Document And Entity Information
Document And Entity Information - shares | 3 Months Ended | |
Mar. 31, 2017 | May 12, 2017 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2017 | |
Document Fiscal Year Focus | 2,017 | |
Document Fiscal Period Focus | Q1 | |
Entity Registrant Name | GTY Technology Holdings Inc. | |
Entity Central Index Key | 1,682,325 | |
Current Fiscal Year End Date | --03-31 | |
Entity Filer Category | Non-accelerated Filer | |
Trading Symbol | GTYHU | |
Common Class A [Member] | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 55,200,000 | |
Common Class B [Member] | ||
Document Information [Line Items] | ||
Entity Common Stock, Shares Outstanding | 13,800,000 |
CONDENSED BALANCE SHEETS
CONDENSED BALANCE SHEETS - USD ($) | Mar. 31, 2017 | Dec. 31, 2016 |
Current assets: | ||
Cash and cash equivalents | $ 1,026,594 | $ 1,219,822 |
Prepaid expenses | 37,697 | 21,164 |
Total current assets | 1,064,291 | 1,240,986 |
Cash and cash equivalents held in Trust Account | 552,914,549 | 552,263,774 |
Total Assets | 553,978,840 | 553,504,760 |
Liabilities and Shareholders' Equity | ||
Accounts payable and accrued expenses | 143,378 | 68,739 |
Accrued expenses - related party | 50,000 | 20,000 |
Total current liabilities | 193,378 | 88,739 |
Deferred underwriting fees | 19,320,000 | 19,320,000 |
Total Liabilities | 19,513,378 | 19,408,739 |
Commitments | ||
Class A ordinary shares subject to possible redemption, $0.0001 par value; 52,946,546 and 52,909,602 shares at redemption value at March 31, 2017 and December 31, 2016, respectively | 529,465,460 | 529,096,020 |
Shareholder's Equity: | ||
Preferred shares, $0.0001 par value; 1,000,000 shares authorized; no shares issued and outstanding | 0 | 0 |
Additional paid-in capital | 4,565,012 | 4,934,449 |
Retained earnings | 433,385 | 63,943 |
Total Shareholders' Equity | 5,000,002 | 5,000,001 |
Total Liabilities and Shareholders' Equity | 553,978,840 | 553,504,760 |
Common Class A [Member] | ||
Shareholder's Equity: | ||
Common Stock, Value | 225 | 229 |
Common Class B [Member] | ||
Shareholder's Equity: | ||
Common Stock, Value | $ 1,380 | $ 1,380 |
CONDENSED BALANCE SHEETS (Paren
CONDENSED BALANCE SHEETS (Parenthetical) - $ / shares | Mar. 31, 2017 | Dec. 31, 2016 |
Preferred Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 |
Preferred Stock, Shares Authorized | 1,000,000 | 1,000,000 |
Preferred Stock, Shares Issued | 0 | 0 |
Preferred Stock, Shares Outstanding | 0 | 0 |
Temporary Equity, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 |
Temporary Equity, Shares Outstanding | 52,946,546 | 52,909,602 |
Common Class A [Member] | ||
Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 |
Common Stock, Shares Authorized | 400,000,000 | 400,000,000 |
Common Stock, Shares, Issued | 2,253,454 | 2,290,398 |
Common Stock, Shares, Outstanding | 2,253,454 | 2,290,398 |
Common Class B [Member] | ||
Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 |
Common Stock, Shares Authorized | 50,000,000 | 50,000,000 |
Common Stock, Shares, Issued | 13,800,000 | 13,800,000 |
Common Stock, Shares, Outstanding | 13,800,000 | 13,800,000 |
CONDENSED STATEMENT OF OPERATIO
CONDENSED STATEMENT OF OPERATIONS | 3 Months Ended | |
Mar. 31, 2017USD ($)$ / sharesshares | ||
General and administrative expenses | $ 281,359 | |
Loss from operations | (281,359) | |
Interest income | 650,801 | |
Net income | $ 369,442 | |
Weighted average shares outstanding | ||
Basic | shares | 16,089,988 | [1] |
Diluted | shares | 69,000,000 | |
Net earnings per share | ||
Basic | $ / shares | $ 0.02 | |
Diluted | $ / shares | $ 0.01 | |
[1] | This number excludes an aggregate of up to 52,946,546 Class A ordinary shares subject to possible redemption at March 31, 2017 |
STATEMENT OF OPERATIONS (Parent
STATEMENT OF OPERATIONS (Parenthetical) - shares | Mar. 31, 2017 | Dec. 31, 2016 |
Temporary Equity, Shares Outstanding | 52,946,546 | 52,909,602 |
CONDENSED STATEMENT OF CASH FLO
CONDENSED STATEMENT OF CASH FLOWS | 3 Months Ended |
Mar. 31, 2017USD ($) | |
Cash Flows from Operating Activities | |
Net income | $ 369,442 |
Adjustments to reconcile net income to net cash used in operating activities: | |
Interest earned on cash and cash equivalents held in Trust Account | (650,776) |
Changes in operating assets and liabilities: | |
Prepaid expenses | (16,533) |
Accounts payable | 74,639 |
Accrued expenses - related party | 30,000 |
Net cash used in operating activities | (193,228) |
Cash Flows from Financing Activities | |
Net change in cash and cash equivalents | (193,228) |
Cash and cash equivalents - beginning of the period | 1,219,822 |
Cash and cash equivalents - ending of the period | 1,026,594 |
Supplemental disclosure of noncash investing and financing activities: | |
Change in value of Class A ordinary shares subject to possible redemption | $ 369,440 |
Organization and Business Opera
Organization and Business Operations | 3 Months Ended |
Mar. 31, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization, Consolidation and Presentation of Financial Statements Disclosure [Text Block] | Note 1. Organization and Business Operations GTY Technology Holdings Inc. (the “Company”) is blank check company incorporated in the Cayman Islands on August 11, 2016. The Company was formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses that the Company has not yet identified (“business combination”). Although the Company is not limited to a particular industry or geographic region for purposes of consummating a business combination, the Company intends to focus on the technology industry, including software and services. All activities through March 31, 2017 relates to the Company’s formation and the initial public offering (the “initial public offering”) and, since the closing of the initial public offering, a search for a business combination candidate described below. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. The registration statement for the Company’s initial public offering was declared effective on October 26, 2016. The Company consummated the initial public offering of 55,200,000 7,200,000 underwriters’exercise of their over-allotment option in full (“units” and, with respect to the Class A ordinary shares included in the units being offered, the “public shares”) at $ 10.00 552 31 30.4 11.04 19.32 Simultaneously with the closing of the initial public offering, the Company consummated the private placement (“private placement”) of 8,693,334 1.50 13.04 Upon the closing of the initial public offering and private placement on November 1, 2016, $ 552 The Company’s management has broad discretion with respect to the specific application of the net proceeds of its initial public offering and private placement warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a business combination. There is no assurance that the Company will be able to complete a business combination successfully. The Company must complete one or more initial business combinations having an aggregate fair market value of at least 80 50 The Company will provide its holders of the outstanding Class A ordinary shares sold in the initial public offering (“public shareholders”) with the opportunity to redeem all or a portion of their public shares upon the completion of a business combination either (i) in connection with a shareholder meeting called to approve the business combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a business combination or conduct a tender offer will be made by the Company, solely in its discretion. The public shareholders will be entitled to redeem their public shares for a pro rata portion of the amount then in the Trust Account (initially approximately $10.00 per share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). The per-share amount to be distributed to public shareholders who redeem their public shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters (as discussed in Note 5). These public shares will be recorded at a redemption value and classified as temporary equity upon the completion of the initial public offering, in accordance with Accounting Standards Codification (“ASC”) Topic 480 “ Distinguishing Liabilities from Equity 5,000,001 Notwithstanding the foregoing, the Company’s second amended and restated memorandum and articles of association provides that a public shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 20 The Company’s Sponsor, officers and directors (the “initial shareholders”) have agreed not to propose an amendment to the Company’s second amended and restated memorandum and articles of association that would affect the substance or timing of the Company’s obligation to redeem 100 If the Company is unable to complete a business combination within 24 months from the closing of the initial public offering (the “Combination Period”), the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no more than ten business days thereafter, redeem 100% of the outstanding public shares which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any), subject to applicable law and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining shareholders and the Company’s board of directors, proceed to commence a voluntary liquidation and thereby a formal dissolution of the Company, subject in each case to its obligations to provide for claims of creditors and the requirements of applicable law. In connection with the redemption of 100% of the Company’s outstanding public shares for a portion of the funds held in the Trust Account, each holder will receive a full pro rata portion of the amount then in the Trust Account, plus any pro rata interest earned on the funds held in the Trust Account (less up to $ 100,000 The initial shareholders have agreed to waive their liquidation rights with respect to the founder shares if the Company fails to complete a business combination within the Combination Period. However, if the initial shareholders should acquire public shares in or after the initial public offering, they will be entitled to liquidating distributions from the Trust Account with respect to such public shares if the Company fails to complete a business combination within the Combination Period. The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 5) held in the Trust Account in the event the Company does not complete a business combination within in the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Company’s public shares. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be only $ 10.00 10.00 On November 9, 2016, the Company announced that, commencing November 14, 2016, holders of the units sold in the Company’s initial public offering may elect to separately trade the Class A ordinary shares and warrants included in the units. The Class A ordinary shares and warrants that are separated trade on The NASDAQ Capital Market (“NASDAQ”) under the symbols “GTYH” and “GTYHW,” respectively. Units that are not separated continue to trade on NASDAQ under the symbol “GTYHU.” Liquidity As of March 31, 2017, the Company had a balance of cash and cash equivalents of approximately $ 1.0 915,000 The Company intends to use substantially all of the funds held in the Trust Account, including any amounts representing interest earned on the Trust Account (less taxes payable and deferred underwriting commissions) to complete its initial business combination. To the extent that the Company’s equity or debt is used, in whole or in part, as consideration to complete the initial business combination, the remaining proceeds held in the Trust Account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue its growth strategies. Based on the foregoing, management believes that the Company will have sufficient working capital to meet the Company's needs for the next twelve months. Over this time period, the Company will be using these funds for paying existing accounts payable, identifying and evaluating prospective acquisition candidates, performing business due diligence on prospective target businesses, traveling to and from the offices, plants or similar locations of prospective target businesses, reviewing corporate documents and material agreements of prospective target businesses, selecting the target business to acquire and structuring, negotiating and consummating the business combination. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2017 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies [Text Block] | Note 2. Summary of Significant Accounting Policies The accompanying unaudited condensed financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the SEC. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP. In the opinion of management, the unaudited interim condensed financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the periods presented. Operating results for the three months ended March 31, 2017 are not necessarily indicative of the results that may be expected for the year ended December 31, 2017, or any future period. These unaudited condensed financial statements should be read in conjunction with the audited financial statements contained in the Company’s Annual Report on Form 10-K filed with the SEC on March 24, 2017. The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart our Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accountant standards used. The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The amounts held in the Trust Account represent substantially all of the proceeds of the initial public offering and are classified as restricted assets since such amounts can only be used by the Company in connection with the consummation of a business combination. As of March 31, 2017, cash and marketable securities, which classified as trading securities, held in the Trust Account consisted of approximately $ 553 400 915,000 Financial instruments that potentially subject the Company to concentration of credit risk consist of cash accounts in a financial institution which, at times may exceed the Federal depository insurance coverage of $ 250,000 The preparation of the balance sheet in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the balance sheet. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the balance sheet, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. Offering costs consisting of legal, accounting, underwriting fees and other costs incurred through the balance sheet date that were directly related to the initial public offering totaled approximately $ 31 19.32 The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480 “ Distinguishing Liabilities from Equity 52,946,546 52,909,602 Net income per share is computed by dividing net loss by the weighted-average number of ordinary shares outstanding during the period. An aggregate of 52,946,546 Class A ordinary shares subject to possible redemption at March 31, 2017 have been excluded from the calculation of basic income per ordinary share since such shares, if redeemed, only participate in their pro rata share of the trust earnings. The Company has not considered the effect of the warrants sold in the initial public offering (including the consummation of the over-allotment) and Private Placement to purchase an aggregate of 27,093,334 Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: · Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets; · Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and · Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. ASC 820, Fair Value Measurement and Disclosures Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements. The Company evaluates events that have occurred after the balance sheet date through the date, the financial statements were issued. |
Initial Public Offering
Initial Public Offering | 3 Months Ended |
Mar. 31, 2017 | |
Stockholders' Equity Note [Abstract] | |
Initial Public Offering [Text Block] | Note 3. Initial Public Offering On November 1, 2016, the Company sold 55,200,000 10.00 7,200,000 11.50 The Company incurred offering costs of approximately $ 31 30.36 11.04 19.32 |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2017 | |
Related Party Transactions [Abstract] | |
Related Party Transactions Disclosure [Text Block] | Note 4. Related Party Transactions Founder Shares The Company initially issued 8,625,000 11,500,000 13,800,000 25,000 The initial shareholders have agreed not to transfer, assign or sell any of the founder shares (except to certain permitted transferees) until the earlier to occur of (i) one year after the completion of a business combination, or earlier if, subsequent to a business combination, the closing price of the Class A ordinary shares equals or exceeds $ 12.00 Private Placement Warrants Concurrently with the closing of the initial public offering, the Sponsor purchased an aggregate of 8,693,334 1.50 13.04 Each private placement warrant is exercisable to purchase one Class A ordinary share at $ 11.50 Due to Related Party The Company’s Sponsor loaned the Company in the form of a promissory note up to $ 200,000 In addition, in order to finance transaction costs in connection with a business combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a business combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. In the event that a business combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. The Working Capital Loans would either be repaid upon consummation of a business combination, without interest, or, at the lender’s discretion, up to $1.5 million of such Working Capital Loans may be convertible into warrants of the post business combination entity at a price of $1.50 per warrant. The warrants would be identical to the private placement warrants. Administrative Service Fee The Company has agreed, commencing on the effective date of the initial public offering through the earlier of the Company’s consummation of a business combination and its liquidation, to reimburse the Sponsor in an amount not to exceed $ 10,000 30,000 |
Commitments
Commitments | 3 Months Ended |
Mar. 31, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments Disclosure [Text Block] | Note 5. Commitments Registration Rights The holders of the founder shares and private placement warrants and warrants that maybe issued upon conversion of Working Capital Loans (and any Class A ordinary shares issuable upon the exercise of the private placement warrants and warrants that may be issued upon conversion of Working Capital Loans) will be entitled to registration rights pursuant to a registration rights agreement to be signed prior to or on the effective date of the initial public offering. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the consummation of a business combination. However, the registration rights agreement provides that the Company will not permit any registration statement filed under the Securities Act to become effective until termination of the applicable Lock-Up Period. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The Company granted the underwriters a 45-day option from October 26, 2016 to purchase up to 7,200,000 The Company paid an underwriting discount of $ 0.20 11.04 0.35 19.32 |
Shareholders' Equity
Shareholders' Equity | 3 Months Ended |
Mar. 31, 2017 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity Note Disclosure [Text Block] | Note 6. Shareholders’ Equity Class A Ordinary Shares - The Company is authorized to issue 400,000,000 0.0001 55,200,000 52,946,546 Class B Ordinary Shares - The Company is authorized to issue 50,000,000 shares of Class B ordinary shares with a par value of $0.0001 per share. Holders of the Company’s Class B ordinary shares are entitled to one vote for each share. Prior to the initial business combination, only holders of Class B ordinary shares will have the right to vote on the election of directors. Holders of Class A ordinary shares will not be entitled to vote on the election of directors during such time. These provisions of the Company’s second amended and restated memorandum and articles of association may only be amended by a special resolution passed by a majority of at least 90% of the Company’s ordinary shares voting in a general meeting. Holders of Class A ordinary shares and Class B ordinary shares will vote together as a single class on all other matters submitted to a vote of shareholders except as required by law. As of March 31, 2017 and December 31, 2016, the Company has 13,800,000 Preferred Shares 1,000,000 0.0001 Warrants - The public warrants may only be exercised for a whole number of shares. No fractional public warrants will be issued upon separation of the units and only whole public warrants will trade. The public warrants will become exercisable on the later of (a) 30 days after the completion of a business combination or (b) 12 months from the closing of the initial public offering; provided in each case that the Company has an effective registration statement under the Securities Act covering the Class A ordinary shares issuable upon exercise of the public warrants and a current prospectus relating to them is available (or the Company permits holders to exercise their public warrants on a cashless basis and such cashless exercise is exempt from registration under the Securities Act). The Company has agreed that as soon as practicable, but in no event later than 15 business days, after the closing of a business combination, the Company will use its best efforts to file with the SEC a registration statement for the registration, under the Securities Act, of the Class A ordinary shares issuable upon exercise of the public warrants. The Company will use its best efforts to cause the same to become effective and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration of the public warrants in accordance with the provisions of the warrant agreement. If a registration statement covering the Class A ordinary shares issuable upon exercise of the warrants is not effective by the sixtieth (60 th The private placement warrants are identical to the public warrants underlying the units sold in the initial public offering, except that the private placement warrants and the Class A ordinary shares issuable upon exercise of the private placement warrants will not be transferable, assignable or salable until 30 days after the completion of a business combination, subject to certain limited exceptions. Additionally, the private placement warrants will be non-redeemable so long as they are held by the initial purchasers or such purchasers’ permitted transferees. If the private placement warrants are held by someone other than the initial shareholders or their permitted transferees, the private placement warrants will be redeemable by the Company and exercisable by such holders on the same basis as the public warrants. The Company may call the public warrants for redemption (except with respect to the private placement warrants): ⋅ in whole and not in part; ⋅ at a price of $ 0.01 ⋅ upon a minimum of 30 days prior written notice of redemption; and ⋅ if, and only if, the last reported closing price of the ordinary shares equals or exceeds $ 18.00 If the Company calls the public warrants for redemption, management will have the option to require all holders that wish to exercise the public warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of Class A ordinary shares issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a share dividend, or recapitalization, reorganization, merger or consolidation. However, the warrants will not be adjusted for issuance of Class A ordinary shares at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the warrants shares. If the Company is unable to complete a business combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless. |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2017 | |
Fair Value Disclosures [Abstract] | |
Fair Value Disclosures [Text Block] | Note 7. Fair Value Measurements The following table presents information about the Company’s assets that are measured on a recurring basis as of March 31, 2017 and December 31, 2016 and indicates the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value. March 31, 2017 Quoted Prices Significant Other Significant Other in Active Markets Observable Inputs Unobservable Inputs Description (Level 1) (Level 2) (Level 3) Cash and cash equivalents held in Trust Account $ 552,914,549 $ - $ - December 31, 2016 Quoted Prices Significant Other Significant Other in Active Markets Observable Inputs Unobservable Inputs Description (Level 1) (Level 2) (Level 3) Cash and cash equivalents held in Trust Account $ 552,263,774 $ - $ - Approximately $ 400 |
Summary of Significant Accoun14
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2017 | |
Accounting Policies [Abstract] | |
Basis of Accounting, Policy [Policy Text Block] | Basis of Presentation The accompanying unaudited condensed financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the SEC. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP. In the opinion of management, the unaudited interim condensed financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the periods presented. Operating results for the three months ended March 31, 2017 are not necessarily indicative of the results that may be expected for the year ended December 31, 2017, or any future period. These unaudited condensed financial statements should be read in conjunction with the audited financial statements contained in the Company’s Annual Report on Form 10-K filed with the SEC on March 24, 2017. |
Start-up Activities, Cost Policy [Policy Text Block] | Emerging Growth Company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart our Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved. Further, section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accountant standards used. |
Cash and Cash Equivalents, Unrestricted 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 and Cash Equivalents, Restricted Cash and Cash Equivalents, Policy [Policy Text Block] | Cash and Cash Equivalents Held in Trust Account The amounts held in the Trust Account represent substantially all of the proceeds of the initial public offering and are classified as restricted assets since such amounts can only be used by the Company in connection with the consummation of a business combination. As of March 31, 2017, cash and marketable securities, which classified as trading securities, held in the Trust Account consisted of approximately $ 553 400 915,000 |
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 in a financial institution which, at times may exceed the Federal depository insurance coverage of $ 250,000 |
Use of Estimates, Policy [Policy Text Block] | Use of Estimates The preparation of the balance sheet in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the balance sheet. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the balance sheet, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from those estimates. |
Offering Costs [Policy Text Block] | Offering Costs Offering costs consisting of legal, accounting, underwriting fees and other costs incurred through the balance sheet date that were directly related to the initial public offering totaled approximately $ 31 19.32 |
Shares Subject to Mandatory Redemption, Changes in Redemption Value, Policy [Policy Text Block] | The Company accounts for its Class A ordinary shares subject to possible redemption in accordance with the guidance in ASC Topic 480 “ Distinguishing Liabilities from Equity 52,946,546 52,909,602 |
Earnings Per Share, Policy [Policy Text Block] | Net Income per Share Net income per share is computed by dividing net loss by the weighted-average number of ordinary shares outstanding during the period. An aggregate of 52,946,546 Class A ordinary shares subject to possible redemption at March 31, 2017 have been excluded from the calculation of basic income per ordinary share since such shares, if redeemed, only participate in their pro rata share of the trust earnings. The Company has not considered the effect of the warrants sold in the initial public offering (including the consummation of the over-allotment) and Private Placement to purchase an aggregate of 27,093,334 |
Fair Value Measurement, Policy [Policy Text Block] | Fair Value Measurements Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include: · Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets; · Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and · Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. ASC 820, Fair Value Measurement and Disclosures |
New Accounting Pronouncements, Policy [Policy Text Block] | Recent Accounting Pronouncements Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements. |
Subsequent Events, Policy [Policy Text Block] | The Company evaluates events that have occurred after the balance sheet date through the date, the financial statements were issued. |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Disclosure Text Block [Abstract] | |
Fair Value, Liabilities Measured on Recurring and Nonrecurring Basis [Table Text Block] | The following table presents information about the Company’s assets that are measured on a recurring basis as of March 31, 2017 and December 31, 2016 and indicates the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value. March 31, 2017 Quoted Prices Significant Other Significant Other in Active Markets Observable Inputs Unobservable Inputs Description (Level 1) (Level 2) (Level 3) Cash and cash equivalents held in Trust Account $ 552,914,549 $ - $ - December 31, 2016 Quoted Prices Significant Other Significant Other in Active Markets Observable Inputs Unobservable Inputs Description (Level 1) (Level 2) (Level 3) Cash and cash equivalents held in Trust Account $ 552,263,774 $ - $ - |
Organization and Business Ope16
Organization and Business Operations (Details Textual) - USD ($) | Nov. 01, 2016 | Mar. 31, 2017 | Dec. 31, 2016 | Oct. 26, 2016 |
Organization and Business Operations [Line Items] | ||||
Proceeds from Issuance Initial Public Offering | $ 552,000,000 | |||
Stock Offering Cost | 31,000,000 | |||
Deferred Offering Costs | $ 19,320,000 | |||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 1.50 | |||
Temporary Equity Redemption, Restricted Percentage of Shares From Redemption | 20.00% | |||
Percentage of Public Shares To Be Redeemed | 100.00% | |||
Taxes Payable | $ 100,000 | |||
Dividend Distribution Terms, Description | In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be only $10.00 per share initially held in the Trust Account. In order to protect the amounts held in the Trust Account, our sponsor has agreed to be liable to the Company if and to the extent any claims by a third party (other than the Company's independent public accountants) for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a written letter of intent, confidentiality or other similar agreement or business combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per public share and (ii) the actual amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per public share due to reductions in the value of the trust assets, less taxes payable. | |||
Cash and Cash Equivalents, at Carrying Value | $ 1,026,594 | $ 1,219,822 | ||
Assets Held-in-trust, Current | $ 915,000 | |||
GTY Investors, LLC [Member] | ||||
Organization and Business Operations [Line Items] | ||||
Shares Issued, Price Per Share | $ 10 | |||
Business Combination Aggregate Fair Market Value On Assets Held In Trust, Percentage | 80.00% | |||
Equity Method Investment, Ownership Percentage | 50.00% | |||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Assets | $ 5,000,001 | |||
IPO [Member] | ||||
Organization and Business Operations [Line Items] | ||||
Stock Issued During Period, Shares, New Issues | 55,200,000 | |||
Shares Issued, Price Per Share | $ 10 | |||
Proceeds from Issuance Initial Public Offering | $ 552,000,000 | |||
Stock Offering Cost | $ 31,000,000 | |||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 11.50 | $ 11.50 | ||
Over-Allotment Option [Member] | ||||
Organization and Business Operations [Line Items] | ||||
Stock Issued During Period, Shares, New Issues | 7,200,000 | |||
Payments for Underwriting Expense | $ 11,040,000 | |||
Deferred Offering Costs | 19,320,000 | |||
Underwriting Fees | $ 30,400,000 | |||
Private Placement [Member] | ||||
Organization and Business Operations [Line Items] | ||||
Class of Warrant or Right, Number of Warrants Issued | 8,693,334 | |||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 1.50 | |||
Proceeds from Issuance of Warrants | $ 13,040,000 |
Summary of Significant Accoun17
Summary of Significant Accounting Policies (Details Textual) - USD ($) | Nov. 01, 2016 | Mar. 31, 2017 | Dec. 31, 2016 |
Deferred Offering Costs | $ 19,320,000 | ||
Stock Offering Cost | $ 31,000,000 | ||
Marketable Securities, Restricted, Noncurrent | $ 552,914,549 | $ 552,263,774 | |
Restricted Cash and Cash Equivalents, Noncurrent | 400 | $ 900 | |
Cash, FDIC Insured Amount | $ 250,000 | ||
Temporary Equity, Shares Outstanding | 52,946,546 | 52,909,602 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 27,093,334 | ||
Assets Held-in-trust, Current | $ 915,000 |
Initial Public Offering (Detail
Initial Public Offering (Details Textual) - USD ($) $ / shares in Units, $ in Thousands | Nov. 01, 2016 | Mar. 31, 2017 | Oct. 26, 2016 |
Initial Public Offering [Line Items] | |||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 1.50 | ||
Deferred Offering Costs | $ 19,320 | ||
Stock Offering Cost | $ 31,000 | ||
IPO [Member] | |||
Initial Public Offering [Line Items] | |||
Stock Issued During Period, Shares, New Issues | 55,200,000 | ||
Shares Issued, Price Per Share | $ 10 | ||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 11.50 | $ 11.50 | |
Stock Offering Cost | $ 31,000 | ||
Over-Allotment Option [Member] | |||
Initial Public Offering [Line Items] | |||
Stock Issued During Period, Shares, New Issues | 7,200,000 | ||
Payments for Underwriting Expense | $ 11,040 | ||
Deferred Offering Costs | 19,320 | ||
Underwriting fees | $ 30,400 |
Related Party Transactions (Det
Related Party Transactions (Details Textual) - USD ($) | Nov. 01, 2016 | Oct. 31, 2016 | Aug. 31, 2016 | Mar. 31, 2017 | Dec. 31, 2016 | Oct. 26, 2016 | Oct. 14, 2016 |
Related Party Transaction [Line Items] | |||||||
Stock Issued During Period, Shares, Issued for Services | 25,000 | ||||||
Share Price | $ 18 | ||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 1.50 | ||||||
Debt Conversion, Original Debt, Amount | $ 1,500,000 | ||||||
Related Party Transaction, Expenses from Transactions with Related Party | 30,000 | ||||||
Administrative Fees Expense | 10,000 | ||||||
Promissory Note [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 200,000 | ||||||
Common Class B [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Stock Issued During Period, Shares, Issued for Services | 8,625,000 | ||||||
Common Stock, Shares, Outstanding | 13,800,000 | 13,800,000 | 13,800,000 | 11,500,000 | |||
Common Class A [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Common Stock, Shares, Outstanding | 2,253,454 | 2,290,398 | |||||
Share Price | $ 12 | ||||||
IPO [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 11.50 | $ 11.50 | |||||
Private Placement [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Class of Warrant or Right, Number of Warrants Issued | 8,693,334 | ||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 1.50 | ||||||
Proceeds from Issuance of Warrants | $ 13,040,000 |
Commitments (Details Textual)
Commitments (Details Textual) - Over-Allotment Option [Member] $ / shares in Units, $ in Thousands | Nov. 01, 2016USD ($)$ / sharesshares |
Commitments [Line Items] | |
Underwriting Discount Paid Per Unit | $ / shares | $ 0.20 |
Underwriting Discount Payable Per Unit | $ / shares | $ 0.35 |
Deferred Underwriting fees Payable | $ | $ 19,320 |
Payments for Underwriting Expense | $ | $ 11,040 |
Stock Issued During Period, Shares, New Issues | shares | 7,200,000 |
Shareholders' Equity (Details T
Shareholders' Equity (Details Textual) - $ / shares | 3 Months Ended | |||
Mar. 31, 2017 | Dec. 31, 2016 | Oct. 26, 2016 | Oct. 14, 2016 | |
Class of Stock [Line Items] | ||||
Preferred Stock, Shares Authorized | 1,000,000 | 1,000,000 | ||
Preferred Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 | ||
Call Price Per Warrant | $ 0.01 | |||
Common Stock, Voting Rights | These provisions of the Company’s second amended and restated memorandum and articles of association may only be amended by a special resolution passed by a majority of at least 90% of the Company’s ordinary shares voting in a general meeting. | |||
Share Price | $ 18 | |||
Temporary Equity, Shares Outstanding | 52,946,546 | 52,909,602 | ||
Temporary Equity, Shares Issued | 55,200,000 | |||
Common Class A [Member] | ||||
Class of Stock [Line Items] | ||||
Common Stock, Shares Authorized | 400,000,000 | 400,000,000 | ||
Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 | ||
Common Stock, Shares, Issued | 2,253,454 | 2,290,398 | ||
Common Stock, Shares, Outstanding | 2,253,454 | 2,290,398 | ||
Share Price | $ 12 | |||
Common Class B [Member] | ||||
Class of Stock [Line Items] | ||||
Common Stock, Shares Authorized | 50,000,000 | 50,000,000 | ||
Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 | ||
Common Stock, Shares, Issued | 13,800,000 | 13,800,000 | ||
Common Stock, Shares, Outstanding | 13,800,000 | 13,800,000 | 13,800,000 | 11,500,000 |
Fair Value Measurements (Detail
Fair Value Measurements (Details) - Fair Value, Measurements, Recurring [Member] - USD ($) | Mar. 31, 2017 | Dec. 31, 2016 |
Fair Value, Inputs, Level 1 [Member] | ||
Cash and cash equivalents held in Trust Account | $ 552,914,549 | $ 552,263,774 |
Fair Value, Inputs, Level 2 [Member] | ||
Cash and cash equivalents held in Trust Account | 0 | 0 |
Fair Value, Inputs, Level 3 [Member] | ||
Cash and cash equivalents held in Trust Account | $ 0 | $ 0 |
Fair Value Measurements (Deta23
Fair Value Measurements (Details Textual) - USD ($) | Mar. 31, 2017 | Dec. 31, 2016 |
Restricted Cash and Cash Equivalents, Noncurrent | $ 400 | $ 900 |