2015 1st Quarter 2nd Quarter 3rd Quarter 4th Quarter General and administrative expenses $ - $ - $ - $ 11,905 Net loss $ - $ - $ - $ (11,905) Basic and diluted earnings (loss) per share $ - $ - $ - $ (0.00)

Nature of Business (Details Tex

Nature of Business (Details Textual) - USD ($)	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014	Jun. 01, 2016
Collaborative Arrangements and Non-collaborative Arrangement Transactions [Line Items]
Proceeds from Issuance Initial Public Offering	$ 250,000,000	$ 0	$ 0
Proceeds from Issuance of Warrants	7,000,000	$ 0	$ 0
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 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.

Summary of Significant Accoun20

Summary of Significant Accounting Policies (Details Textual)	12 Months Ended
	Dec. 31, 2016USD ($)
Accounting Polices [Line Items]
FDIC Indemnification Asset	$ 250,000
Initial Public Offering, Formation and Preparation Costs	654,840
Underwriting Commissions	$ 13,750,000

Stockholders' Equity (Details T

Stockholders' Equity (Details Textual) - USD ($)	1 Months Ended		12 Months Ended
	Apr. 27, 2016	Sep. 16, 2015	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2008
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
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			23,734,599
Stock Issued During Period, Value, New Issues				$ 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			1,265,401
Common Stock, Shares, Outstanding			1,265,401
Temporary Equity, Shares Outstanding			23,734,599
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 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
Temporary Equity, Shares Outstanding
Leucadia Sponsor [Member]
Class of Stock [Line Items]
Stock Issued During Period, Shares, New Issues					1,000
Stock Redeemed or Called During Period, Shares			718,750
Equity Method Investment, Ownership Percentage			50.00%
Common Stock, Shares, Outstanding			638,561
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		7,187,500
Stock Redeemed or Called During Period, Shares			718,750
Stock Issued During Period, Value, New Issues		$ 10,000
Founder [Member] | Common Class F [Member]
Class of Stock [Line Items]
Stock Redeemed or Called During Period, Shares			1,437,500

Public Offering (Details Textua

Public Offering (Details Textual)	12 Months Ended
	Dec. 31, 2016USD ($)$ / sharesshares
Class of Stock [Line Items]
Share Price	$ 10
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]
Class F shares issued (in 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 ($)	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2008	Jun. 01, 2016
Related Party Transaction [Line Items]
Class F shares issued		$ 10,000
Shares Issued, Price Per Share	$ 0.0018
Escrow Deposit	$ 250,000,000			$ 250,000,000
Class of Warrant or Right, Exercise Price of Warrants or Rights	$ 5.75
Administrative Fees Expense	$ 10,000
Share Price	$ 10
Notes Payable, Related Parties	$ 300,000
Due to Related Parties, Current	$ 0	$ 35,150
Debt Instrument, Convertible, Conversion Price	$ 0.50
Stock Issued To Sponsors Lockup Period And Trading Restrictions	(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
Payments for Underwriting Expense	$ 5,000,000
Maximum [Member]
Related Party Transaction [Line Items]
Notes Payable, Related Parties	1,500,000
Sponsor Warrants [Member]
Related Party Transaction [Line Items]
Class F shares issued	$ 7,000,000
Shares Issued, Price Per Share	$ 0.50
Class F shares issued (in shares)	14,000,000
Majority Shareholder [Member]
Related Party Transaction [Line Items]
Equity Method Investment, Ownership Percentage	22.00%
Leucadia Sponsor [Member]
Related Party Transaction [Line Items]
Equity Method Investment, Ownership Percentage	50.00%
Common Stock, Shares, Outstanding	638,561
Class F shares issued			$ 1,000
Common Stock, Discount on Shares	$ 3,718,750
Class F shares issued (in shares)			1,000
Payments for Underwriting Expense	$ 2,125,000

Earnings Per Share (Details)

Earnings Per Share (Details) - USD ($)	3 Months Ended								12 Months Ended
	Dec. 31, 2016	Sep. 30, 2016	Jun. 30, 2016	Mar. 31, 2016	Dec. 31, 2015	Sep. 30, 2015	Jun. 30, 2015	Mar. 31, 2015	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014
Numerator:
Net loss - basic and diluted	$ (463)	$ 32,093	$ (33,872)	$ (2,276)	$ (11,905)	$ 0	$ 0	$ 0	$ (4,518)	$ (11,905)	$ 0
Denominator:
Weighted average shares - basic									7,500,028	4,852,335	3,750,000
Warrants									0	0	0
Weighted average shares - diluted									7,500,028	4,852,335	3,750,000
Basic and diluted earnings (loss) per share:
Net loss per share	$ 0	$ 0	$ 0	$ 0	$ 0	$ 0	$ 0	$ 0	$ 0	$ 0	$ 0

Income Taxes (Details)

Income Taxes (Details) - USD ($)	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015
Current income taxes	$ 0	$ 0
Deferred income taxes	(1,563)	(4,476)
Total benefit	(1,563)	(4,476)
Change in valuation allowance	1,563	4,476
Income tax benefit	$ 0	$ 0

Income Taxes (Details 1)

Income Taxes (Details 1) - USD ($)	Dec. 31, 2016	Dec. 31, 2015
Deferred tax asset:
Net operating loss carryforward	$ 6,039	$ 4,476
Total deferred tax asset	6,039	4,476
Valuation allowance	(6,039)	(4,476)
Deferred tax asset, net of current allowance	$ 0	$ 0

Income Taxes (Details 2)

Income Taxes (Details 2)	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015
Statutory rate	(31.00%)	(34.00%)
State income tax, net of federal tax benefit	(3.60%)	(3.60%)
Change in valuation allowance on deferred tax asset	34.60%	37.60%
Total	0.00%	0.00%

Income Taxes (Details Textual)

Income Taxes (Details Textual) - USD ($)	12 Months Ended
	Dec. 31, 2016	Dec. 31, 2015
Operating Loss Carryforwards	$ 16,423
Operating Loss Carryforwards, Expiration Period	2035 years
Effective Income Tax Rate Reconciliation, Change in Deferred Tax Assets Valuation Allowance, Amount	$ 1,563	$ 4,476

Selected Quarterly Financial 29

Selected Quarterly Financial Data (unaudited) (Details) - USD ($)	3 Months Ended								12 Months Ended
	Dec. 31, 2016	Sep. 30, 2016	Jun. 30, 2016	Mar. 31, 2016	Dec. 31, 2015	Sep. 30, 2015	Jun. 30, 2015	Mar. 31, 2015	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2014
General and administrative expenses	$ 149,824	$ 75,188	$ 33,965	$ 2,276	$ 11,905	$ 0	$ 0	$ 0	$ 261,253	$ 11,905	$ 0
Net (loss) income	$ (463)	$ 32,093	$ (33,872)	$ (2,276)	$ (11,905)	$ 0	$ 0	$ 0	$ (4,518)	$ (11,905)	$ 0
Basic and diluted earnings (loss) per share	$ 0	$ 0	$ 0	$ 0	$ 0	$ 0	$ 0	$ 0	$ 0	$ 0	$ 0