LEVY ACQUISITION CORP, 10-Q filed on 11/14/2014
Quarterly Report
Document And Entity Information
9 Months Ended
Sep. 30, 2014
Nov. 13, 2014
Document Information [Line Items]
 
 
Entity Registrant Name
Levy Acquisition Corp 
 
Entity Central Index Key
0001585583 
 
Current Fiscal Year End Date
--12-31 
 
Entity Filer Category
Non-accelerated Filer 
 
Trading Symbol
LEVYU 
 
Entity Common Stock, Shares Outstanding
 
18,750,000 
Document Type
10-Q 
 
Amendment Flag
false 
 
Document Period End Date
Sep. 30, 2014 
 
Document Fiscal Period Focus
Q3 
 
Document Fiscal Year Focus
2014 
 
Condensed Interim Balance Sheets (USD $)
Sep. 30, 2014
Dec. 31, 2013
Current assets:
 
 
Cash
$ 519,825 
$ 1,078,466 
Prepaid expenses
4,000 
7,908 
Prepaid insurance
84,571 
101,485 
Total current assets
608,396 
1,187,859 
Noncurrent assets:
 
 
Prepaid insurance
0 
59,199 
Investments held in trust
150,045,323 
150,035,663 
Total assets
150,653,719 
151,282,721 
Current liabilities:
 
 
Franchise tax payable
119,731 
25,448 
Accrued operating expenses and accounts payable
115,548 
45,697 
Total current liabilities
235,279 
71,145 
Deferred underwriter compensation
5,250,000 
5,250,000 
Total liabilities
5,485,279 
5,321,145 
Commitment and contingencies:
   
   
Common stock subject to possible redemption: 14,016,843 and 14,096,157 shares (at redemption value) as of September 30, 2014 and December 31, 2013, respectively
140,168,430 
140,961,566 
Stockholders' equity:
 
 
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding
0 
0 
Common stock, $0.0001 par value; 400,000,000 shares authorized; 4,733,157 and 4,653,843 shares issued and outstanding at September 30, 2014 and December 31, 2013, respectively
473 
465 
Additional paid-in capital
5,912,063 
5,118,936 
Deficit accumulated during the development stage
(912,526)
(119,391)
Total stockholders' equity
5,000,010 
5,000,010 
Total liabilities and stockholders' equity
$ 150,653,719 
$ 151,282,721 
Condensed Interim Balance Sheets (Parenthetical) (USD $)
Sep. 30, 2014
Dec. 31, 2013
Temporary Equity, Shares Issued
14,016,843 
14,096,157 
Preferred Stock, Par or Stated Value Per Share
$ 0.0001 
$ 0.0001 
Preferred Stock, Shares Authorized
1,000,000 
1,000,000 
Preferred Stock, Shares Issued
0 
0 
Preferred Stock, Shares Outstanding
0 
0 
Common Stock, Par or Stated Value Per Share
$ 0.0001 
$ 0.0001 
Common Stock, Shares Authorized
400,000,000 
400,000,000 
Common Stock, Shares, Issued
4,733,157 
4,653,843 
Common Stock, Shares, Outstanding
4,733,157 
4,653,843 
Condensed Interim Statements of Operations (USD $)
2 Months Ended 3 Months Ended 9 Months Ended 14 Months Ended
Sep. 30, 2013
Sep. 30, 2014
Sep. 30, 2014
Sep. 30, 2014
Revenue
$ 0 
$ 0 
$ 0 
$ 0 
Formation, general & administrative costs
15,844 
222,286 
699,045 
816,169 
Loss from operations
(15,844)
(222,286)
(699,045)
(816,169)
Other income (expense):
 
 
 
 
Interest income
0 
10,660 
50,428 
86,091 
State franchise taxes, other than income taxes
0 
(45,000)
(135,000)
(160,448)
Total other income
0 
(34,340)
(84,572)
(74,357)
Loss before income tax expense
(15,844)
(256,626)
(783,617)
(890,526)
Income tax expense
0 
0 
(9,518)
(22,000)
Net loss attributable to common shares
$ (15,844)
$ (256,626)
$ (793,135)
$ (912,526)
Weighted average number of common shares outstanding, excludes shares subject to possible redemption - basic and diluted (in shares)
4,312,500 
4,733,157 
4,733,157 
4,619,331 
Net loss per common share, excludes shares subject to possible redemption - basic and diluted (in dollars per share)
$ 0.00 
$ (0.05)
$ (0.17)
$ (0.20)
Condensed Interim Statement of Stockholders' Equity (USD $)
Total
Common Stock [Member]
Additional Paid-in Capital [Member]
Accumulated Deficit during Development Stage [Member]
Balance at Aug. 01, 2013
 
   
 
 
Balance (in shares) at Aug. 01, 2013
 
   
 
 
Sale of common stock issued to initial stockholder on August 5, 2013 at approximately $0.006 per share
25,000 
431 
24,569 
0 
Sale of common stock issued to initial stockholder on August 5, 2013 at approximately $0.006 per share (in shares)
 
4,312,500 
 
 
Sale on November 19, 2013 of 15,000,000 units at $10 per unit
150,000,000 
1,500 
149,998,500 
 
Sale on November 19, 2013 of 15,000,000 units at $10 per unit (in shares)
 
15,000,000 
 
 
Underwriters' discount and offering expenses
(8,694,033)
 
(8,694,033)
 
Sale on November 19, 2013 of 4,750,000 private placement warrants
4,750,000 
 
4,750,000 
 
Proceeds subject to possible redemption of 14,108,096 ordinary shares
(141,080,957)
(1,411)
(141,079,546)
 
Proceeds subject to possible redemption of 14,108,096 ordinary shares (in shares)
 
(14,108,096)
 
 
Sponsor shares forfeited
 
(56)
56 
 
Sponsor shares forfeited (in shares)
 
(562,500)
 
 
Change in proceeds subject to possible redemption of ordinary shares at redemption value
119,391 
1 
119,390 
 
Change in proceeds subject to possible redemption of ordinary shares at redemption value (in shares)
 
11,939 
 
 
Net loss attributable to ordinary shares not subject to possible redemption
(119,391)
 
 
(119,391)
Balance at Dec. 31, 2013
5,000,010 
465 
5,118,936 
(119,391)
Balance (in shares) at Dec. 31, 2013
 
4,653,843 
 
 
Change in proceeds subject to possible redemption of ordinary shares at redemption value
793,135 
8 
793,127 
 
Change in proceeds subject to possible redemption of ordinary shares at redemption value (in shares)
 
79,314 
 
 
Net loss attributable to ordinary shares not subject to possible redemption
(793,135)
 
 
(793,135)
Balance at Sep. 30, 2014
$ 5,000,010 
$ 473 
$ 5,912,063 
$ (912,526)
Balance (in shares) at Sep. 30, 2014
 
4,733,157 
 
 
Condensed Interim Statement of Stockholders' Equity (Parenthetical) (USD $)
5 Months Ended 9 Months Ended
Dec. 31, 2013
Sep. 30, 2014
Equity Issuance Per Share Amount
$ 0.006 
 
Stock Units Issued
15,000,000 
150,000 
Stock Units Issued, Price Per Unit
10 
0.55 
Warrants Issued
4,750,000 
   
Temporary Equity, Accretion to Redemption Value
 
   
Common Stock [Member]
 
 
Temporary Equity, Accretion to Redemption Value
$ 14,108,096 
 
Ordinary Shares Subject To Possible Redemption
11,939 
79,314 
Condensed Interim Statements of Cash Flows (USD $)
9 Months Ended 14 Months Ended
Sep. 30, 2014
Sep. 30, 2014
Cash flows from operating activities:
 
 
Net loss attributable to common shares
$ (793,135)
$ (912,526)
Changes in operating assets and liabilities
 
 
Accrued interest income
(9,661)
(45,324)
Accrued expenses
69,851 
115,548 
Prepaid insurance
76,113 
(84,571)
Prepaid expenses
3,908 
(4,000)
Franchise tax payable
94,283 
119,731 
Net cash used in operating activities
(558,641)
(811,142)
Cash flows from investing activities:
 
 
Principal deposited in Trust Account
0 
(150,000,000)
Cash flow from financing activities:
 
 
Proceeds from sale of common stock to Sponsor
0 
25,000 
Net proceeds from Public Offering, after payment of upfront underwriting fee
0 
147,000,000 
Net proceeds from private placement warrants
0 
4,750,000 
Payment of offering expenses
0 
(444,033)
Net cash provided by financing activities
0 
151,330,967 
Net increase (decrease) in cash
(558,641)
519,825 
Cash at beginning of the period
1,078,466 
0 
Cash at end of the period
519,825 
519,825 
Supplemental disclosure of non-cash financing activities:
 
 
Deferred underwriting commissions
$ 0 
$ 5,250,000 
Basis of Presentation of Interim Financial Information
Business Description and Basis of Presentation [Text Block]
1.
Basis of Presentation of Interim Financial Information
 
The accompanying unaudited interim financial statements of Levy Acquisition Corp. (a corporation in the development stage) (the “Company”) should be read in conjunction with the audited financial statements and notes thereto included in the Company’s Annual Report on Form 10-K filed with the U.S. Securities and Exchange Commission (the “SEC”) on March 31, 2014. The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 and Article 10 of Regulation S-X. Accordingly, since they are interim statements, the accompanying financial statements do not include all of the information and notes required by GAAP for a complete financial statement presentation. In the opinion of management, the interim financial statements reflect all adjustments (consisting of normal, recurring adjustments) that are necessary for a fair presentation of the financial position, results of operations and cash flows for the interim periods presented. Interim results are not necessarily indicative of results for a full year.
 
While preparing its financial statements for the six months ended June 30, 2014, the Company identified and corrected an error related to the accounting for the Company’s changes in amounts subject to possible redemption for the period from August 2, 2013 (inception) to December 31, 2013. The Company determined that its changes in amounts subject to possible redemption should have been accounted for as an adjustment to additional paid-in capital instead of as an adjustment to accumulated deficit. There was no change in previously reported total assets, total liabilities, common stock subject to possible redemption or net loss attributable to common shares for any of the periods. The accompanying condensed financial statements have been revised to reflect a balance in accumulated deficit with a corresponding increase of additional paid-in capital as of December 31, 2013. In accordance with Securities and Exchange Commission (“SEC”) Staff Accounting Bulletin Nos. 99 and 108 (“SAB 99” and “SAB 108”), the Company has evaluated this error and, based on an analysis of quantitative and qualitative factors, has determined that it was not material to each of the prior reporting periods affected and no amendments of previously filed 10-Q or 10-K reports with the SEC are required.
Organization and Business Operations
Organization, Consolidation and Presentation of Financial Statements Disclosure [Text Block]
2.
Organization and Business Operations
 
Incorporation
 
The Company was incorporated in Delaware on August 2, 2013.
 
Sponsor
 
The Company’s sponsor is Levy Acquisition Sponsor, LLC, a Delaware limited liability company (the “Sponsor”). Members of the Sponsor include Sophia Stratton, the Company’s Chief Financial Officer and Treasurer; Claire P. Murphy, the Company’s General Counsel and Corporate Secretary; Michael R. Wallach, the Company’s Vice President of Acquisitions; and Adam Cummis, the Company’s Vice President of Restaurants and Hospitality. In addition, Ari B. Levy, the Company’s President and Chief Investment Officer and a member of the Company’s Board of Directors, and Steven C. Florsheim, the Company’s Executive Vice President and Chief Acquisitions Officer and a member of the Company’s Board of Directors, are beneficiaries of trusts that are members of the Sponsor. The managing member of the Sponsor is Levy Family Partners, LLC (“Levy Family Partners”). Lawrence F. Levy, the Company’s Chief Executive Officer and the Chairman of the Company’s Board of Directors, Steven C. Florsheim, Ari B. Levy and Sophia Stratton are the managers of Levy Family Partners.
 
Fiscal Year End
 
The Company has selected December 31 as its fiscal year end.
 
Business Purpose
 
The Company was formed for the purpose of acquiring, through a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination, one or more operating businesses or assets that the Company has not yet identified (“Business Combination”). The Company has neither engaged in any operations nor generated revenue to date. The Company is considered to be in the development stage as defined in Financial Accounting Standards Board (“FASB”) Accounting Standard Codification, or ASC, 915, “Development Stage Entities,” and is subject to the risks associated with activities of development stage companies.
 
The Company’s management has broad discretion with respect to the Business Combination. However, there is no assurance that the Company will be able to successfully complete a Business Combination.
 
Financing
 
The registration statement for the Company’s initial public offering (the “Public Offering”) (as described in Note 4) was declared effective by the SEC on November 13, 2013. On August 5, 2013, the Sponsor agreed to purchase simultaneously with the closing of the Public Offering $4,750,000 of warrants in a private placement (Note 5). On November 19, 2013, the Company consummated the Public Offering and the private placement of warrants.
 
Approximately $150,000,000 of the proceeds of the Public Offering and private placement was placed in a trust account with Continental Stock Transfer & Trust Company acting as trustee (the “Trust Account”).
 
Trust Account
 
The Trust Account can 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 amended and restated certificate of incorporation provides that, other than the withdrawal of interest to pay income taxes and franchise taxes, 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 100% of the shares of common stock included in the units sold in the Public Offering if the Company is unable to complete a Business Combination within 21 months from the closing of the Public Offering, or 24 months from the closing of the Public Offering if the Company has executed a letter of intent, agreement in principle or definitive agreement for a Business Combination within 21 months from the closing of the Public Offering but has not completed the Business Combination within such 21-month period (subject to the requirements of law).
 
Business Combination
 
A Business Combination is subject to the following size, focus and stockholder approval provisions:
 
Size/Control — The Company’s Business Combination must occur with one or more target businesses that together have a 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 on the Trust Account) at the time of the agreement to enter into the Business Combination. The Company will not complete a Business Combination unless it acquires a controlling interest in a target company or is otherwise not required to register as an investment company under the Investment Company Act.
 
Focus — The Company’s efforts in identifying prospective target businesses will initially be focused on businesses in the restaurant and hospitality sectors, but the Company may pursue opportunities in other business sectors.
 
Tender Offer/Stockholder Approval — The Company, after signing a definitive agreement for a 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, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its franchise and income taxes, 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, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its franchise and income taxes. The decision as to whether the Company will seek stockholder approval of the Business Combination or will allow stockholders to sell their shares in a tender offer will be made by the Company, solely in its discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would otherwise require the Company to seek stockholder approval. If the Company seeks stockholder approval, it will complete its Business Combination only if a majority of the outstanding shares of common stock voted are voted in favor of the Business Combination. However, in no event will the Company redeem its public shares in an amount that would cause its net tangible assets to be less than $5,000,001. In such case, the Company would not proceed with the redemption of its public shares and the related Business Combination, and instead may search for an alternate Business Combination.
 
Regardless of whether the Company holds a stockholder vote or a tender offer in connection with a Business Combination, a public stockholder will have the right to redeem their shares for an amount in cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its franchise and income taxes. As a result, such shares of common stock are recorded at conversion/tender value and classified as temporary equity upon the completion of the Public Offering, in accordance with FASB ASC Topic 480, “Distinguishing Liabilities from Equity.”
 
Going Concern Consideration
 
If the Company does not complete a Business Combination by August 19, 2015, or November 19, 2015 if the Company has executed a letter of intent, agreement in principle or definitive agreement for a Business Combination on or prior to August 19, 2015, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of the common stock sold as part of the units in the Public Offering, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest not previously released to the Company to pay its franchise and income taxes (less up to $100,000 of such net interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (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 Company’s remaining stockholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. This mandatory liquidation and subsequent dissolution raises substantial doubt about the Company’s ability to continue as a going concern.
 
In the event of liquidation, it is likely that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be approximately equal to the initial public offering price per share in the Public Offering (assuming no value is attributed to the warrants contained in the units offered in the Public Offering discussed in Note 4).
 
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 registration statement under the Securities Act of 1933, as amended (the “Securities Act”) declared effective or do not have a class of securities registered under the Securities Exchange Act of 1934, as amended) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when 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.
Significant Accounting Policies
Significant Accounting Policies [Text Block]
3.
Significant Accounting Policies
 
Net Loss Per Share
 
Basic net loss per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period in accordance with FASB ASC 260, “Earnings Per Share.” Diluted net loss per share is computed by dividing net loss per share by the weighted average number of shares of common stock outstanding, plus, to the extent dilutive, the incremental number of shares of common stock to settle warrants issued in the Public Offering and private placement, as calculated using the treasury stock method. As the Company reported a net loss for the period from August 2, 2013 (inception) to September 30, 2014, the effect of the 7,500,000 warrants issued in the Public Offering and 4,750,000 warrants issued to the Sponsor in connection with the private placement have not been considered in the diluted loss per common share, because their effect would be anti-dilutive. As a result, dilutive loss per common share is equal to basic loss per common share.
 
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. The Company has not experienced losses on these accounts and management believes that the Company is not exposed to significant risks on such accounts.
 
Fair Value of Financial Instruments
 
The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet.
 
Offering Costs
 
The Company complies with the requirements of the SEC Staff Accounting Bulletin (SAB) Topic 5A, “Expenses of Offering.” Deferred offering costs consist principally of professional and registration fees incurred through the balance sheet date that are related to the Public Offering and that were charged to stockholders’ equity upon the completion of the Public Offering. Accordingly, at September 30, 2014, offering costs totaling approximately $8,694,000 (including $7,903,000 in underwriter’s fees, which is net of reimbursable expenses) have been charged to stockholders’ equity.
 
Development Stage Company
 
The Company complies with the reporting requirements of FASB ASC 915, “Development Stage Entities.” At September 30, 2014, the Company has not commenced any operations nor generated revenue to date. All activity through September 30, 2014 relates to the Company’s organizational activities, activities relating to the Public Offering, activities relating to identifying and evaluating prospective acquisition candidates and activities relating to general corporate matters. Following the Public Offering, the Company will not generate any operating revenues until after completion of a Business Combination, at the earliest. The Company may generate non-operating income in the form of interest income on the Trust Account after the Public Offering.
 
Redeemable Common Stock
 
As discussed in Note 2, all of the 15,000,000 common shares sold as part of a unit in the Public Offering contain a redemption feature which allows for the redemption of common shares under the Company’s Liquidation or Tender Offer/Stockholder Approval provisions. In accordance with FASB ASC 480, redemption provisions not solely within the control of the Company require the security to be classified outside of permanent equity. Ordinary liquidation events, which involve the redemption and liquidation of all of the entity’s equity instruments, are excluded from the provisions of FASB ASC 480. Although the Company did not specify a maximum redemption threshold, its charter provides that in no event will it redeem its public shares in an amount that would cause its net tangible assets (stockholders’ equity) to be less than $5,000,001.
 
The Company recognizes changes in redemption value immediately as they occur and will adjust the carrying value of the security to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable common stock shall be affected by charges against retained earnings.
 
Accordingly, at September 30, 2014, 14,016,843 of the 15,000,000 public shares were classified outside of permanent equity at its redemption value.
 
Use of Estimates
 
The preparation of financial statements in conformity with 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 financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.
 
Income Taxes
 
The Company complies with the accounting and reporting requirements of FASB ASC 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.
 
There were no unrecognized tax benefits as of September 30, 2014. FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties at September 30, 2014. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities and has been since inception.
 
Recent Accounting Pronouncements
 
In June 2014, FASB issued Accounting Standards Update (“ASU”) No. 2014-10, which eliminated certain financial reporting requirements of companies previously identified as “Development Stage Entities” (Topic 915). The amendments in this ASU simplify accounting guidance by removing all incremental financial reporting requirements for development stage entities. The amendments also reduce data maintenance and, for those entities subject to audit, audit costs by eliminating the requirement for development stage entities to present inception-to-date information in the statements of income, cash flows, and stockholder equity. Early application of each of the amendments is permitted for any annual reporting period or interim period for which the entity’s balance sheet has not yet been issued (public business entities) or made available for issuance (other entities). Upon adoption, entities will no longer present or disclose any information required by Topic 915. For public business entities, those amendments are effective for annual reporting periods beginning after December 15, 2014, and interim periods therein. The Company is currently evaluating the impact that this pronouncement would have on the Company’s financial statements.
 
Management does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements.
Public Offering
Public offering Disclosure [Text Block]
4.
Public Offering
 
Public Units
 
On November 19, 2013, the Company sold 15,000,000 units at a price of $10.00 per unit (the “Public Units”) in the Public Offering. Each Public Unit consists of one share of common stock of the Company, $0.0001 par value per share (the “Public Shares”), and one-half of one warrant (the “Public Warrants”). Each whole Public Warrant entitles the holder thereof to purchase one share of the Company’s common stock.
 
Under the terms of the warrant agreement, the Company has agreed to use its best efforts to file a new registration statement under the Securities Act for the shares of common stock issuable upon exercise of the Public Warrants as soon as practicable, but in no event later than 15 business days after the closing of the Company’s Business Combination. Each whole Public Warrant entitles the holder to purchase one share of common stock at a price of $11.50. No fractional shares will be issued upon exercise of the Public Warrants. If, upon exercise of the Public Warrants, a holder would be entitled to receive a fractional interest in a share, the Company will, upon exercise, round down to the nearest whole number the number of shares of common stock to be issued to the warrant holder. Each Public Warrant will become exercisable on the later of 30 days after the completion of the Company’s Business Combination or 12 months from the closing of the Public Offering. However, if the Company does not complete a Business Combination on or prior to the 21-month (or 24-month) period allotted to complete the Business Combination, the Public Warrants will expire at the end of such period. If the Company is unable to deliver registered shares of common stock to the holder upon exercise of Public Warrants during the exercise period, there will be no net cash settlement of the Public Warrants and the Public Warrants will expire worthless, unless they may be exercised on a cashless basis in the circumstances described in the warrant agreement.
 
The Company paid an upfront underwriting discount of $0.20 per unit ($3,000,000 in the aggregate) to the underwriters at the closing of the Public Offering, with an additional fee (the “Deferred Discount”) equal to the difference between (a) the product of the number of shares of common stock sold as part of the units and $0.55 and (b) the upfront underwriting discounts paid at the closing of $3,000,000, or a total Deferred Discount of $5,250,000 ($0.35 per unit sold). The Deferred Discount will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination. The underwriters are not entitled to any interest accrued on the Deferred Discount.
 
The underwriters paid the Company $347,100 as reimbursement for certain expenses incurred in connection with the Public Offering which was recorded in additional paid in capital in the accompanying interim balance sheets.
 
Public Warrant Terms and Conditions
 
Exercise Conditions— Each whole Public Warrant entitles the holder to purchase one share of common stock at a price of $11.50 per share. No fractional shares will be issued upon exercise of the Public Warrants. If, upon exercise of the Public Warrants, a holder would be entitled to receive a fractional interest in a share, the Company will, upon exercise, round down to the nearest whole number the number of shares of common stock to be issued to the warrant holder. Each Public Warrant will become exercisable on the later of 30 days after the completion of the Business Combination or 12 months from the closing of the Public Offering. However, if the Company does not complete a Business Combination on or prior to the expiration of the 21-month (or 24-month) period allotted to complete the Business Combination, the Public Warrants will expire at the end of such period.
 
Registration Risk—The Company has agreed to use its best efforts to file and have an effective registration statement covering the shares of common stock issuable upon exercise of the Public Warrants. The Company will not be obligated to deliver any shares of common stock pursuant to the exercise of a Public Warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act with respect to the shares of common stock underlying the Public Warrants is then effective and a prospectus relating thereto is current. No Public Warrant will be exercisable and the Company will not be obligated to issue shares of common stock upon exercise of a Public Warrant unless common stock issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the Public Warrants. Additionally, in the event that the conditions in the two immediately preceding sentences are not satisfied with respect to a Public Warrant, the holder of such warrant will not be entitled to exercise such warrant and such warrant may have no value and expire worthless.
 
Accounting— Because the Company is not required to net cash settle the Public Warrants, the Public Warrants will be recorded at fair value and classified within stockholders’ equity as “Additional paid-in capital” upon their issuance in accordance with FASB ASC 815-40.
Related Party Transactions
Related Party Transactions Disclosure [Text Block]
 
5.
Related Party Transactions
 
 
 
Founder Shares
 
On August 5, 2013, the Sponsor purchased 4,312,500 shares of common stock (the “Founder Shares”) for $25,000, or approximately $0.006 per share. On October 17, 2013, the Sponsor transferred 17,250 Founder Shares to each of Howard B. Bernick, Craig J. Duchossois, Greg Flynn and Marc S. Simon (the Company’s independent directors), each of whom paid a purchase price of $100 for their respective shares (the same per-share purchase price initially paid by the Sponsor).
 
The Founder Shares are identical to the common stock included in the units sold in the Public Offering, except that the Founder Shares are subject to certain transfer restrictions, as described in more detail below.
 
On November 19, 2013, the Company’s initial stockholders forfeited an aggregate of 562,500 Founder Shares, so that the initial stockholders, consisting of the Sponsor and Messrs. Bernick, Duchossois, Flynn and Simon, own 20.8% of the Company’s issued and outstanding shares after the Public Offering.
 
In addition, 937,500 Founder Shares, representing 5.0% of the Company’s issued and outstanding shares after the Public Offering, are subject to forfeiture by the Sponsor under certain conditions described in the prospectus associated with the Public Offering (the “Prospectus”).
 
The Founder Shares have been placed into an escrow account maintained in New York, New York by Continental Stock Transfer & Trust Company, acting as escrow agent. Subject to certain limited exceptions discussed in the Prospectus, the Founder Shares may not be transferred, assigned, sold or released from escrow until one year after the date of the consummation of the Business Combination or earlier if, subsequent to the Business Combination, (i) the last sale price of the Company’s common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Business Combination or (ii) the Company consummates a subsequent liquidation, merger, stock exchange or other similar transaction which results in all of the Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property.
 
Rights — The Founder Shares are identical to the Public Shares except that (i) the Founder Shares are subject to certain transfer restrictions, as described above, (ii) all of the initial stockholders have agreed to waive their redemption rights with respect to their Founder Shares in connection with the completion of the Business Combination and (iii) all of the initial stockholders have agreed to waive their rights to liquidating distributions from the Trust Account with respect to their Founder Shares if the Company fails to complete the Business Combination by August 19, 2015, or November 19, 2015 (as applicable), although they will be entitled to liquidating distributions from the Trust Account with respect to any Public Shares that they hold if the Company fails to complete the Business Combination within the prescribed time frame.
 
Voting — If the Company seeks stockholder approval of a Business Combination, the initial stockholders have agreed to vote their Founder Shares and any Public Shares purchased during or after the Public Offering in favor of the Business Combination.
 
Liquidation — Although the initial stockholders and their permitted transferees have agreed to waive their rights to liquidating distributions with respect to the Founder Shares if the Company fails to complete a Business Combination within the prescribed time frame, they will be entitled to receive liquidating distributions with respect to any Public Shares that they may own.
 
Private Placement Warrants
 
The Sponsor purchased from the Company an aggregate of 4,750,000 warrants at a price of $1.00 per warrant (a purchase price of $4.75 million), in a private placement that occurred simultaneously with the completion of the Public Offering (the “Private Placement Warrants”). Each Private Placement Warrant entitles the holder to purchase one share of common stock at $11.50 per share. A portion of the purchase price of the Private Placement Warrants was added to the proceeds from the Public Offering held in the Trust Account pending completion of the Company’s Business Combination. Immediately after the closing of the private placement, the Sponsor transferred 15,000 Private Placement Warrants at no charge to each of Messrs. Bernick, Duchossois, Flynn and Simon and 30,000 Private Placement Warrants at no charge to Mr. Wallach.
 
The Private Placement Warrants (including the common stock issuable upon exercise of the Private Placement Warrants) will not be transferable, assignable or salable until 30 days after the completion of the Business Combination, and they will be non-redeemable so long as they are held by the initial purchasers of the Private Placement Warrants or their permitted transferees. If the Private Placement Warrants are held by someone other than the initial purchasers of the Private Placement Warrants 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. Otherwise, the Private Placement Warrants have terms and provisions that are identical to those of the Public Warrants and have no net cash settlement provisions.
 
If the Company does not complete a Business Combination, then the proceeds will be part of the liquidating distribution to the public stockholders and the Private Placement Warrants will expire worthless.
 
Registration Rights
 
The holders of the Founder Shares and Private Placement Warrants will hold registration rights to require the Company to register the sale of any of the securities held by them pursuant to a registration rights agreement. The holders of these securities will be entitled to make up to three demands, excluding short form demands, that the Company register such securities for sale under the Securities Act. In addition, these stockholders will have “piggy-back” registration rights to include their securities in other registration statements filed by the Company. The Company will bear the costs and expenses of filing any such registration statements.
 
Directed Unit Program
 
The Company’s independent directors also purchased an aggregate of 150,000 units in the Public Offering through the Company’s directed unit program.
 
Sponsor Loans
 
The Sponsor also agreed to loan the Company up to an aggregate of $200,000 by the issuance of an unsecured promissory note (the “Note”) to cover expenses related to the Public Offering. The loan was payable without interest on the completion of the Public Offering. From inception through November 19, 2013, the Sponsor loaned a total of $254,388 to the Company. The majority of the then outstanding balance on the Note was repaid on November 19, 2013. On November 24, 2013, the Company amended and restated the terms of the Note. The amended terms increased the aggregate total permitted under the Note to $255,000. The remaining terms of the Note were substantially the same as the original. The unpaid principal balance of the Note was due and payable upon the earlier of February 1, 2014 or the consummation of a public offering of the Company's securities. On November 19, 2013, the Company completed its Public Offering making the entire unpaid amount immediately due at the option of the Sponsor. The Sponsor was repaid the remaining balance on November 25, 2013.
 
Administrative Services
 
The Company has entered into an Amended and Restated Administrative Services Agreement with Levy Family Partners, pursuant to which the Company will pay Levy Family Partners a total of (i) $10,000 per month for office space, utilities, secretarial support and administrative services and (ii) $15,000 per month as reimbursement for a portion of the compensation paid to its personnel, including certain of the Company’s officers who work on the Company’s behalf. Upon completion of the Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees.
Trust Account
Investments and Other Noncurrent Assets [Text Block]
 
6.
Trust Account
 
A total of $150,000,000, which includes $147,000,000 of the net proceeds from the Public Offering, $2,652,900 from the sale of the Private Placement Warrants and $347,100 paid by the underwriters to the Company as reimbursement for certain expenses incurred in connection with the Public Offering, has been placed in the Trust Account. As of September 30, 2014, the balance in the Trust Account was $150,045,323. The Trust Account assets will be maintained until the earlier of (i) the consummation of a Business Combination or (ii) the distribution of the Trust Account.
 
As of September 30, 2014, investment securities in the Company’s Trust Account consist of $150,004,679 in United States Treasury Bills and $40,644 of cash equivalents. The Company classifies its United States Treasury and equivalent securities as held-to-maturity in accordance with FASB ASC 320, “Investments – Debt and Equity Securities.” Held-to-maturity securities are those securities which the Company has the ability and intent to hold until maturity. Held-to-maturity treasury securities are recorded at amortized cost on the accompanying balance sheets and adjusted for the amortization or accretion of premiums or discounts.
 
The carrying amount, excluding interest income, gross unrealized holding gains and fair value of held-to-maturity securities at September 30, 2014 and December 31, 2013 are as follows:
 
 
 
 
 
 
Gross Unrealized
 
 
 
 
 
 
 
 
Holdings
 
 
 
Held-to-maturity:
 
Carrying Amount
 
 
Gains (Losses)
 
Fair Value
 
U.S. Treasury Securities – September 30, 2014
 
$
150,008,000
 
 
$
(3,321)
 
$
150,004,679
 
U.S. Treasury Securities – December 31, 2013
 
 
150,035,663
 
 
 
-
 
 
150,035,663
 
Fair Value Measurements
Fair Value Disclosures [Text Block]
7.
Fair Value Measurements
 
The Company has adopted FASB ASC 820, “Fair Value Measurement” for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually. The adoption of FASB ASC 820 did not have an impact on the Company’s financial position or results of operations.
 
The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis as of September 30, 2014, and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value. In general, fair values determined by Level 1 inputs utilize quoted prices (unadjusted) in active markets for identical assets or liabilities. Fair values determined by Level 2 inputs utilize data points that are observable such as quoted prices, interest rates and yield curves. Fair values determined by Level 3 inputs are unobservable data points for the asset or liability, and includes situations where there is little, if any, market activity for the asset or liability:
 
 
 
 
 
 
 
 
 
Significant
 
Significant
 
 
 
 
 
 
 
 
 
Other
 
Other
 
 
 
 
 
 
Quoted Prices in
 
 
Observable
 
Unobservable
 
 
 
September 30,
 
 
Active Markets
 
 
Inputs
 
Inputs
 
Description
 
2014
 
 
(Level 1)
 
 
(Level 2)
 
(Level 3)
 
Assets:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Investments held in Trust:
 
$
150,045,323
 
 
$
150,045,323
 
 
$
-
 
$
-
 
Stockholders' Equity
Stockholders Equity Note Disclosure [Text Block]
 
8.
Stockholders’ Equity
 
Common Stock — The authorized common stock of the Company includes up to 400,000,000 shares. Holders of the Company’s common stock are entitled to one vote for each share of common stock. At September 30, 2014, there were 18,750,000 shares of common stock outstanding, including 14,016,843 shares subject to possible redemption.
 
Preferred Shares — The Company is authorized to issue 1,000,000 preferred shares with such designations, voting and other rights and preferences as may be determined from time to time by the Board of Directors. At September 30, 2014, there were no preferred shares issued or outstanding.
Significant Accounting Policies (Policies)
Net Loss Per Share, Policy [Policy Text Block] 
Net Loss Per Share
 
Basic net loss per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period in accordance with FASB ASC 260, “Earnings Per Share.” Diluted net loss per share is computed by dividing net loss per share by the weighted average number of shares of common stock outstanding, plus, to the extent dilutive, the incremental number of shares of common stock to settle warrants issued in the Public Offering and private placement, as calculated using the treasury stock method. As the Company reported a net loss for the period from August 2, 2013 (inception) to September 30, 2014, the effect of the 7,500,000 warrants issued in the Public Offering and 4,750,000 warrants issued to the Sponsor in connection with the private placement have not been considered in the diluted loss per common share, because their effect would be anti-dilutive. As a result, dilutive loss per common share is equal to basic loss per common share.
Concentration of 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. The Company has not experienced losses on these accounts and management believes that the Company 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 FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet.
Offering Costs, Policy [Policy Text Block] 
Offering Costs
 
The Company complies with the requirements of the SEC Staff Accounting Bulletin (SAB) Topic 5A, “Expenses of Offering.” Deferred offering costs consist principally of professional and registration fees incurred through the balance sheet date that are related to the Public Offering and that were charged to stockholders’ equity upon the completion of the Public Offering. Accordingly, at September 30, 2014, offering costs totaling approximately $8,694,000 (including $7,903,000 in underwriter’s fees, which is net of reimbursable expenses) have been charged to stockholders’ equity.
Development Stage Company, Policy [Policy Text Block] 
Development Stage Company
 
The Company complies with the reporting requirements of FASB ASC 915, “Development Stage Entities.” At September 30, 2014, the Company has not commenced any operations nor generated revenue to date. All activity through September 30, 2014 relates to the Company’s organizational activities, activities relating to the Public Offering, activities relating to identifying and evaluating prospective acquisition candidates and activities relating to general corporate matters. Following the Public Offering, the Company will not generate any operating revenues until after completion of a Business Combination, at the earliest. The Company may generate non-operating income in the form of interest income on the Trust Account after the Public Offering.
Redeemable Common Stock, Policy [Policy Text Block] 
Redeemable Common Stock
 
As discussed in Note 2, all of the 15,000,000 common shares sold as part of a unit in the Public Offering contain a redemption feature which allows for the redemption of common shares under the Company’s Liquidation or Tender Offer/Stockholder Approval provisions. In accordance with FASB ASC 480, redemption provisions not solely within the control of the Company require the security to be classified outside of permanent equity. Ordinary liquidation events, which involve the redemption and liquidation of all of the entity’s equity instruments, are excluded from the provisions of FASB ASC 480. Although the Company did not specify a maximum redemption threshold, its charter provides that in no event will it redeem its public shares in an amount that would cause its net tangible assets (stockholders’ equity) to be less than $5,000,001.
 
The Company recognizes changes in redemption value immediately as they occur and will adjust the carrying value of the security to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable common stock shall be affected by charges against retained earnings.
 
Accordingly, at September 30, 2014, 14,016,843 of the 15,000,000 public shares were classified outside of permanent equity at its redemption value.
Use of Estimates, Policy [Policy Text Block] 
Use of Estimates
 
The preparation of financial statements in conformity with 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 financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.
Income Tax, Policy [Policy Text Block] 
Income Taxes
 
The Company complies with the accounting and reporting requirements of FASB ASC 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized.
 
There were no unrecognized tax benefits as of September 30, 2014. FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties at September 30, 2014. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities and has been since inception.
Recent Accounting Pronouncements, Policy [Policy Text Block] 
Recent Accounting Pronouncements
 
In June 2014, FASB issued Accounting Standards Update (“ASU”) No. 2014-10, which eliminated certain financial reporting requirements of companies previously identified as “Development Stage Entities” (Topic 915). The amendments in this ASU simplify accounting guidance by removing all incremental financial reporting requirements for development stage entities. The amendments also reduce data maintenance and, for those entities subject to audit, audit costs by eliminating the requirement for development stage entities to present inception-to-date information in the statements of income, cash flows, and stockholder equity. Early application of each of the amendments is permitted for any annual reporting period or interim period for which the entity’s balance sheet has not yet been issued (public business entities) or made available for issuance (other entities). Upon adoption, entities will no longer present or disclose any information required by Topic 915. For public business entities, those amendments are effective for annual reporting periods beginning after December 15, 2014, and interim periods therein. The Company is currently evaluating the impact that this pronouncement would have on the Company’s financial statements.
 
Management does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements.
Trust Account (Tables)
Held-to-maturity Securities [Table Text Block]
The carrying amount, excluding interest income, gross unrealized holding gains and fair value of held-to-maturity securities at September 30, 2014 and December 31, 2013 are as follows:
 
 
 
 
 
 
Gross Unrealized
 
 
 
 
 
 
 
 
Holdings
 
 
 
Held-to-maturity:
 
Carrying Amount
 
 
Gains (Losses)
 
Fair Value
 
U.S. Treasury Securities – September 30, 2014
 
$
150,008,000
 
 
$
(3,321)
 
$
150,004,679
 
U.S. Treasury Securities – December 31, 2013
 
 
150,035,663
 
 
 
-
 
 
150,035,663
 
Fair Value Measurements (Tables)
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis [Table Text Block]
The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis as of September 30, 2014, and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value. In general, fair values determined by Level 1 inputs utilize quoted prices (unadjusted) in active markets for identical assets or liabilities. Fair values determined by Level 2 inputs utilize data points that are observable such as quoted prices, interest rates and yield curves. Fair values determined by Level 3 inputs are unobservable data points for the asset or liability, and includes situations where there is little, if any, market activity for the asset or liability:
 
 
 
 
 
 
 
 
 
Significant
 
Significant
 
 
 
 
 
 
 
 
 
Other
 
Other
 
 
 
 
 
 
Quoted Prices in
 
 
Observable
 
Unobservable
 
 
 
September 30,
 
 
Active Markets
 
 
Inputs
 
Inputs
 
Description
 
2014
 
 
(Level 1)
 
 
(Level 2)
 
(Level 3)
 
Assets:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Investments held in Trust:
 
$
150,045,323
 
 
$
150,045,323
 
 
$
-
 
$
-
 
Organization and Business Operations (Details Textual) (USD $)
5 Months Ended 9 Months Ended 14 Months Ended
Dec. 31, 2013
Sep. 30, 2014
Sep. 30, 2014
Organization and Business Operations [Line Items]
 
 
 
Entity Incorporation, Date of Incorporation
Aug. 02, 2013 
 
 
Proceeds from Issuance Initial Public Offering
 
$ 0 
$ 147,000,000 
Assets Held-in-trust, Total
150,000,000 
150,000,000 
150,000,000 
Redemption Percentage
 
100.00% 
 
Assets Held In Trust, Fair Market Value, Percentage
 
80.00% 
 
Threshold Limit For Redeeming Public Shares Based on Net Tangible Asset
 
5,000,001 
 
Asset Held In Trust, Interest To Pay Dissolution Expenses
 
100,000 
 
Warrant [Member]
 
 
 
Organization and Business Operations [Line Items]
 
 
 
Proceeds from Issuance Initial Public Offering
$ 4,750,000 
 
 
Significant Accounting Policies (Details Textual) (USD $)
5 Months Ended 9 Months Ended 14 Months Ended 9 Months Ended 14 Months Ended
Dec. 31, 2013
Sep. 30, 2014
Sep. 30, 2014
Common Stock [Member]
Sep. 30, 2014
Public Offering [Member]
Sep. 30, 2014
Private Placement [Member]
Sep. 30, 2014
Private Placement [Member]
Accounting Policies [Line Items]
 
 
 
 
 
 
Warrants Issued
4,750,000 
   
 
7,500,000 
4,750,000 
4,750,000 
Cash, FDIC Insured Amount
 
$ 250,000 
 
 
 
 
Deferred Offering Costs
 
8,694,000 
 
 
 
 
Expense Related to Distribution or Servicing and Underwriting Fees
 
$ 7,903,000 
 
 
 
 
Threshold Limit For Redeeming Public Shares Based on Net Tangible Asset
 
5,000,001 
 
 
 
 
Temporary Equity, Shares Issued
14,096,157 
14,016,843 
 
 
 
 
Shares, Issued
 
 
15,000,000 
 
 
 
Public Offering (Details Textual) (USD $)
5 Months Ended 9 Months Ended
Dec. 31, 2013
Sep. 30, 2014
Public Offering [Line Items]
 
 
Stock Units Issued
15,000,000 
150,000 
Stock Units Issued, Price Per Unit
10 
0.55 
Common Stock, Par or Stated Value Per Share
$ 0.0001 
$ 0.0001 
Class of Warrant or Right, Number of Securities Called by Each Warrant or Right
1 
 
Underwriter's Discount Price Per Unit
 
0.20 
Payments for Underwriting Expense
 
$ 3,000,000 
Reimbursement Revenue
 
347,100 
Stock Units, Description
Each Public Unit consists of one share of common stock of the Company, $0.0001 par value per share (the “Public Shares”) 
 
Deferred Discount
 
$ 5,250,000 
Deferred Discount Amount Per Unit
 
$ 0.35 
Class of Warrant or Right, Exercise Price of Warrants or Rights
 
$ 11.50 
Related Party Transactions (Details Textual) (USD $)
5 Months Ended 9 Months Ended 9 Months Ended 9 Months Ended 14 Months Ended 5 Months Ended 9 Months Ended
Dec. 31, 2013
Sep. 30, 2014
Nov. 19, 2013
Sep. 30, 2014
Amended and Restated Administrative Services Agreement [Member]
Sep. 30, 2014
Unsecured Debt [Member]
Nov. 19, 2013
Unsecured Debt [Member]
Sep. 30, 2014
Vice President [Member]
Sep. 30, 2014
Independent Directors [Member]
Sep. 30, 2014
Private Placement [Member]
Sep. 30, 2014
Private Placement [Member]
Dec. 31, 2013
Common Stock [Member]
Sep. 30, 2014
Minimum [Member]
Sep. 30, 2014
Warrant [Member]
Private Placement [Member]
Related Party Transaction [Line Items]
 
 
 
 
 
 
 
 
 
 
 
 
 
Stock Issued During Period, Shares, New Issues
 
 
 
 
 
 
 
 
 
 
4,312,500 
 
 
Stock Issued During Period, Value, New Issues
$ 25,000 
 
 
 
 
 
 
 
 
 
$ 431 
 
 
Development Stage Entities, Equity Issuance, Per Share Amount
$ 0.006 
 
 
 
 
 
 
 
 
 
 
 
 
Sale of Stock, Consideration Received Per Transaction
100 
 
 
 
 
 
 
 
 
 
 
 
 
Stock Issued During Period, Shares, Share-based Compensation, Forfeited
 
 
 
 
 
 
 
 
 
 
562,500 
 
 
Percentage Of Common Shares Issued And Outstanding
 
 
5.00% 
 
 
 
 
 
 
 
 
 
 
Sale of Stock, Price Per Share
 
 
 
 
 
 
 
 
 
 
 
$ 12.00 
$ 11.50 
Warrants Issued
4,750,000 
   
 
 
 
 
 
 
4,750,000 
4,750,000 
 
 
 
Warrants Price
 
 
 
 
 
 
 
 
1.00 
 
 
 
 
Noncontrolling Interest, Ownership Percentage by Noncontrolling Owners
 
 
20.80% 
 
 
 
 
 
 
 
 
 
 
Common Stock Subject To Forfeiture, Value
937,500 
 
 
 
 
 
 
 
 
 
 
 
 
Sale of Stock, Consideration Received on Transaction
17,250 
 
 
 
 
 
 
 
 
 
 
 
4,750,000 
Number of Warrants Transferred
 
 
 
 
 
 
30,000 
15,000 
 
 
 
 
 
Stock Units Issued
15,000,000 
150,000 
 
 
 
 
 
 
 
 
 
 
 
Notes Payable, Related Parties
 
 
 
 
 
200,000 
 
 
 
 
 
 
 
Debt Instrument, Face Amount
 
 
 
 
 
254,388 
 
 
 
 
 
 
 
Debt Instrument, Increase (Decrease), Net, Total
 
 
 
 
255,000 
 
 
 
 
 
 
 
 
Operating Leases, Rent Expense
 
 
 
10,000 
 
 
 
 
 
 
 
 
 
Officers Compensation
 
 
 
$ 15,000 
 
 
 
 
 
 
 
 
 
Trust Account (Details) (US Treasury Securities [Member], USD $)
5 Months Ended 9 Months Ended
Dec. 31, 2013
Sep. 30, 2014
US Treasury Securities [Member]
 
 
Trust Account [Line Items]
 
 
Held-to-maturity Securities, Carrying Amount
$ 150,035,663 
$ 150,008,000 
Held-to-maturity Securities, Gross Unrealized Holdings Gains (Losses)
0 
(3,321)
Held-to-maturity Securities, Fair Value
$ 150,035,663 
$ 150,004,679 
Trust Account (Details Textual) (USD $)
9 Months Ended 14 Months Ended
Sep. 30, 2014
Sep. 30, 2014
Dec. 31, 2013
Trust Account [Line Items]
 
 
 
Assets Held-in-trust, Total
$ 150,000,000 
$ 150,000,000 
$ 150,000,000 
Proceeds from Issuance Initial Public Offering
0 
147,000,000 
 
Adjustments To Additional Paid In Capital, Reimbursement Of Public Offering Expenses
347,100 
 
 
Assets Held-in-trust, Noncurrent
150,045,323 
150,045,323 
150,035,663 
Cash Equivalents, at Carrying Value
40,644 
40,644 
 
US Treasury Securities [Member]
 
 
 
Trust Account [Line Items]
 
 
 
Held-to-maturity Securities, Current
150,004,679 
150,004,679 
 
Private Placement [Member]
 
 
 
Trust Account [Line Items]
 
 
 
Proceeds from Issuance of Warrants
$ 2,652,900 
 
 
Fair Value Measurements (Details) (USD $)
Sep. 30, 2014
Dec. 31, 2013
Assets:
 
 
Investments held in Trust:
$ 150,045,323 
$ 150,035,663 
Fair Value, Inputs, Level 1 [Member]
 
 
Assets:
 
 
Investments held in Trust:
150,045,323 
 
Fair Value, Inputs, Level 2 [Member]
 
 
Assets:
 
 
Investments held in Trust:
0 
 
Fair Value, Inputs, Level 3 [Member]
 
 
Assets:
 
 
Investments held in Trust:
$ 0 
 
Stockholders' Equity (Details Textual)
9 Months Ended
Sep. 30, 2014
Dec. 31, 2013
Class of Stock [Line Items]
 
 
Common Stock, Shares Authorized
400,000,000 
400,000,000 
Common Stock, Voting Rights
Holders of the Company’s common stock are entitled to one vote for each share of common stock. 
 
Common Stock, Shares, Outstanding
4,733,157 
4,653,843 
Temporary Equity, Shares Issued
14,016,843 
14,096,157 
Preferred Stock, Shares Authorized
1,000,000 
1,000,000 
Common Stock [Member]
 
 
Class of Stock [Line Items]
 
 
Common Stock, Shares, Outstanding
18,750,000