Document And Entity Information
Document And Entity Information - shares | 6 Months Ended | |
Jun. 30, 2016 | Jul. 29, 2016 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Jun. 30, 2016 | |
Document Fiscal Year Focus | 2,016 | |
Document Fiscal Period Focus | Q2 | |
Entity Registrant Name | Hydra Industries Acquisition Corp. | |
Entity Central Index Key | 1,615,063 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Accelerated Filer | |
Trading Symbol | HDRAU | |
Entity Common Stock, Shares Outstanding | 10,000,000 |
Condensed Balance Sheets
Condensed Balance Sheets - USD ($) | Jun. 30, 2016 | Dec. 31, 2015 |
Current Assets | ||
Cash and cash equivalents | $ 216,796 | $ 256,239 |
Prepaid expenses | 50,613 | 62,589 |
Total Current Assets | 267,409 | 318,828 |
Cash and marketable securities held in Trust Account | 80,031,319 | 80,009,479 |
Other assets | 600 | 1,500 |
TOTAL ASSETS | 80,299,328 | 80,329,807 |
Current Liabilities | ||
Accounts payable and accrued expenses | 3,538,140 | 2,645,838 |
Convertible promissory notes - related parties | 500,000 | 0 |
Total Current Liabilities | 4,038,140 | 2,645,838 |
Deferred underwriting fees | 2,800,000 | 2,800,000 |
Total Liabilities | 6,838,140 | 5,445,838 |
Commitments and Contingencies | ||
Common stock subject to possible redemption, 6,843,439 and 6,987,568 shares at conversion value as of June 30, 2016 ad December 31, 2015, respectively | 68,461,187 | 69,883,968 |
Stockholders' Equity | ||
Preferred stock, $0.0001 par value; 1,000,000 authorized, none issued and outstanding | 0 | 0 |
Common stock, $0.0001 par value; 29,000,000 shares authorized; 3,156,561 and 3,012,432 shares issued and outstanding (excluding 6,843,439 and 6,987,568 shares subject to possible redemption) as of June 30, 2016 and December 31, 2015, respectively | 316 | 301 |
Additional paid-in capital | 10,090,201 | 8,667,435 |
Accumulated deficit | (5,090,516) | (3,667,735) |
Total Stockholders' Equity | 5,000,001 | 5,000,001 |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $ 80,299,328 | $ 80,329,807 |
Condensed Balance Sheets (Paren
Condensed Balance Sheets (Parenthetical) - $ / shares | Jun. 30, 2016 | Dec. 31, 2015 |
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 | 29,000,000 | 29,000,000 |
Common Stock, Shares, Issued | 3,156,561 | 3,012,432 |
Common Stock, Shares, Outstanding | 3,156,561 | 3,012,432 |
Common stock redemption shares | 6,843,439 | 6,987,568 |
Condensed Statements of Operati
Condensed Statements of Operations - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | ||
Operating costs | $ 1,210,738 | $ 1,894,968 | $ 1,491,969 | $ 2,090,057 | |
Loss from operations | (1,210,738) | (1,894,968) | (1,491,969) | (2,090,057) | |
Other income: | |||||
Unrealized gain (loss) on marketable securities held in Trust Account | (2,830) | 0 | 10,867 | 0 | |
Interest income | 37,147 | 4,346 | 58,321 | 13,148 | |
Net Loss | $ (1,176,421) | $ (1,890,622) | $ (1,422,781) | $ (2,076,909) | |
Weighted average shares outstanding, basic and diluted (in shares) | [1] | 3,040,098 | 2,677,612 | 3,026,265 | 2,668,349 |
Basic and diluted net loss per common share (in dollars per share) | $ (0.39) | $ (0.71) | $ (0.47) | $ (0.78) | |
[1] | Excludes an aggregate of up to 6,843,439 and 7,131,687 shares subject to redemption at June 30, 2016 and 2015, respectively. |
Condensed Statements of Operat5
Condensed Statements of Operations (Parenthetical) - shares | 6 Months Ended | |
Jun. 30, 2016 | Jun. 30, 2015 | |
Common stock subject to redemption Shares | 6,843,439 | 7,131,687 |
Condensed Statements of Cash Fl
Condensed Statements of Cash Flows - USD ($) | 6 Months Ended | |
Jun. 30, 2016 | Jun. 30, 2015 | |
Cash Flows from Operating Activities: | ||
Net loss | $ (1,422,781) | $ (2,076,909) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Unrealized gain on marketable securities held in Trust Account | (10,867) | 0 |
Interest earned on cash and securities held in Trust Account | (58,321) | (13,148) |
Changes in operating assets and liabilities: | ||
Prepaid expenses and other current assets | 11,976 | 34,365 |
Other assets | 900 | 900 |
Accounts payable and accrued expenses | 892,302 | 1,628,283 |
Net cash used in operating activities | (586,791) | (426,509) |
Cash Flows from Investing Activities: | ||
Interest income withdrawn from Trust Account | 47,348 | 0 |
Net cash provided by investing activities | 47,348 | 0 |
Cash Flows from Financing Activities: | ||
Proceeds from convertible promissory notes - related parties | 500,000 | 0 |
Repayment of advances from related party | 0 | (109) |
Net cash provided by (used in) financing activities | 500,000 | (109) |
Net Change in Cash and Cash Equivalents | (39,443) | (426,618) |
Cash and Cash Equivalents - Beginning | 256,239 | 1,123,278 |
Cash and Cash Equivalents - Ending | 216,796 | 696,600 |
Supplement disclosure of cash flow information: | ||
Cash paid during the period for: Taxes | 11,126 | 7,320 |
Non-cash investing and financing activities: | ||
Payment of offering costs and operational costs pursuant to related party advances | 0 | 44 |
Change in value of common stock subject to possible redemption | $ (1,422,781) | $ 2,076,910 |
DESCRIPTION OF ORGANIZATION AND
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | 6 Months Ended |
Jun. 30, 2016 | |
Organization Consolidation Basis Of Presentation Business Description And Accounting Policies [Abstract] | |
Organization, Consolidation, Basis of Presentation, Business Description and Accounting Policies [Text Block] | NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS Hydra Industries Acquisition Corp. (the “Company”) is a blank check company incorporated in Delaware on May 30, 2014. The Company was formed for the purpose of acquiring, through a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, recapitalization or other similar business transaction, one or more operating businesses or assets (“Business Combination”). At June 30, 2016, the Company had not yet commenced operations. All activity through June 30, 2016 related to the Company’s formation, its Initial Public Offering, which is described below, identifying a target company and engaging in due diligence for, and negotiating the terms of, a potential Business Combination. The registration statement for the Company’s initial public offering (the “Initial Public Offering”) was declared effective on October 24, 2014. The Company consummated the Initial Public Offering of 8,000,000 10.00 80,000,000 Simultaneously with the closing of the Initial Public Offering, the Company consummated the private placement of 7,500,000 0.50 3,750,000 Transaction costs amounted to $ 5,223,296 2,000,000 2,800,000 423,296 1,326,704 216,796 500,000 Following the closing of the Initial Public Offering on October 29, 2014, an amount of $80,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the Private Placement Warrants was placed in a trust account (“Trust Account”) and subsequently invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “1940 Act”), with a maturity of 180 days or less or in any open-ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of paragraphs (c)(2), (c)(3) and (c)(4) of Rule 2a-7 of the 1940 Act, and will remain invested in U.S. government securities until the earlier of: (i) the consummation of a Business Combination or (ii) the distribution of the Trust Account as described below. 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. The Company’s securities are listed on the Nasdaq Capital Market (“NASDAQ”). Pursuant to the NASDAQ listing rules, the Company’s Business Combination must be with a target business or businesses whose collective fair market value is equal to at least 80 The Company, after signing a definitive agreement for the acquisition of one or more target businesses or assets, may either (i) seek stockholder approval of a Business Combination at a meeting called for such purpose at which stockholders may seek to redeem their shares, regardless of whether they vote for or against a Business Combination or (ii) provide its 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). Stockholder approval will be sought by the Company if required by law or applicable stock exchange rule or for business or other legal reasons. In the event of a proposed merger of the Company with a target company, stockholder approval is required by Delaware law. Further, under the NASDAQ listing rules, stockholder approval is required, if, for example, (a) the Company will issue common stock that will be equal to or in excess of 20% of the number of shares of its common stock outstanding, (b) any of the Company’s directors, officers or substantial stockholders (as defined by NASDAQ rules) has a 5% or greater interest (or such persons collectively have a 10% or greater interest), directly, or indirectly, in the target business or assets to be acquired or otherwise and the present or potential issuance of common stock could result in an increase in outstanding common shares or voting power of 5% or more, or (c) the issuance or potential issuance of common stock will result in a change of control of the Company. The Business Combination must be approved by the board of directors. In addition, the Company’s Business Combination must be approved by MIHI LLC (the “Macquarie sponsor”) as a condition to the Contingent Forward Purchase Contract (as described in Note 7). In the event that the Company seeks stockholder approval in connection with a Business Combination, the Company will proceed with a Business Combination only if a majority of the outstanding shares that are voted are voted in favor of the Business Combination. In connection with such vote, the Company will provide its stockholders with the opportunity to redeem their shares of the Company’s common stock upon the consummation of a Business Combination for a pro-rata portion of the amount then in the Trust Account (initially $ 10.00 5,000,001 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 purposes of winding up its affairs; (ii) distribute the aggregate amount then on deposit in the Trust Account, including a portion of the interest earned thereon (net of any taxes payable, and less up to $50,000 of interest to pay dissolution expenses), pro rata to the Company’s public stockholders by way of redemption of the Company’s public shares (which redemption would completely extinguish such holders’ rights as stockholders, including the right to receive further liquidation distributions, if any); and (iii) as promptly as possible following such redemption, dissolve and liquidate the balance of the Company’s net assets to its remaining stockholders, as part of the Company’s plan of dissolution and liquidation. The initial stockholders have agreed to waive their redemption rights with respect to the founder shares (i) in connection with the consummation of a Business Combination, (ii) if the Company fails to consummate a Business Combination within the Combination Period, and (iii) upon the Company’s liquidation upon the expiration of the Combination Period. However, if the Company’s initial stockholders should acquire public shares in or after the Initial Public Offering, they will be entitled to redemption rights with respect to such public shares if the Company fails to consummate a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to their deferred underwriting commissions held in the Trust Account in the event the Company does not consummate a Business Combination within the Combination Period and, in such event, such amounts will be included with the funds held in the Trust Account that will be available to fund the redemption of the Company’s public shares. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be less than the Initial Public Offering price per Unit in the Initial Public Offering ($ 10.00 50 The Company will seek to reduce the possibility that Mr. Weil will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (other than the Company’s independent auditors and the provider of the Company’s directors’ and officers’ liability insurance), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. |
LIQUIDITY AND GOING CONCERN
LIQUIDITY AND GOING CONCERN | 6 Months Ended |
Jun. 30, 2016 | |
Liquidity And Going Concern [Abstract] | |
Liquidity And Going Concern [Text Block] | NOTE 2. LIQUIDITY AND GOING CONCERN As of June 30, 2016, the Company had $ 216,796 80,031,319 3,770,731 25,000 47,348 Until the consummation of a Business Combination, the Company will be using the funds not held in the Trust Account for identifying and evaluating prospective acquisition candidates, performing due diligence on prospective target businesses, paying for travel expenditures, selecting the target business to acquire, structuring, negotiating and consummating the Business Combination and paying for public company expenses. For the six months ended June 30, 2016, the Company used cash of $ 586,791 4,038,140 The Company may need to raise additional capital through loans or additional investments from its Sponsors, stockholders, officers, directors, or third parties. On March 16, 2016, the Sponsors loaned the Company $ 250,000 500,000 Other than as described above, none of the Sponsors, stockholders, officers or directors, or third parties, are under any obligation to advance funds to, or to invest in, the Company. Accordingly, the Company may not be able to obtain additional financing. If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of a potential transaction, and reducing overhead expenses. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. These financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 6 Months Ended |
Jun. 30, 2016 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies [Text Block] | NOTE 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of presentation The accompanying unaudited condensed 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 10 of Regulation S-X of the Securities and Exchange Commission (“SEC”). Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a comprehensive presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed financial statements should be read in conjunction with the Company's Annual Report on Form 10-K for the year ended December 31, 2015 as filed with the SEC, which contains the audited financial statements and notes thereto, together with Management's Discussion and Analysis. The financial information as of December 31, 2015 is derived from the audited financial statements presented in the Company's Annual Report on Form 10-K for the year ended December 31, 2015. The interim results for the six months ended June 30, 2016 are not necessarily indicative of the results to be expected for the year ending December 31, 2016 or for any future interim periods. 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 revenues and expenses during the reporting period. 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 financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future events. Accordingly, the actual results could differ significantly from those estimates. 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. The Company did not have any cash equivalents as of June 30, 2016 and December 31, 2015. Cash and marketable securities 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 June 30, 2016, cash and marketable securities held in the Trust Account consisted of $ 80,031,319 Common stock subject to possible redemption The Company accounts for its common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Common stock subject to mandatory redemption (if any) is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at June 30, 2016 and December 31, 2015, common stock subject to possible redemption is presented as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet. Net loss per share The Company complies with accounting and disclosure requirements of ASC Topic 260, “Earnings Per Share.” Net loss per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period. Shares of common stock subject to possible redemption at June 30, 2016 and 2015 have been excluded from the calculation of basic loss per share since such shares, if redeemed, only participate in their pro rata share of the Trust Account earnings. The Company has not considered the effect of warrants to purchase 7,875,000 800,000 Income taxes The Company complies with the accounting and reporting requirements of ASC Topic 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. ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of June 30, 2016. 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 various taxing authorities since its inception. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. The Company’s policy for recording interest and penalties associated with audits is to record such expense as a component of income tax expense. There were no amounts accrued for penalties or interest as of June 30, 2016. Management is currently unaware of any issues under review that could result in significant payments, accruals or material deviations from its position. 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 Fair value of financial instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurements and Disclosures” (“ASC 820”), approximates the carrying amounts represented in the accompanying balance sheets, primarily due to their short-term nature. Recent Accounting Pronouncements In August 2014, the FASB issued ASU 2014-15, “Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern” (“ASU 2014-15”). ASU 2014-15 provides guidance on management’s responsibility in evaluating whether there is substantial doubt about a company’s ability to continue as a going concern and about related footnote disclosures. For each reporting period, management will be required to evaluate whether there are conditions or events that raise substantial doubt about a company’s ability to continue as a going concern within one year from the date the financial statements are issued. The amendments in ASU 2014-15 are effective for annual reporting periods ending after December 15, 2016, and for annual and interim periods thereafter. Early adoption is permitted. The Company adopted the methodologies prescribed by ASU 2014-15 as of January 1, 2016. The adoption of ASU 2014-15 did not have a material effect on its financial position or results of operations. |
INITIAL PUBLIC OFFERING
INITIAL PUBLIC OFFERING | 6 Months Ended |
Jun. 30, 2016 | |
Initial Public Offering [Abstract] | |
Initial Public Offering [Text Block] | NOTE 4. INITIAL PUBLIC OFFERING On October 29, 2014, the Company sold 8,000,000 10.00 0.0001 Each Public Right will convert into one-tenth (1/10) of one share of Common Stock upon the consummation of a Business Combination. The Company did not register the shares of Common Stock issuable upon exercise of the Public Warrants. However, the Company has agreed to use its best efforts to file within 15 business days of the closing of a Business Combination and have an effective registration statement within 60 business days of the closing of a Business Combination covering the shares of Common Stock issuable upon exercise of the Public Warrants, to maintain a current prospectus relating to those shares of Common Stock until the earlier of the date the Public Warrants expire or are redeemed and, the date on which all of the Public Warrants have been exercised and to qualify the resale of such shares under state blue sky laws, to the extent an exemption is not available. Each Public Warrant entitles the holder to purchase one-half share of Common Stock at an exercise price of $5.75 ($11.50 per whole share). The Public Warrants may be exercised only for a whole number of shares of Common Stock. No fractional shares will be issued upon exercise of the Public Warrants. The Public Warrants will become exercisable on the later of (a) 30 days after the consummation of a Business Combination, or (b) 12 months from the closing of the Initial Public Offering. The Public Warrants will expire five years after the consummation of a Business Combination or earlier upon redemption or liquidation. The Public Warrants will be redeemable by the Company at a price of $0.01 per warrant upon 30 days’ prior written notice after the Public Warrants become exercisable, only in the event that the last sale price of the Common Stock equals or exceeds $24.00 per share 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.” In such event, each holder would pay the exercise price by surrendering the Public Warrants for that number of shares of Common Stock equal to the quotient obtained by dividing (x) the product of the number of shares of Common Stock underlying the Public Warrants, multiplied by the difference between the exercise price of the Public Warrants and the “fair market value” by (y) the fair market value. The “fair market value” shall mean the average reported last sale price of the Common Stock for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of Public Warrants. |
PRIVATE PLACEMENT
PRIVATE PLACEMENT | 6 Months Ended |
Jun. 30, 2016 | |
Private Placement [Abstract] | |
Private Placement [Text Block] | NOTE 5. PRIVATE PLACEMENT Simultaneously with the Initial Public Offering, Mr. Weil, the Macquarie sponsor and Martin E. Schloss, the Company’s Executive Vice President, General Counsel and Secretary, purchased an aggregate of 7,500,000 0.50 3,750,000 The Sponsors have agreed that the Private Placement Warrants and the Common Stock issuable upon exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days following consummation 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 purchasers or such purchasers’ 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. 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. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 6 Months Ended |
Jun. 30, 2016 | |
Related Party Transactions [Abstract] | |
Related Party Transactions Disclosure [Text Block] | NOTE 6. RELATED PARTY TRANSACTIONS Founder Shares On July 11, 2014, the Company issued 2,875,000 575,000 25,000 300,000 The Company’s initial stockholders have agreed not to transfer, assign or sell any of their founder shares until the earlier to occur of: (1) one year after a Business Combination or (2) the date on which the Company completes a liquidation, merger, stock exchange or other similar transaction after a Business Combination that results in all of the Company’s stockholders having the right to exchange their shares of Common Stock for cash, securities or other property (the “Lock Up Period”). Notwithstanding the foregoing, if the last sale price of the Common Stock equals or exceeds $ 12.00 Convertible Promissory Notes On March 16, 2016, the Company entered into convertible promissory notes with the Sponsors, whereby the Sponsors loaned the Company an aggregate of $ 500,000 0.50 5.75 The Convertible Promissory Notes were issued pursuant to the Expense Advancement Agreement, dated as of October 24, 2014, by and among the Company and the Sponsors, pursuant to which each Sponsor committed to fund up to $ 250,000 As of June 30, 2016, $ 500,000 |
COMMITMENTS & CONTINGENCIES
COMMITMENTS & CONTINGENCIES | 6 Months Ended |
Jun. 30, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies Disclosure [Text Block] | NOTE 7. COMMITMENTS & CONTINGENCIES Terminated Transaction Fee Arrangements The Company entered into fee arrangements with certain service providers and advisors pursuant to which certain fees incurred by the Company in connection with a Terminated Business Combination would be deferred and become payable only if the Company consummated such Terminated Business Combination. If the Terminated Business Combination did not occur, the Company would not be required to pay these contingent fees. Effective October 26, 2015, all efforts related to such Terminated Business Combination were terminated and, accordingly, all contingent fees that had been previously incurred are no longer due or payable. Potential Transaction Fee Arrangements The Company has entered into fee arrangements with certain service providers and advisors pursuant to which certain fees incurred by the Company in connection with another potential Business Combination will be deferred and become payable only if the Company consummates such potential Business Combination. If the potential Business Combination does not occur, the Company will not be required to pay these contingent fees. As of June 30, 2016, the Company incurred approximately $ 811,000 495,000 256,000 Administrative Services Agreement The Company entered into an Administrative Services Agreement commencing on October 24, 2014 pursuant to which the Company pays an affiliate of the Hydra Sponsor a total of $ 10,000 30,000 60,000 Contingent Forward Purchase Contract On October 24, 2014, the Macquarie sponsor entered into a contingent forward purchase contract with the Company (the “Contingent Forward Purchase Contract”) to purchase, in a private placement for gross proceeds of approximately $ 20,000,000 2,000,000 10.00 2,000,000 200,000 500,000 As a closing condition to the Contingent Forward Purchase Contract, the Company has agreed not to consummate a Business Combination without the Macquarie sponsor’s consent; provided, however, that if the Company fails to consummate a Business Combination within the Combination Period, and the Company’s board of directors (other than the Macquarie sponsor designee) unanimously votes in favor of a proposed Business Combination and the Macquarie sponsor decides to withhold its vote on the Business Combination, the Macquarie sponsor will be, subject to customary conditions, obligated to pay a $ 740,000 Right of First Refusal Pursuant to an agreement dated October 24, 2014, the Company has granted Macquarie Capital (USA) Inc. (“Macquarie Capital”), an affiliate of the Macquarie sponsor, a right of first refusal for a period of 36 months from the closing of the Initial Public Offering to provide certain financial advisory, underwriting, capital raising, and other services for which they may receive fees. The amount of fees the Company pays to Macquarie Capital will be based upon the prevailing market for similar services rendered by global full-service investment banks for such transactions, and will be subject to the review of the Company’s Audit Committee pursuant to the Audit Committee’s policies and procedures relating to transactions that may present conflicts of interest. Registration Rights Pursuant to a registration rights agreement entered into on October 24, 2014 with the Company’s initial stockholders and purchasers of the Private Placement Warrants and the Contingent Forward Purchase Contract, the Company is required to register certain securities for sale under the Securities Act. Each of the sponsors will be entitled to make up to three demands, excluding short form registration demands, that the Company register such securities for sale under the Securities Act and to have the securities covered thereby registered for resale pursuant to Rule 415 under the Securities Act. In addition, these holders will have “piggy-back” registration rights to include their securities in other registration statements filed by the Company. However, the registration rights agreement provides that the Company will not permit any registration statement filed under the Securities Act to become effective until termination of the applicable Lock Up Period. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting Agreement The underwriters were entitled to an underwriting discount of up to 6.0 2.5 2,000,000 3.5 2,800,000 |
STOCKHOLDERS' EQUITY
STOCKHOLDERS' EQUITY | 6 Months Ended |
Jun. 30, 2016 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity Note Disclosure [Text Block] | NOTE 8. STOCKHOLDERS’ EQUITY Preferred Stock 1,000,000 0.0001 Common Stock 29,000,000 0.0001 3,156,561 6,843,439 |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 6 Months Ended |
Jun. 30, 2016 | |
Fair Value Disclosures [Abstract] | |
Fair Value Disclosures [Text Block] | NOTE 9. FAIR VALUE MEASUREMENTS The Company follows the guidance in ASC 820 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 fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: Level 1: Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. Level 2: Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. Level 3: Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability. Description Level June 30, December 31, Assets: Cash and marketable securities held in Trust Account 1 $ 80,031,319 $ 80,009,479 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 6 Months Ended |
Jun. 30, 2016 | |
Subsequent Events [Abstract] | |
Subsequent Events [Text Block] | NOTE 10. SUBSEQUENT EVENTS The Company evaluates subsequent events and transactions that occur after the balance sheet date up to the date that the financial statements were issued for potential recognition or disclosure. Other than as described below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the financial statements. On July 13, 2016, the Company entered into a definitive agreement to acquire London based Inspired Gaming Group and its affiliates (the “Inspired Group”) from funds managed by Vitruvian Partners LLP (a London headquartered private equity firm) and its co-investors. The Share Sale Agreement, dated as of July 13, 2016, by and among the Company, the Vendors named on Schedule 1 thereto, DMWSL 633 Limited (“Target Parent”), DMWSL 632 Limited and Gaming Acquisitions Limited (the “Sale Agreement”), provides for the acquisition by the Company from the Vendors of all of the equity and shareholder loan notes of Target Parent and the Inspired Group (the “Inspired Business Combination”). The Sale Agreement reflects a transaction value for the Inspired Business Combination of £200 million/$264 million, plus an earn-out of up to $25 million (up to 2.5 less 21,500 The “Base Consideration” to be paid for the equity and shareholder loan notes pursuant to the Sale Agreement will equal (i) £100,363,394/$132,479,680, plus 8,237,909 10,874,040 minus 3,000,000 3,960,000 minus The Vendors will be paid the Base Consideration, adjusted for the Accruing Negative Consideration (the “Completion Payment”), partially in cash (the “Cash Consideration”), to the extent available after the payment of transaction expenses and working capital adjustments, if any, and partially in newly-issued shares of Company common stock (“Purchaser Shares”) at a value of $ 10.00 a. The Cash Consideration represents the cash the Company will have available at closing to pay the Completion Payment. The Cash Consideration will equal (i) the Company’s current cash in trust, the $ 20 minus minus minus minus 5 b. The Stock Consideration will equal the Completion Payment minus the Cash Consideration, divided by $10.00 per share. The earn-out payment of up to $ 25,000,000 The consummation of the Inspired Business Combination is conditioned upon the approval of the Company’s stockholders, certain regulatory approvals pertaining to the gaming industry and other customary closing conditions. |
SUMMARY OF SIGNIFICANT ACCOUN17
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 6 Months Ended |
Jun. 30, 2016 | |
Accounting Policies [Abstract] | |
Basis of Accounting, Policy [Policy Text Block] | Basis of presentation The accompanying unaudited condensed 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 10 of Regulation S-X of the Securities and Exchange Commission (“SEC”). Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a comprehensive presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed financial statements should be read in conjunction with the Company's Annual Report on Form 10-K for the year ended December 31, 2015 as filed with the SEC, which contains the audited financial statements and notes thereto, together with Management's Discussion and Analysis. The financial information as of December 31, 2015 is derived from the audited financial statements presented in the Company's Annual Report on Form 10-K for the year ended December 31, 2015. The interim results for the six months ended June 30, 2016 are not necessarily indicative of the results to be expected for the year ending December 31, 2016 or for any future interim periods. |
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 revenues and expenses during the reporting period. 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 financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future events. Accordingly, the actual results could differ significantly from those estimates. |
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. The Company did not have any cash equivalents as of June 30, 2016 and December 31, 2015. |
Cash and Marketable Securities Held in Trust Account [Policy Text Block] | Cash and marketable securities 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 June 30, 2016, cash and marketable securities held in the Trust Account consisted of $ 80,031,319 |
Shares Subject to Mandatory Redemption, Changes in Redemption Value, Policy [Policy Text Block] | Common stock subject to possible redemption The Company accounts for its common stock subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Common stock subject to mandatory redemption (if any) is classified as a liability instrument and is measured at fair value. Conditionally redeemable common stock (including common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, common stock is classified as stockholders’ equity. The Company’s common stock features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at June 30, 2016 and December 31, 2015, common stock subject to possible redemption is presented as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet. |
Earnings Per Share, Policy [Policy Text Block] | Net loss per share The Company complies with accounting and disclosure requirements of ASC Topic 260, “Earnings Per Share.” Net loss per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period. Shares of common stock subject to possible redemption at June 30, 2016 and 2015 have been excluded from the calculation of basic loss per share since such shares, if redeemed, only participate in their pro rata share of the Trust Account earnings. The Company has not considered the effect of warrants to purchase 7,875,000 800,000 |
Income Tax, Policy [Policy Text Block] | Income taxes The Company complies with the accounting and reporting requirements of ASC Topic 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. ASC Topic 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of June 30, 2016. 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 various taxing authorities since its inception. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. The Company’s policy for recording interest and penalties associated with audits is to record such expense as a component of income tax expense. There were no amounts accrued for penalties or interest as of June 30, 2016. Management is currently unaware of any issues under review that could result in significant payments, accruals or material deviations from its position. |
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 |
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 ASC Topic 820, “Fair Value Measurements and Disclosures” (“ASC 820”), approximates the carrying amounts represented in the accompanying balance sheets, primarily due to their short-term nature. |
New Accounting Pronouncements, Policy [Policy Text Block] | Recent Accounting Pronouncements In August 2014, the FASB issued ASU 2014-15, “Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern” (“ASU 2014-15”). ASU 2014-15 provides guidance on management’s responsibility in evaluating whether there is substantial doubt about a company’s ability to continue as a going concern and about related footnote disclosures. For each reporting period, management will be required to evaluate whether there are conditions or events that raise substantial doubt about a company’s ability to continue as a going concern within one year from the date the financial statements are issued. The amendments in ASU 2014-15 are effective for annual reporting periods ending after December 15, 2016, and for annual and interim periods thereafter. Early adoption is permitted. The Company adopted the methodologies prescribed by ASU 2014-15 as of January 1, 2016. The adoption of ASU 2014-15 did not have a material effect on its financial position or results of operations. |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Fair Value Disclosures [Abstract] | |
Fair Value, Assets Measured on Recurring Basis [Table Text Block] | The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at June 30, 2016 and December 31, 2015, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: Description Level June 30, December 31, Assets: Cash and marketable securities held in Trust Account 1 $ 80,031,319 $ 80,009,479 |
DESCRIPTION OF ORGANIZATION A19
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS (Details Textual) - USD ($) | 1 Months Ended | 6 Months Ended | |||
Oct. 29, 2014 | Jun. 30, 2016 | Dec. 31, 2015 | Jun. 30, 2015 | Dec. 31, 2014 | |
Organization Consolidation Basis Of Presentation Business Description And Accounting Policies [Line Items] | |||||
Share Price | $ 10 | $ 10 | |||
Proceeds from Issuance Initial Public Offering | $ 80,000,000 | ||||
Other Liabilities, Noncurrent | $ 2,800,000 | $ 2,800,000 | |||
Cash Available for Fund Operations | $ 1,326,704 | ||||
Minimum Fair Market Value Of Target Business As Percentage Of Assets Held In Trust | 80.00% | ||||
Minimum Value Of Net Tangible Assets Shares Redeemed | $ 5,000,001 | ||||
Liquidation Condition | 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 purposes of winding up its affairs; (ii) distribute the aggregate amount then on deposit in the Trust Account, including a portion of the interest earned thereon (net of any taxes payable, and less up to $50,000 of interest to pay dissolution expenses), pro rata to the Companys public stockholders by way of redemption of the Companys public shares (which redemption would completely extinguish such holders rights as stockholders, including the right to receive further liquidation distributions, if any); and (iii) as promptly as possible following such redemption, dissolve and liquidate the balance of the Companys net assets to its remaining stockholders, as part of the Companys plan of dissolution and liquidation. | ||||
Cash and Cash Equivalents, at Carrying Value, Total | $ 216,796 | $ 256,239 | $ 696,600 | $ 1,123,278 | |
Proceeds from Notes Payable | $ 500,000 | ||||
Lorne Weil, Inc [Member] | |||||
Organization Consolidation Basis Of Presentation Business Description And Accounting Policies [Line Items] | |||||
Share Price | $ 10 | ||||
Business Combination Contingent Consideration Liability Percentage | 50.00% | ||||
Private Placement [Member] | |||||
Organization Consolidation Basis Of Presentation Business Description And Accounting Policies [Line Items] | |||||
Class of Warrant or Right, Outstanding | 7,500,000 | ||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 0.50 | ||||
Proceeds from Issuance of Warrants | $ 3,750,000 | ||||
Initial Public Offering [Member] | |||||
Organization Consolidation Basis Of Presentation Business Description And Accounting Policies [Line Items] | |||||
Stock Issued During Period, Shares, New Issues | 8,000,000 | ||||
Share Price | $ 10 | ||||
Business Acquisition, Transaction Costs | 5,223,296 | ||||
Underwriting Fees | 2,000,000 | ||||
Other Liabilities, Noncurrent | 2,800,000 | ||||
Initial Public Offering costs | $ 423,296 |
LIQUIDITY AND GOING CONCERN (De
LIQUIDITY AND GOING CONCERN (Details Textual) - USD ($) | 6 Months Ended | ||||
Jun. 30, 2016 | Jun. 30, 2015 | Mar. 16, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Liquidity and Going Concern [Line Items] | |||||
Cash and Cash Equivalents, at Carrying Value, Total | $ 216,796 | $ 696,600 | $ 256,239 | $ 1,123,278 | |
Assets Held-in-trust, Current | 80,031,319 | 80,009,479 | |||
Working Capital | 3,770,731 | ||||
Interest Income, Domestic Deposits | 25,000 | ||||
Net Cash Provided by (Used in) Operating Activities, Continuing Operations | (586,791) | (426,509) | |||
Liabilities, Current, Total | 4,038,140 | $ 2,645,838 | |||
Line of Credit Facility, Capacity Available for Specific Purpose Other than for Trade Purchases | $ 250,000 | ||||
Line of Credit Facility, Remaining Borrowing Capacity | $ 500,000 | ||||
Proceeds from Decommissioning Trust Fund Assets | $ 47,348 | $ 0 |
SUMMARY OF SIGNIFICANT ACCOUN21
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Textual) - USD ($) | 6 Months Ended | |
Jun. 30, 2016 | Dec. 31, 2015 | |
Product Information [Line Items] | ||
Federal Depository Insurance Coverage | $ 250,000 | |
Assets Held-in-trust, Current | $ 80,031,319 | $ 80,009,479 |
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 800,000 | |
Warrant [Member] | ||
Product Information [Line Items] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 7,875,000 |
INITIAL PUBLIC OFFERING (Detail
INITIAL PUBLIC OFFERING (Details Textual) - $ / shares | 1 Months Ended | 6 Months Ended | |
Oct. 29, 2014 | Jun. 30, 2016 | Dec. 31, 2015 | |
Initial Public Offering [Line Items] | |||
Share Price | $ 10 | $ 10 | |
Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 | |
IPO [Member] | |||
Initial Public Offering [Line Items] | |||
Stock Issued During Period, Shares, New Issues | 8,000,000 | ||
Share Price | $ 10 | ||
Class Of Warrant Or Rights Description Of Warrants Or Rights Exercisable | Each Public Right will convert into one-tenth (1/10) of one share of Common Stock upon the consummation of a Business Combination. The Company did not register the shares of Common Stock issuable upon exercise of the Public Warrants. However, the Company has agreed to use its best efforts to file within 15 business days of the closing of a Business Combination and have an effective registration statement within 60 business days of the closing of a Business Combination covering the shares of Common Stock issuable upon exercise of the Public Warrants, to maintain a current prospectus relating to those shares of Common Stock until the earlier of the date the Public Warrants expire or are redeemed and, the date on which all of the Public Warrants have been exercised and to qualify the resale of such shares under state blue sky laws, to the extent an exemption is not available. Each Public Warrant entitles the holder to purchase one-half share of Common Stock at an exercise price of $5.75 ($11.50 per whole share). The Public Warrants may be exercised only for a whole number of shares of Common Stock. No fractional shares will be issued upon exercise of the Public Warrants. The Public Warrants will become exercisable on the later of (a) 30 days after the consummation of a Business Combination, or (b) 12 months from the closing of the Initial Public Offering. The Public Warrants will expire five years after the consummation of a Business Combination or earlier upon redemption or liquidation. The Public Warrants will be redeemable by the Company at a price of $0.01 per warrant upon 30 days prior written notice after the Public Warrants become exercisable, only in the event that the last sale price of the Common Stock equals or exceeds $24.00 per share | ||
Common Stock, Par or Stated Value Per Share | $ 0.0001 |
PRIVATE PLACEMENT (Details Text
PRIVATE PLACEMENT (Details Textual) - Private Placement Warrants [Member] | 6 Months Ended |
Jun. 30, 2016USD ($)$ / sharesshares | |
Class Of Warrant Or Right Exercise Price Of Warrants Or Rights Description | Each Private Placement Warrant is exercisable to purchase one-half share of Common Stock at $5.75 per half share. |
Class of Warrant or Right, Outstanding | shares | 7,500,000 |
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 0.50 |
Proceeds from Issuance of Warrants | $ | $ 3,750,000 |
RELATED PARTY TRANSACTIONS (Det
RELATED PARTY TRANSACTIONS (Details Textual) | Jul. 11, 2014$ / sharesshares | Mar. 16, 2016USD ($)$ / shares | Oct. 24, 2014USD ($)shares | Jun. 30, 2016USD ($) |
Related Party Transaction [Line Items] | ||||
Convertible Notes Payable, Current | $ 500,000 | |||
Line of Credit Facility, Maximum Borrowing Capacity | $ 250,000 | |||
Founder shares [Member] | ||||
Related Party Transaction [Line Items] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Forfeitures in Period | shares | 300,000 | |||
Sponsors [Member] | ||||
Related Party Transaction [Line Items] | ||||
Stock Issued During Period, Shares, New Issues | shares | 2,875,000 | |||
Stock Redeemed or Called During Period, Shares | shares | 575,000 | |||
Stock Issued During Period, Value, New Issues | $ 25,000 | |||
Sale of Stock, Price Per Share | $ / shares | $ 12 | |||
Convertible Notes Payable, Current | $ 500,000 | |||
Debt Instrument, Convertible, Conversion Ratio | 0.50 | |||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 5.75 |
COMMITMENTS & CONTINGENCIES (De
COMMITMENTS & CONTINGENCIES (Details Textual) - USD ($) | 1 Months Ended | 3 Months Ended | 6 Months Ended | |||
Oct. 24, 2014 | Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | Oct. 29, 2014 | |
Gain Contingencies [Line Items] | ||||||
Underwriting Discount Percentage | 6.00% | 6.00% | ||||
Underwriting Discount Paid in Cash Percentage | 2.50% | 2.50% | ||||
Underwriting Discount Differed Percentage | 3.50% | |||||
Payments for Underwriting Expense | $ 2,000,000 | |||||
Underwriting Discount Differed Amount | $ 2,800,000 | |||||
Loss Contingency, Estimate of Possible Loss | $ 811,000 | 811,000 | ||||
Loss Contingency, Loss in Period | 495,000 | |||||
Loss Contingency, Range of Possible Loss, Portion Not Accrued | 256,000 | 256,000 | ||||
Transaction Fees | 60,000 | 60,000 | ||||
Hydra Industries Sponsor LLC [Member] | ||||||
Gain Contingencies [Line Items] | ||||||
Payment for Management Fee | $ 10,000 | $ 30,000 | $ 30,000 | 60,000 | $ 60,000 | |
Macquarie Sponsor [Member] | ||||||
Gain Contingencies [Line Items] | ||||||
Business Combination, Integration Related Costs | $ 740,000 | |||||
Macquarie Sponsor [Member] | Common Stock [Member] | IPO [Member] | ||||||
Gain Contingencies [Line Items] | ||||||
Contingent Forward Purchase Contract Shares | 2,000,000 | |||||
Macquarie Sponsor [Member] | Common Stock [Member] | Private Placement [Member] | ||||||
Gain Contingencies [Line Items] | ||||||
Contingent Forward Purchase Contract Amount | $ 20,000,000 | |||||
Contingent Forward Purchase Contract Shares | 500,000 | |||||
Sale of Stock, Price Per Share | $ 10 | |||||
Conversion of Stock, Shares Converted | 2,000,000 | |||||
Conversion of Stock, Shares Issued | 200,000 |
STOCKHOLDERS' EQUITY (Details T
STOCKHOLDERS' EQUITY (Details Textual) - $ / shares | Jun. 30, 2016 | Dec. 31, 2015 |
Class of Stock [Line Items] | ||
Preferred Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 |
Preferred Stock, Shares Authorized | 1,000,000 | 1,000,000 |
Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 |
Common Stock, Shares Authorized | 29,000,000 | 29,000,000 |
Common Stock, Shares, Issued | 3,156,561 | 3,012,432 |
Common stock redemption shares | 6,843,439 | 6,987,568 |
FAIR VALUE MEASUREMENTS (Detail
FAIR VALUE MEASUREMENTS (Details) - USD ($) | Jun. 30, 2016 | Dec. 31, 2015 |
Assets: | ||
Cash and marketable securities held in Trust Account | $ 80,031,319 | $ 80,009,479 |
Fair Value, Inputs, Level 1 [Member] | ||
Assets: | ||
Cash and marketable securities held in Trust Account | $ 80,031,319 | $ 80,009,479 |
SUBSEQUENT EVENTS (Details Text
SUBSEQUENT EVENTS (Details Textual) $ / shares in Units, shares in Millions | Jul. 13, 2016USD ($)$ / sharesshares | Jul. 13, 2016GBP (£)shares | Jun. 30, 2016 | Sep. 30, 2018USD ($) | Jul. 13, 2016GBP (£) |
Inspired Group [Member] | |||||
Subsequent Event [Line Items] | |||||
Description of Difference between Reported Amount and Reporting Currency Denominated Amount | The Sale Agreement reflects a transaction value for the Inspired Business Combination of £200 million/$264 million, plus an earn-out of up to $25 million (up to 2.5 million of the Company’s shares), expected to represent approximately £96 million/$126 million of equity value after adjusting for the maintenance of debt and certain other liabilities (the foregoing conversions from GBP to USD are based on the current USD/GBP exchange rate of $1.32/£1.00 as of July 13, 2016. Although equivalent amounts are also expressed in both UK pounds and US dollars, the payments will be made in UK pounds in the amounts stated.). | ||||
Subsequent Event [Member] | Inspired Group [Member] | |||||
Subsequent Event [Line Items] | |||||
Business combination Consideration Transferred, Other Expenses | $ 3,960,000 | £ 3,000,000 | |||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | shares | 2.5 | 2.5 | |||
Business Combination, Liabilities Arising from Contingencies, Amount Recognized | £ | £ 21,500 | ||||
Business Acquisition, Transaction Costs | $ 10,874,040 | 8,237,909 | |||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Cash and Equivalents | £ | £ 5,000,000 | ||||
Business Acquisition, Share Price | $ / shares | $ 10 | ||||
Proceeds from Issuance of Private Placement | $ | $ 20,000,000 | ||||
Payments to Acquire Businesses, Gross | $ 132,479,680 | £ 100,363,394 | |||
Scenario, Forecast [Member] | |||||
Subsequent Event [Line Items] | |||||
Earn out Consideration estimated | $ | $ 25,000,000 |