10-Q

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended August 31, 2015

or

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from           to

Commission File Number: 001-37421

ELECTRUM SPECIAL ACQUISITION CORPORATION

(Exact Name of Registrant as Specified in Its Charter)

British Virgin Islands	98-1245521
(State or other jurisdiction of incorporation)	(IRS Employer Identification Number)

c/o The Electrum Group LLC

700 Madison Avenue, 5th Floor

New York, NY 10065
(Address of principal executive offices)

(646) 365-1600

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. þ Yes ¨ No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). þ Yes ¨ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer  ¨ Accelerated filer  ¨ Non-accelerated filer  þ
(Do not check if a smaller reporting company) Smaller reporting company  ¨

Indicate by check mark whether the registrant is a shell company (as defined by Rule 12b-2 of the Act). þ Yes ¨ No

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

The number of ordinary shares outstanding as of October 13, 2015 was 25,000,000.

TABLE OF CONTENTS

	Page
PART I - FINANCIAL INFORMATION (UNAUDITED)
ITEM 1. Condensed Interim Financial Statements	1
ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	13
ITEM 3. Quantitative and Qualitative Disclosures About Market Risk	15
ITEM 4. Control and Procedures	15
PART II - OTHER INFORMATION
ITEM 1. Legal Proceedings	15
ITEM 1A. Risk Factors	15
ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds	16
ITEM 3. Defaults Upon Senior Securities	16
ITEM 4. Mine Safety Disclosures	16
ITEM 5. Other Information	16
ITEM 6. Exhibits	16

PART I – FINANCIAL INFORMATION (UNAUDITED)

ITEM 1. FINANCIAL STATEMENTS (unaudited)

Electrum Special Acquisition Corporation

Condensed Interim Balance Sheet (unaudited)

August 31, 2015

Assets
Current Assets:
Cash	$	1,024,009
Prepaid expenses		79,182
Total Current Assets		1,103,191
Prepaid expenses – long term		60,289
Trust account		200,027,657
Total Assets	$	201,191,137
Liabilities and Shareholders’ Equity
Current Liabilities:
Accrued expenses	$	50,207
Due to affiliate		76,170
Total Current Liabilities		126,377
Deferred underwriting compensation		6,750,000
Total Liabilities		6,876,377
Ordinary shares subject to possible redemption: 18,931,476 shares (at a redemption value of approximately $10 per share)		189,314,759
Shareholders’ Equity:
Preferred shares, no par value; five classes of unlimited shares authorized; none issued and outstanding		-
Ordinary shares, no par value, unlimited shares authorized, 6,068,524 shares issued and outstanding (excluding 18,931,476 shares subject to redemption)		5,141,982
Accumulated deficit		(141,981	)
Total Shareholders’ Equity		5,000,001
Total Liabilities and Shareholders’ Equity	$	201,191,137

The accompanying notes are an integral part of the unaudited condensed financial statements.

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Electrum Special Acquisition Corporation

Condensed Interim Statements of Operations (unaudited)

	Three Months Ended August 31, 2015			December 12, 2014 (date of inception) to August 31, 2015
Revenue	$	-		$	-
Operating expenses		156,807			169,638
Loss from operations		(156,807	)		(169,638	)
Interest income		27,657			27,657
Net loss attributable to ordinary shares		(129,150	)		(141,981	)
Weighted average number of ordinary shares outstanding		5,829,091			4,556,612
Basic and diluted net loss per share	$	(0.02	)	$	(0.03	)

The accompanying notes are an integral part of the unaudited condensed financial statements.

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Electrum Special Acquisition Corporation

Condensed Interim Statement of Shareholders’ Equity (unaudited)

For the period from December 12, 2014 (date of inception) to August 31, 2015

										Total
	Ordinary Shares						Accumulated			Shareholders’
	Shares			Amount			Deficit			Equity
Sale of ordinary shares to initial shareholders on April 8, 2015 at $0.00669 per share		3,737,500		$	25,000		$	-		$	25,000
Bonus share issuance on April 22, 2015 of 0.03655250836 for each outstanding ordinary share		136,615			-			-			-
Sale of ordinary shares on April 22, 2015 at $0.00669 per share		438,385			2,932			-			2,932
Bonus share issuance on June 10, 2015 of 0.16666666666667 for each outstanding ordinary share		718,750			-			-			-
Proceeds from the sale of 20,000,000 Units		20,000,000			200,000,000			-			200,000,000
Underwriters’ discount and offering expenses		-			(12,596,191	)		-			(12,596,191	)
Proceeds from the sale of 14,050,000 warrants to the Company’s Sponsor		-			7,025,000			-			7,025,000
Forfeiture of 31,250 ordinary shares as a result of underwriter only partially exercising its over-allotment option		(31,250	)		-			-			-
Ordinary shares subject to possible redemption		(18,931,476	)		(189,314,759	)		-			(189,314,759	)
Net loss		-			-			(141,981	)		(141,981	)
Balance, as of August 31, 2015		6,068,524		$	5,141,982		$	(141,981	)	$	5,000,001

The accompanying notes are an integral part of the unaudited condensed financial statements.

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Electrum Special Acquisition Corporation

Condensed Interim Statement of Cash Flows (unaudited)

For the period from December 12, 2014 (date of inception) to August 31, 2015

Cash Flows From Operating Activities:
Net loss	$	(141,981	)
Adjustments to reconcile net loss to net cash used in operating activities:
Change in operating assets and liabilities:
Increase in prepaid expenses		(139,471	)
Increase in accrued expenses		50,207
Net cash used in operating activities		(231,245	)
Cash Flows From Investing Activities:
Proceeds deposited in Trust Account		(200,000,000	)
Interest reinvested in Trust Account		(27,657	)
Net cash used in investing activities		(200,027,657	)
Cash Flows From Financing Activities:
Proceeds from sale of ordinary shares to Sponsor		27,932
Proceeds from sales of units in Public Offering, net of offering expenses paid		194,153,809
Proceeds from sale of  warrants to Sponsor		7,025,000
Proceeds from due to affiliate		76,170
Net cash provided by financing activities		201,282,911
Increase in cash		1,024,009
Beginning cash		-
Ending cash	$	1,024,009
Supplemental Schedule of Non-Cash Financing Activities:
Deferred underwriters’ compensation	$	6,750,000

The accompanying notes are an integral part of the unaudited condensed financial statements.

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Electrum Special Acquisition Corporation

Notes to Condensed Interim Financial Statements (unaudited)

August 31, 2015

1. Nature of Operations

Electrum Special Acquisition Corporation (the ‘‘Company,’’ ‘‘we,’’ ‘‘our’’ or ‘‘us’’) is a newly organized blank check company incorporated in the British Virgin Islands on December 12, 2014. The Company was formed for the purpose of acquiring, engaging in a share exchange, share reconstruction and amalgamation, purchasing all or substantially all of the assets of, entering into contractual arrangements, or engaging in any other similar business transaction, with one or more businesses or entities (‘‘Business Combination’’). The Company has neither engaged in any operations nor generated any operating revenue to date. The Company’s sponsor is ESAC Holdings LLC, a Delaware limited liability company (the ‘‘Sponsor’’).

The registration statement for the Company’s initial public offering (the “Offering”) (as described in Note 3) was declared effective by the United States Securities and Exchange Commission (“SEC”) on June 10, 2015. The Sponsor and an entity controlled by one of the Company’s directors purchased, simultaneously with the closing of the Offering, an aggregate of $7,025,000 of warrants in a private placement (Note 4).

Upon closing of the Offering and private placement, $200,000,000 was placed in the Trust Account and may be invested in United States government treasury bills, notes or bonds having a maturity of 180 days or less, or in money market funds meeting the applicable conditions under Rule 2a-7 promulgated under the Investment Company Act of 1940 and that invest solely in U.S. treasuries, as determined by the Company, 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 the Offering, although substantially all of the net proceeds of the Offering are intended to be generally applied toward consummating a Business Combination. Furthermore, there is no assurance that the Company will be able to successfully effect a Business Combination. The Company intends to finance a Business Combination in part with the Offering and the $7,025,000 private placement (see Note 3).

The Company will either (1) seek shareholder approval of our initial Business Combination at a meeting called for such purpose at which shareholders may seek to redeem their public shares, regardless of whether they vote for or against the proposed Business Combination, into their pro rata share of the aggregate amount then on deposit in the Trust Account (net of taxes payable), or (2) provide our shareholders with the opportunity to sell their public shares to us by means of a tender offer (and thereby avoid the need for a shareholder vote) for an amount equal to their pro rata share of the aggregate amount then on deposit in the Trust Account (net of taxes payable), in each case based on the number of public shares outstanding and subject to the limitations described herein. The decision as to whether we will seek shareholder approval of our proposed Business Combination or allow shareholders to sell their shares to us in a tender offer will be made by us, solely in our 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 us to seek shareholder approval. Unlike other blank check companies which require shareholder votes and conduct proxy solicitations in conjunction with their initial Business Combinations and related redemptions of public shares for cash upon consummation of such initial Business Combinations even when a vote is not required by law, we will have the flexibility to avoid such shareholder vote and allow our shareholders to sell their shares pursuant to the tender offer rules of the SEC. In that case, we will file tender offer documents with the SEC which will contain substantially the same financial and other information about the initial Business Combination as is required under the SEC’s proxy rules. We will consummate our initial Business Combination only if we have net tangible assets of at least $5,000,001 upon such consummation and, solely if we seek shareholder approval, a majority of the outstanding ordinary shares voted are voted in favor of the Business Combination.

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1. Nature of Operations – (continued)

We have until June 16, 2017 to consummate our initial Business Combination. If we are unable to consummate our initial Business Combination within such time period, we will distribute the aggregate amount then on deposit in the Trust Account pro rata to our public shareholders by way of the redemption of their shares and will cease all operations except for the purposes of winding up of our affairs, as further described herein. In such event, our warrants will expire worthless. We expect the per share redemption price to be $10.00 per ordinary share, without taking into account any interest earned on such funds. However, we may not be able to distribute such amounts as a result of claims of creditors which may take priority over the claims of our public shareholders. In that case, it may be possible that the per-share value of the residual assets remaining available for distribution will be less than the initial public offering price per Unit in the Offering.

Section 102(b)(1) of the Jumpstart Our Business Startups Act of 2012 (the ‘‘JOBS Act’’) permits emerging growth companies to delay complying with new or revised financial accounting standards that do not yet apply to private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act). 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. We have 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, we, 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 our financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

2. Summary of Significant Accounting Policies

Basis of presentation

The accompanying unaudited interim financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (‘‘GAAP’’) for interim 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. The accompanying financial statements recognize December 12, 2014 as our date of inception.

Development stage company

The Company complies with the Financial Accounting Standards Board 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 shareholder equity. Early application of each of the amendments is permitted for any annual reporting period or interim period for which the entity’s financial statements have 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.

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2. Summary of Significant Accounting Policies – (continued)

Net loss per ordinary share

The Company complies with the accounting and disclosure requirements of FASB ASC Topic 260, ‘‘Earnings Per Share’’. Net loss per ordinary share is computed by dividing net loss applicable to ordinary shareholders by the weighted average number of ordinary shares outstanding for the period. At August 31, 2015, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company. The Company has not considered the effect of warrants to purchase ordinary shares in the calculation of diluted loss per share, since the exercise of the warrants is contingent upon the occurrence of future events. As a result, diluted loss per ordinary share is the same as basic loss per ordinary share for the periods presented.

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 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 Topic 820, ‘‘Fair Value Measurements and Disclosures,’’ approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature.

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. Actual results could differ from those estimates.

Deferred offering costs

Deferred offering costs consisted principally of legal, accounting and underwriting costs incurred through the balance sheet date that were directly related to the Offering. Offering costs amounting to $12,596,191 were charged to shareholders’ equity upon completion of the Offering.

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 August 31, 2015.

Cash and securities held in Trust Account

At August 31, 2015, the assets held in the Trust Account were held in cash and U.S. Treasury Bills.

7

2. Summary of Significant Accounting Policies – (continued)

Ordinary shares subject to possible redemption

The Company accounts for its ordinary shares subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Ordinary shares subject to mandatory redemption (if any) are classified as a liability instrument and are measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares 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) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. The Company’s ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at August 31, 2015, the ordinary shares subject to possible redemption in the amount of $189,314,759 (or 18,931,476 shares) are presented as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheet.

Income taxes

The Company complies with the accounting and reporting requirements of FASB 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.

FASB 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. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits as of August 31, 2015. No amounts were accrued for the payment of interest and penalties at August 31, 2015. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception.

The Company may be subject to potential examination by U.S. federal, U.S. state or foreign jurisdiction authorities in the areas of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with U.S. federal, U.S. state and foreign 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.

Accrued expenses and due to affiliate

Accrued expenses represent amounts the Company owes to its vendors, but has not received an invoice for as of the balance sheet date. Due to affiliate represents offering costs, professional fees and due diligence costs paid by an affiliate on behalf of the Company. These advances are non-interest bearing, unsecured and payable on demand.

Going concern

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 has adopted the methodologies prescribed by ASU 2014-15, and does not anticipate that the adoption of ASU 2014-15 will have a material effect on its financial position or results of operations.

8

2. Summary of Significant Accounting Policies – (continued)

Recently issued accounting standards

Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements.

3. Public Offering

On June 16, 2015, the Company sold 20,000,000 units at a price of $10.00 per unit (“Public Units”) in the Offering, including the sale of units upon partial exercise of the underwriters’ overallotment option. Each Public Unit consists of one of the Company’s ordinary shares, no par value, and one warrant. Each warrant entitles the registered holder to purchase one-half of one ordinary share at a price of $5.75 per half share, subject to adjustment as discussed below, at any time commencing on the later of 12 months from the closing of this offering or 30 days after the completion of our initial Business Combination. Warrants may be exercised only for a whole number of ordinary shares. No fractional shares will be issued upon exercise of the warrants. The warrants will expire five years after the completion of an initial Business Combination, or earlier upon redemption, as described below.

Notwithstanding the foregoing, no public warrants will be exercisable for cash unless we have an effective and current registration statement covering the ordinary shares issuable upon exercise of the warrants and a current prospectus relating to such ordinary shares. Notwithstanding the foregoing, if a registration statement covering the ordinary shares issuable upon exercise of the public warrants is not effective within a specified period following the consummation of our initial Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when we shall have failed to maintain an effective registration statement, exercise warrants on a cashless basis in the same manner as if we called the warrants for redemption and required all holders to exercise their warrants on a “cashless basis.” In such event, each holder would pay the exercise price by surrendering the warrants for that number of ordinary shares equal to the quotient obtained by dividing (x) the product of the number of ordinary shares underlying the warrants, multiplied by the difference between the exercise price of the warrants and the “fair market value” (defined below) by (y) the fair market value. The “fair market value” for this purpose will mean the average reported last sale price of the ordinary shares for the 10 trading days ending on the trading day prior to the date of exercise. There will be no net cash settlement of the warrants under any circumstances.

In connection with the Offering, the Sponsor and its designees, and an entity controlled by one of our directors, purchased from us an aggregate of 14,050,000 warrants (‘‘Private Warrants’’) at $0.50 per warrant (for a total purchase price of $7,025,000). These purchases took place on a private placement basis simultaneously with the consummation of the Offering. Each Private Warrant is exercisable to purchase one-half of one ordinary share at $5.75 per half share. All of the proceeds received from this private placement were placed in the Trust Account.

The Private Warrants are identical to the warrants included in the units sold in the Offering except the Private Warrants are non-redeemable and may be exercised on a cashless basis, at the holder’s option, in each case so long as they continue to be held by the initial purchasers or their permitted transferees. The purchasers have also agreed not to transfer, assign or sell any of the Private Warrants or underlying securities (except to the same permitted transferees as the insider shares and provided the transferees agree to the same terms and restrictions as the permitted transferees of the Private Warrants must agree to, each as described below) until 30 days after the completion of our initial Business Combination.

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4. Related Party Transactions

On April 8, 2015, our Sponsor subscribed for an aggregate of 3,737,500 of our ordinary shares (‘‘Insider Shares’’) for an aggregate purchase price of $25,000, or approximately $0.00669 per share.

On April 22, 2015, the Company effected a bonus share issue of 0.03655250836 ordinary shares for each outstanding ordinary share, resulting in the Sponsor owning an aggregate of 3,874,115 Insider Shares. Also on April 22, 2015, our four independent director nominees purchased an aggregate of 92,000 of our Insider Shares, and an entity controlled by another director nominee purchased an aggregate of 346,385 of our Insider Shares, for an aggregate purchase price of approximately $2,932, or approximately $0.00669 per share. The Company accounted for the bonus share issue as a share dividend in form because the total issuance of additional shares was less than 20% of the number of previously outstanding shares.

On June 10, 2015, the entity controlled by a director nominee transferred 45,994 of its 346,385 shares to the Sponsor for a price equal to the original subscription cost of approximately $0.00669 per share, resulting in the Sponsor owning 3,920,109 Insider Shares.

On June 10, 2015, the Company effected a bonus share issue of 0.16666666666667 ordinary shares for each outstanding ordinary share, resulting in the Sponsor owning an aggregate of 4,573,461 Insider Shares, each of the four independent director nominees owning 26,833 Insider Shares, and an entity controlled by another director nominee owning 350,457 Insider Shares. The Company accounted for this bonus share issue as a share dividend in form because the total issuance of additional shares was less than 20% of the number of previously outstanding shares.

On June 16, 2015, the Company’s initial shareholders forfeited an aggregate of 31,250 Insider Shares, so that the initial shareholders own 20.0% of the Company’s issued and outstanding ordinary shares after the Public Offering.

The Insider Shares are identical to the ordinary shares included in the units being sold in this offering. However, the holders have agreed (A) to vote the Insider Shares in favor of any proposed Business Combination, (B) not to propose, or vote in favor of, an amendment to our memorandum and articles of association with respect to our pre-Business Combination activities prior to the consummation of such a Business Combination unless we provide dissenting public shareholders with the opportunity to redeem their public shares in connection with any such vote, (C) not to redeem any shares (including the Insider Shares) into the right to receive cash from the Trust Account in connection with a shareholder vote to approve our proposed initial Business Combination (or sell any shares they hold to us in a tender offer in connection with a proposed initial Business Combination) or a vote to amend the provisions of our memorandum and articles of association relating to shareholders’ rights or pre-Business Combination activity and (D) that the Insider Shares shall not participate in any liquidating distribution upon winding up if a Business Combination is not consummated. Additionally, the holders have agreed not to transfer, assign or sell any of the Insider Shares (except to certain permitted transferees) until the earlier of (i) one year after the date of the consummation of our initial Business Combination or (ii) if after 150 days after our initial Business Combination, the closing price of our ordinary shares 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. Notwithstanding the foregoing, these transfer restrictions will be removed earlier if, after our initial Business Combination, we consummate a subsequent (i) liquidation, merger, stock exchange or other similar transaction which results in all of our shareholders having the right to exchange their ordinary shares for cash, securities or other property or (ii) consolidation, merger or other change in the majority of our management team.

In addition, our Sponsor and an entity controlled by one of our directors purchased an aggregate of 14,050,000 Private Warrants at a price of $0.50 per warrant ($7,025,000 in the aggregate) in a private placement that occurred simultaneously with the closing of the Offering. The proceeds from the private placement of the Private Warrants from the Offering were placed in the Trust Account.

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4. Related Party Transactions – (continued)

The Private Warrants are identical to the warrants included in the units sold in the Offering except the Private Warrants are non-redeemable and may be exercised on a cashless basis, at the holder’s option, in each case so long as they continue to be held by the initial purchasers or their permitted transferees. The purchasers have also agreed not to transfer, assign or sell any of the Private Warrants or underlying securities (except to the same permitted transferees as the Insider Shares and provided the transferees agree to the same terms and restrictions as the permitted transferees of the Private Warrants must agree to, each as described above) until 30 days after the completion of our initial Business Combination.

If the Company does not complete the Business Combination, then the Private Placement Warrants proceeds will be part of the liquidation distribution to the public shareholders and the Private Placement Warrants will expire worthless.

As of August 31, 2015, an affiliate of our sponsor is owed $76,170 for offering costs, due diligence costs and professional fees paid on our behalf. These advances are non-interest bearing and unsecured.

Commencing on the date that our securities are first listed on NASDAQ, we have agreed to pay an affiliate of our Sponsor a total of $10,000 per month for general and administrative services including office space, utilities and secretarial support.

5. Deferred Underwriting Compensation

The Company is committed to pay deferred underwriting compensation (“Deferred Discount”) totaling $6,750,000 (approximately 3.375%) of the gross offering proceeds of the Public Offering, to the underwriters upon the Company’s consummation of the Business Combination. The underwriters are not entitled to any interest accrued on the Deferred Discount, and no Deferred Discount is payable to the underwriters if there is no Business Combination.

6. Trust Account

A total of $200,000,000, which includes $192,975,000 of the net proceeds from the Public Offering and $7,025,000 from the sale of the Private Warrants, has been placed in the Trust Account. As of August 31, 2015, the balance in the Trust Account was $200,027,657.

As of August 31, 2015, the Company’s Trust Account consisted of $199,999,197 in U.S. Treasury Bills, $27,493 in accrued interest and $967 in cash. The Company classifies its U. S. 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 August 31, 2015 balance sheet 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 August 31, 2015 is as follows:

Held-To-Maturity	Carrying Amount		Gross Unrealized Holdings Losses			Fair Value
U.S.Treasury Securities	$	199,999,197	$	(5,224	)	$	199,993,973

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7. Fair Value Measurements

The Company complies with 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 following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis as of August 31, 2015, 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:

Description	August 31, 2015 (unaudited)		Quoted Prices in Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Other Unobservable Inputs  (Level 3)
Assets:
Cash and securities held in Trust Account	$	200,027,657	$	200,027,657	$	-	$	-

8. Shareholders’ Equity

Ordinary Shares

The Company is authorized to issue an unlimited number of ordinary shares with no par value. At August 31, 2015, there were 25,000,000 shares issued and outstanding which includes 18,931,476 shares subject to possible redemption.

Preferred Shares

The Company is authorized to issue an unlimited number of preferred shares with no par value divided into five classes (Class A — Class E). At August 31, 2015, there were no preferred shares issued and outstanding. The rights, privileges, restrictions and conditions of all five classes of preferred shares have not been determined and, accordingly, these features will be attached to each class as they are issued, through amendments to the Articles of Association.

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

References to the “Company,” “us” or “we” refer to Electrum Special Acquisition Corporation. The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with the interim financial statements and the notes thereto contained elsewhere in this quarterly report on Form 10-Q (“Report”). Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.

Note Regarding Forward-Looking Statements

All statements other than statements of historical fact included in this Report including, without limitation, statements under “Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding our business strategy and the plans and objectives of management for future operations, are forward looking statements. When used in this Report, words such as “anticipate,” “believe,” “estimate,” “expect,” “intend” and similar expressions, as they relate to us or our management, identify forward looking statements. Such forward looking statements are based on the beliefs of management, as well as assumptions made by, and information currently available to, our management. Actual results could differ materially from those contemplated by the forward looking statements as a result of certain factors detailed in our filings with the Securities and Exchange Commission (the “SEC”). All subsequent written or oral forward looking statements attributable to us or persons acting on our behalf are qualified in their entirety by this paragraph.

Overview

We are a blank check company incorporated in the British Virgin Islands as a business company and formed for the purpose of acquiring, engaging in a share exchange, share reconstruction and amalgamation, purchasing all or substantially all of the assets of, entering into contractual arrangements, or engaging in any other similar business combination with one or more businesses or entities, which we refer to throughout this Report as a target business. Our efforts to identify a target business will not be limited to a particular industry or geographic region, although we intend to focus our search on target businesses that operate in the metals and mining industry, with an emphasis on gold and other precious metals, which we refer to throughout this Report as our “Business Combination.” We consummated our initial public offering (the “Public Offering”) on June 16, 2015. We are currently in the process of evaluating and identifying targets for a business combination. We intend to use cash from the proceeds of our initial public offering (including proceeds from the partial exercise by the underwriters of their over-allotment option), the sale of the private placement warrants, our capital stock, and our debt or a combination of our cash, stock and debt to fund a business combination.  We are evaluating acquisition opportunities and, at any given time, may be in various stages of due diligence or preliminary discussions with respect to a number of potential acquisitions. From time to time, we may enter into non-binding letters of intent, but we are currently not subject to any definitive agreement with respect to any business combination. However, we cannot assure you that we will identify any suitable target candidates or, if identified, that we will be able to complete the acquisition of such candidates on favorable terms or at all.

Results of Operations

For the period from December 12, 2014 (inception) through August 31, 2015, we had a net loss of $141,981 and incurred costs of $12,596,191 related to the Company’s Public Offering which have been charged to shareholders’ equity.

The Company’s entire activity from December 12, 2014 (inception) through June 16, 2015, was in preparation for the Public Offering, which was consummated on that date. Since that date, the Company has engaged in a search for a target for the Business Combination. We believe that we have sufficient funds available to complete our efforts to effect a Business Combination with an operating business within the required 24 months from our Public Offering.

13

Liquidity and Capital Resources

As of August 31, 2015, we had cash of $1,024,009. Until the consummation of the Public Offering, the Company’s only source of liquidity was an initial purchase of our ordinary shares and a series of advances made by an affiliate of the Company. These advances are non-interest bearing and unsecured.

On June 16, 2015, we consummated the Public Offering of 20,000,000 units at a price of $10.00 per unit. Simultaneously with the consummation of the Public Offering, we consummated the private sale of an aggregate of 14,050,000 warrants, each exercisable to purchase one-half of one ordinary share at $5.75 per half share, to the Sponsor and an entity controlled by one of our directors at a price of $0.50 per warrant, generating gross proceeds of $7,025,000. We received net proceeds from the Company’s Public Offering and the sale of the Private Placement Warrants of approximately $201,175,000, net of the non-deferred portion of the underwriting commissions and fees of $5,250,000 and offering costs and other expenses of approximately $600,000. For a description of the proceeds generated in the Company’s Public Offering and a discussion of the use of such proceeds, refer to Note 3 and Note 5 of the unaudited financial statements included in Part I, Item 1 and Part II, Item 2 of this Report.

As of August 31, 2015, $200,027,657 was held in the Trust Account and we had cash outside of trust of $1,024,009 and $126,377 in accrued expenses and due to affiliates. Through August 31, 2015, the Company had not withdrawn any funds from interest earned on the trust proceeds. Other than the deferred underwriting compensation, no amounts are payable to the underwriters of the Public Offering in the event of a Business Combination.

Off-Balance Sheet Arrangements

As of August 31, 2015, we did not have any off-balance sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation S-K and did not have any commitments or contractual obligations. We have not guaranteed any debt or commitments of other entities or entered into any options on non-financial assets.

Contractual Obligations

We do not have any long term debt, capital lease obligations, operating lease obligations or purchase obligations other than a monthly fee of $10,000 payable to The Electrum Group LLC, an affiliate of our Sponsor, for office space, utilities, secretarial and administrative services, effective as of June 10, 2015, the effective date of the registration statement for our initial public offering.

Critical Accounting Policies

The preparation of interim financial statements and related disclosures in conformity with generally accepted accounting principles in the United States (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the interim financial statements, and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. We have identified the following as our critical accounting policies:

Loss per ordinary share

Loss per share is computed by dividing net loss applicable to ordinary shareholders by the weighted average number of ordinary shares outstanding for the period.

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.

14

Recent accounting pronouncements

Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s consolidated financial statements.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We were incorporated in the British Virgin Islands on December 12, 2014 for the purpose of effecting a business combination. As of August 31, 2015, we were considered in the development stage and had not yet commenced any operations or generated any revenues. All activity through August 31, 2015, relates to our formation, preparing for our initial public offering, general corporate matters, and searching for a target for the Business Combination. We did not have any financial instruments that were exposed to market risks as of August 31, 2015.

ITEM 4. Controls and Procedures

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in company reports filed or submitted under the Exchange Act is accumulated and communicated to management, including our Chief Executive Officer (who also serves as our principal financial officer), to allow timely decisions regarding required disclosure.

As required by Rules 13a-15 and 15d-15 under the Exchange Act, our Chief Executive Officer carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of August 31, 2015. Based upon his evaluation, our Chief Executive Officer concluded that our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) were effective.

During the most recently completed fiscal quarter, there has been no change in our internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, out internal control over financial reporting.

PART II – OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

None.

ITEM 1A. RISK FACTORS

Factors that could cause our actual results to differ materially from those in this Report are any of the risks described in our prospectus filed with the SEC on June 11, 2015. Any of these factors could result in a significant or material adverse effect on our results of operations or financial condition. Additional risk factors not presently known to us or that we currently deem immaterial may also impair our business or results of operations.

As of the date of this Report, there have been no material changes to the risk factors disclosed in our prospectus filed on June 11, 2015 with the SEC; however, we may disclose changes to such factors or disclose additional factors from time to time in our future filings with the SEC.

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ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Use of Proceeds from our Initial Public Offering

On June 16, 2015, we closed our initial public offering of 20,000,000 units (including 2,500,000 units issued pursuant to the underwriters’ partial exercise of their over-allotment option), with each unit consisting of one ordinary share and one warrant to purchase one-half of one ordinary share at an exercise price of $5.75 per half share. All of the units registered were sold at an offering price of $10.00 per unit and generated gross proceeds of $200,000,000. The securities sold in our initial public offering were registered under our registration statements on Form S-1 (Nos. 333-203599 and 333-204866), declared effective on June 10, 2015. On June 16, 2015, our sponsor and our other initial shareholders forfeited an aggregate of 31,250 ordinary shares in connection with the underwriters’ partial exercise of their over-allotment option, so that such shareholders continue to collectively own 20.0% of the Company’s issued and outstanding ordinary shares after the initial public offering.

We received net proceeds of approximately $201,175,000 from our initial public offering (including proceeds from the partial exercise by the underwriters of their over-allotment option). Of those net proceeds, $6,750,000 is attributable to the deferred underwriters’ discount. Expenses related to the offering totaled approximately $5,850,000. $200,000,000 of the net proceeds from the initial public offering were deposited into the Trust Account and will be part of the funds distributed to our public shareholders in the event we are unable to complete a business combination. Except with respect to interest earned on the funds held in the Trust Account that may be released to us to pay our franchise and income tax obligations, the proceeds from our initial public offering will not be released from the trust account until the earlier of (a) the completion of our business combination or (b) the redemption of our public shares if we are unable to complete our business combination within 24 months from June 16, 2015, subject to applicable law. The remaining net proceeds of approximately $1,175,000 not held in the trust account became available to use to cover operating expenses. This limitation on our working capital will preclude us from declaring and paying dividends.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

None.

ITEM 5. OTHER INFORMATION

None.

ITEM 6. EXHIBITS

Exhibit No.	Description
31*	Certification of Principal Executive Officer and Principal Financial and Accounting Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32*	Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS*	XBRL Instance Document
101.SCH*	XBRL Schema Document
101.CAL*	XBRL Calculation Linkbase Document
101.DEF*	XBRL Definition Linkbase Document
101.LAB*	XBRL Label Linkbase Document
101.PRE*	XBRL Presentation Linkbase Document

* Filed herewith.

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SIGNATURES

In accordance with the requirements of the Exchange Act of 1934, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

ELECTRUM SPECIAL ACQUISITION CORPORATION
By:	/s/ Eric N. Vincent
Eric N. Vincent
Chief Executive Officer and Secretary
(principal executive officer and principal financial and accounting officer)

Date:  October 13, 2015

EXHIBIT INDEX

Exhibit No.	Description
31*	Certification of Principal Executive Officer and Principal Financial and Accounting Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32*	Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS*	XBRL Instance Document
101.SCH*	XBRL Schema Document
101.CAL*	XBRL Calculation Linkbase Document
101.DEF*	XBRL Definition Linkbase Document
101.LAB*	XBRL Label Linkbase Document
101.PRE*	XBRL Presentation Linkbase Document

* Filed herewith.

EX-31

Exhibit 31

CERTIFICATE PURSUANT TO

RULES 13a-14(a) and 15d-14(a),

AS ADOPTED PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Eric N. Vincent, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Electrum Special Acquisition Corporation;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Dated: October 13, 2015	/s/ Eric N. Vincent
	Eric N. Vincent
	Chief Executive Officer and Secretary
	(Principal executive officer and principal financial and accounting officer)

EX-32

Exhibit 32

CERTIFICATION

PURSUANT TO

18 USC. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Electrum Special Acquisition Corporation (the “Company”) on Form 10-Q for the quarterly period ended August 31, 2015, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Eric N. Vincent, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

The foregoing certification is being furnished solely to accompany the Report pursuant to 18 U.S.C. section 1350 and is not being filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and is not to be incorporated by reference into any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing

Dated: October 13, 2015
	/s/ Eric N. Vincent
	Eric N. Vincent
	Chief Executive Officer and Secretary
	(Principal executive officer and principal financial and accounting officer)

XML

Trust Account (Details Textual)	9 Months Ended
	Aug. 31, 2015 USD ($)
Schedule of Held-to-maturity Securities [Line Items]
Proceeds from Issuance or Sale of Equity, Total	$ 200,000,000
Proceeds from Issuance Initial Public Offering	194,153,809
Proceeds from Issuance of Private Placement	7,025,000
Assets Held-in-trust, Noncurrent	200,027,657
US Treasury Securities [Member]
Schedule of Held-to-maturity Securities [Line Items]
Held-to-maturity Securities	199,999,197
Assets Held In Trust, Accrued Interest	27,493
Assets Held In Trust, Cash	$ 967

XML

Summary of Significant Accounting Policies

9 Months Ended

Aug. 31, 2015

Accounting Policies [Abstract]

Significant Accounting Policies [Text Block]

2. Summary of Significant Accounting Policies

Basis of presentation

The accompanying unaudited interim financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (‘‘GAAP’’) for interim 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. The accompanying financial statements recognize December 12, 2014 as our date of inception.

Development stage company

The Company complies with the Financial Accounting Standards Board 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 shareholder equity. Early application of each of the amendments is permitted for any annual reporting period or interim period for which the entity’s financial statements have 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.

Net loss per ordinary share

The Company complies with the accounting and disclosure requirements of FASB ASC Topic 260, ‘‘Earnings Per Share’’. Net loss per ordinary share is computed by dividing net loss applicable to ordinary shareholders by the weighted average number of ordinary shares outstanding for the period. At August 31, 2015, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company. The Company has not considered the effect of warrants to purchase ordinary shares in the calculation of diluted loss per share, since the exercise of the warrants is contingent upon the occurrence of future events. As a result, diluted loss per ordinary share is the same as basic loss per ordinary share for the periods presented.

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 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 Topic 820, ‘‘Fair Value Measurements and Disclosures,’’ approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature.

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. Actual results could differ from those estimates.

Deferred offering costs

Deferred offering costs consisted principally of legal, accounting and underwriting costs incurred through the balance sheet date that were directly related to the Offering. Offering costs amounting to $12,596,191 were charged to shareholders’ equity upon completion of the Offering.

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 August 31, 2015.

Cash and securities held in Trust Account

At August 31, 2015, the assets held in the Trust Account were held in cash and U.S. Treasury Bills.

Ordinary shares subject to possible redemption

The Company accounts for its ordinary shares subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Ordinary shares subject to mandatory redemption (if any) are classified as a liability instrument and are measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares 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) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. The Company’s ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at August 31, 2015, the ordinary shares subject to possible redemption in the amount of $189,314,759 (or 18,931,476 shares) are presented as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheet.

Income taxes

The Company complies with the accounting and reporting requirements of FASB 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.

FASB 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. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits as of August 31, 2015. No amounts were accrued for the payment of interest and penalties at August 31, 2015. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception.

The Company may be subject to potential examination by U.S. federal, U.S. state or foreign jurisdiction authorities in the areas of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with U.S. federal, U.S. state and foreign 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.

Accrued expenses and due to affiliate

Accrued expenses represent amounts the Company owes to its vendors, but has not received an invoice for as of the balance sheet date. Due to affiliate represents offering costs, professional fees and due diligence costs paid by an affiliate on behalf of the Company. These advances are non-interest bearing, unsecured and payable on demand.

Going concern

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 has adopted the methodologies prescribed by ASU 2014-15, and does not anticipate that the adoption of ASU 2014-15 will have a material effect on its financial position or results of operations.

Recently issued accounting standards

Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements.

XML

Nature of Operations

9 Months Ended

Aug. 31, 2015

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Nature of Operations [Text Block]

1. Nature of Operations

Electrum Special Acquisition Corporation (the ‘‘Company,’’ ‘‘we,’’ ‘‘our’’ or ‘‘us’’) is a newly organized blank check company incorporated in the British Virgin Islands on December 12, 2014. The Company was formed for the purpose of acquiring, engaging in a share exchange, share reconstruction and amalgamation, purchasing all or substantially all of the assets of, entering into contractual arrangements, or engaging in any other similar business transaction, with one or more businesses or entities (‘‘Business Combination’’). The Company has neither engaged in any operations nor generated any operating revenue to date. The Company’s sponsor is ESAC Holdings LLC, a Delaware limited liability company (the ‘‘Sponsor’’).

The registration statement for the Company’s initial public offering (the “Offering”) (as described in Note 3) was declared effective by the United States Securities and Exchange Commission (“SEC”) on June 10, 2015. The Sponsor and an entity controlled by one of the Company’s directors purchased, simultaneously with the closing of the Offering, an aggregate of $7,025,000 of warrants in a private placement (Note 4).

Upon closing of the Offering and private placement, $200,000,000 was placed in the Trust Account and may be invested in United States government treasury bills, notes or bonds having a maturity of 180 days or less, or in money market funds meeting the applicable conditions under Rule 2a-7 promulgated under the Investment Company Act of 1940 and that invest solely in U.S. treasuries, as determined by the Company, 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 the Offering, although substantially all of the net proceeds of the Offering are intended to be generally applied toward consummating a Business Combination. Furthermore, there is no assurance that the Company will be able to successfully effect a Business Combination. The Company intends to finance a Business Combination in part with the Offering and the $7,025,000 private placement (see Note 3).

The Company will either (1) seek shareholder approval of our initial Business Combination at a meeting called for such purpose at which shareholders may seek to redeem their public shares, regardless of whether they vote for or against the proposed Business Combination, into their pro rata share of the aggregate amount then on deposit in the Trust Account (net of taxes payable), or (2) provide our shareholders with the opportunity to sell their public shares to us by means of a tender offer (and thereby avoid the need for a shareholder vote) for an amount equal to their pro rata share of the aggregate amount then on deposit in the Trust Account (net of taxes payable), in each case based on the number of public shares outstanding and subject to the limitations described herein. The decision as to whether we will seek shareholder approval of our proposed Business Combination or allow shareholders to sell their shares to us in a tender offer will be made by us, solely in our 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 us to seek shareholder approval. Unlike other blank check companies which require shareholder votes and conduct proxy solicitations in conjunction with their initial Business Combinations and related redemptions of public shares for cash upon consummation of such initial Business Combinations even when a vote is not required by law, we will have the flexibility to avoid such shareholder vote and allow our shareholders to sell their shares pursuant to the tender offer rules of the SEC. In that case, we will file tender offer documents with the SEC which will contain substantially the same financial and other information about the initial Business Combination as is required under the SEC’s proxy rules. We will consummate our initial Business Combination only if we have net tangible assets of at least $5,000,001 upon such consummation and, solely if we seek shareholder approval, a majority of the outstanding ordinary shares voted are voted in favor of the Business Combination.

We have until June 16, 2017 to consummate our initial Business Combination. If we are unable to consummate our initial Business Combination within such time period, we will distribute the aggregate amount then on deposit in the Trust Account pro rata to our public shareholders by way of the redemption of their shares and will cease all operations except for the purposes of winding up of our affairs, as further described herein. In such event, our warrants will expire worthless. We expect the per share redemption price to be $10.00 per ordinary share, without taking into account any interest earned on such funds. However, we may not be able to distribute such amounts as a result of claims of creditors which may take priority over the claims of our public shareholders. In that case, it may be possible that the per-share value of the residual assets remaining available for distribution will be less than the initial public offering price per Unit in the Offering.

Section 102(b)(1) of the Jumpstart Our Business Startups Act of 2012 (the ‘‘JOBS Act’’) permits emerging growth companies to delay complying with new or revised financial accounting standards that do not yet apply to private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act). 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. We have 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, we, 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 our financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

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Condensed Interim Balance Sheet	Aug. 31, 2015 USD ($)
Current Assets:
Cash	$ 1,024,009
Prepaid expenses	79,182
Total Current Assets	1,103,191
Prepaid expenses - long term	60,289
Trust account	200,027,657
Total Assets	201,191,137
Current Liabilities:
Accrued expenses	50,207
Due to affiliate	76,170
Total Current Liabilities	126,377
Deferred underwriting compensation	6,750,000
Total Liabilities	6,876,377
Ordinary shares subject to possible redemption: 18,931,476 shares (at a redemption value of approximately $10 per share)	189,314,759
Shareholders' Equity:
Preferred shares, no par value; five classes of unlimited shares authorized; none issued and outstanding	0
Ordinary shares, no par value, unlimited shares authorized, 6,068,524 shares issued and outstanding (excluding 18,931,476 shares subject to redemption)	5,141,982
Accumulated deficit	(141,981)
Total Shareholders’ Equity	5,000,001
Total Liabilities and Shareholders’ Equity	$ 201,191,137

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Condensed Interim Statement of Shareholders' Equity (Parenthetical)	Aug. 31, 2015 shares	Jun. 10, 2015	Apr. 22, 2015 $ / shares	Apr. 08, 2015 $ / shares
Sale of Stock, Price Per Share			$ 0.00669	$ 0.00669
Issuance of Bonus Shares, Basis of Issuance		0.16666666666667	0.03655250836
Warrants Issued | shares	14,050,000

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Related Party Transactions (Details Textual)			1 Months Ended	9 Months Ended
	Jun. 16, 2015 USD ($) $ / shares shares	Jun. 10, 2015 $ / shares shares	Apr. 08, 2015 USD ($) $ / shares shares	Aug. 31, 2015 USD ($) $ / shares shares	Apr. 22, 2015 USD ($) $ / shares shares
Related Party Transaction [Line Items]
Stock Issued During Period, Value, New Issues | $				$ 25,000
Bonus Share Issuance Ratio		0.16666666666667			0.03655250836
Common Stock, Shares Held in Employee Trust | $					$ 2,932
Shares Issued, Price Per Share | $ / shares				$ 10.00	$ 0.00669
Business Acquisition, Planned Restructuring Activities, Description				Business Combination or (ii) if after 150 days after our initial Business Combination, the closing price of our ordinary shares 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. Notwithstanding the foregoing, these transfer restrictions will be removed earlier if, after our initial Business Combination, we consummate a subsequent (i) liquidation, merger, stock exchange or other similar transaction which results in all of our shareholders having the right to exchange their ordinary shares for cash, securities or other property or (ii) consolidation, merger or other change in the majority of our management team.
Warrants Issued				14,050,000
Due to Affiliate | $				$ 76,170
Proceeds from Issuance of Private Placement | $				$ 7,025,000
Sale of Stock, Price Per Share | $ / shares			$ 0.00669		$ 0.00669
Restricted Stock Award, Forfeitures | $	$ 31,250
Percentage Of Ownership After Forfeiture	20.00%
Private Placement [Member]
Related Party Transaction [Line Items]
Warrants Issued	14,050,000			14,050,000
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares	$ 0.50			$ 0.50
Proceeds from Issuance of Private Placement | $	$ 7,025,000			$ 7,025,000
Director [Member]
Related Party Transaction [Line Items]
Common Stock, Shares Held in Employee Trust, Shares		26,833			92,000
Sale of Stock, Number of Shares Issued in Transaction		45,994
Shares Held By Director Nominee Before Sale		346,385
Sale of Stock, Price Per Share | $ / shares		$ 0.00669
Director One [Member]
Related Party Transaction [Line Items]
Common Stock, Shares Held in Employee Trust, Shares		350,457			346,385
Sponsor [Member]
Related Party Transaction [Line Items]
Stock Issued During Period, Shares, New Issues			3,737,500
Stock Issued During Period, Value, New Issues | $			$ 25,000
Share Price | $ / shares			$ 0.00669
Common Stock, Shares Held in Employee Trust, Shares		4,573,461			3,874,115
Shares Held By Sponsor After Purchase		3,920,109
Sponsor [Member] | General and Administrative Expense [Member]
Related Party Transaction [Line Items]
Due to Affiliate | $				$ 10,000

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Trust Account (Details) - US Treasury Securities [Member]	9 Months Ended
	Aug. 31, 2015 USD ($)
Schedule of Held-to-maturity Securities [Line Items]
Carrying Amount	$ 199,999,197
Gross Unrealized Holdings Losses	(5,224)
Fair Value	$ 199,993,973

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Condensed Interim Statement of Cash Flows	9 Months Ended
	Aug. 31, 2015 USD ($)
Cash Flows From Operating Activities:
Net loss	$ (141,981)
Change in operating assets and liabilities:
Increase in prepaid expenses	(139,471)
Increase in accrued expenses	50,207
Net cash used in operating activities	(231,245)
Cash Flows From Investing Activities:
Proceeds deposited in Trust Account	(200,000,000)
Interest reinvested in Trust Account	(27,657)
Net cash used in investing activities	(200,027,657)
Cash Flows From Financing Activities:
Proceeds from sale of ordinary shares to Sponsor	27,932
Proceeds from sales of units in Public Offering, net of offering expenses paid	194,153,809
Proceeds from sale of warrants to Sponsor	7,025,000
Proceeds from due to affiliate	76,170
Net cash provided by financing activities	201,282,911
Increase in cash	1,024,009
Beginning cash	0
Ending cash	1,024,009
Supplemental Schedule of Non-Cash Financing Activities:
Deferred underwriters’ compensation	$ 6,750,000

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Condensed Interim Balance Sheet (Parenthetical)	9 Months Ended
	Aug. 31, 2015 $ / shares shares
Financial Instruments Subject to Mandatory Redemption, Settlement Terms, Number of Shares	18,931,476
Temporary Equity, Redemption Price Per Share | $ / shares	$ 10
Preferred Stock, No Par Value | $ / shares	$ 0
Preferred Stock, Shares Authorized	0
Preferred Stock, Shares Issued	0
Preferred Stock, Shares Outstanding	0
Ordinary shares, No Par Value | $ / shares	$ 0
Ordinary shares, Shares Authorized	Unlimited
Ordinary shares, Shares, Issued	6,068,524
Ordinary shares, Shares, Outstanding	6,068,524

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Trust Account (Tables)

9 Months Ended

Aug. 31, 2015

Investments, Debt and Equity Securities [Abstract]

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 August 31, 2015 is as follows:

Held-To-Maturity	Carrying Amount		Gross Unrealized Holdings Losses		Fair Value
U.S.Treasury Securities	$	199,999,197	$	(5,224)	$	199,993,973

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Document And Entity Information - shares	9 Months Ended
	Aug. 31, 2015	Oct. 09, 2015
Document Information [Line Items]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Aug. 31, 2015
Document Fiscal Year Focus	2015
Document Fiscal Period Focus	Q3
Entity Registrant Name	Electrum Special Acquisition Corp
Entity Central Index Key	0001639669
Current Fiscal Year End Date	--11-30
Entity Filer Category	Non-accelerated Filer
Trading Symbol	ELECU
Entity Common Stock, Shares Outstanding		25,000,000

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Fair Value Measurements (Tables)

9 Months Ended

Aug. 31, 2015

Fair Value Disclosures [Abstract]

Fair Value Inputs, Assets, Quantitative Information [Table Text Block]

Description	August 31, 2015 (unaudited)		Quoted Prices in Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Other Unobservable Inputs (Level 3)
Assets:
Cash and securities held in Trust Account	$	200,027,657	$	200,027,657	$	-	$	-

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Condensed Interim Statements of Operations - USD ($)	3 Months Ended	9 Months Ended
	Aug. 31, 2015	Aug. 31, 2015
Revenue	$ 0	$ 0
Operating expenses	156,807	169,638
Loss from operations	(156,807)	(169,638)
Interest income	27,657	27,657
Net loss attributable to ordinary shares	$ (129,150)	$ (141,981)
Weighted average number of ordinary shares outstanding	5,829,091	4,556,612
Basic and diluted net loss per share	$ (0.02)	$ (0.03)

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Deferred Underwriting Compensation

9 Months Ended

Aug. 31, 2015

Deferred Underwriting Compensation Liability [Abstract]

Deferred Underwriting Compensation Liability Disclosure [Text Block]

5. Deferred Underwriting Compensation

The Company is committed to pay deferred underwriting compensation (“Deferred Discount”) totaling $6,750,000 (approximately 3.375%) of the gross offering proceeds of the Public Offering, to the underwriters upon the Company’s consummation of the Business Combination. The underwriters are not entitled to any interest accrued on the Deferred Discount, and no Deferred Discount is payable to the underwriters if there is no Business Combination.

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Related Party Transactions

9 Months Ended

Aug. 31, 2015

Related Party Transactions [Abstract]

Related Party Transactions Disclosure [Text Block]

4. Related Party Transactions

On April 8, 2015, our Sponsor subscribed for an aggregate of 3,737,500 of our ordinary shares (‘‘Insider Shares’’) for an aggregate purchase price of $25,000, or approximately $0.00669 per share.

On April 22, 2015, the Company effected a bonus share issue of 0.03655250836 ordinary shares for each outstanding ordinary share, resulting in the Sponsor owning an aggregate of 3,874,115 Insider Shares. Also on April 22, 2015, our four independent director nominees purchased an aggregate of 92,000 of our Insider Shares, and an entity controlled by another director nominee purchased an aggregate of 346,385 of our Insider Shares, for an aggregate purchase price of approximately $2,932, or approximately $0.00669 per share. The Company accounted for the bonus share issue as a share dividend in form because the total issuance of additional shares was less than 20% of the number of previously outstanding shares.

On June 10, 2015, the entity controlled by a director nominee transferred 45,994 of its 346,385 shares to the Sponsor for a price equal to the original subscription cost of approximately $0.00669 per share, resulting in the Sponsor owning 3,920,109 Insider Shares.

On June 10, 2015, the Company effected a bonus share issue of 0.16666666666667 ordinary shares for each outstanding ordinary share, resulting in the Sponsor owning an aggregate of 4,573,461 Insider Shares, each of the four independent director nominees owning 26,833 Insider Shares, and an entity controlled by another director nominee owning 350,457 Insider Shares. The Company accounted for this bonus share issue as a share dividend in form because the total issuance of additional shares was less than 20% of the number of previously outstanding shares.

On June 16, 2015, the Company’s initial shareholders forfeited an aggregate of 31,250 Insider Shares, so that the initial shareholders own 20.0% of the Company’s issued and outstanding ordinary shares after the Public Offering.

The Insider Shares are identical to the ordinary shares included in the units being sold in this offering. However, the holders have agreed (A) to vote the Insider Shares in favor of any proposed Business Combination, (B) not to propose, or vote in favor of, an amendment to our memorandum and articles of association with respect to our pre-Business Combination activities prior to the consummation of such a Business Combination unless we provide dissenting public shareholders with the opportunity to redeem their public shares in connection with any such vote, (C) not to redeem any shares (including the Insider Shares) into the right to receive cash from the Trust Account in connection with a shareholder vote to approve our proposed initial Business Combination (or sell any shares they hold to us in a tender offer in connection with a proposed initial Business Combination) or a vote to amend the provisions of our memorandum and articles of association relating to shareholders’ rights or pre-Business Combination activity and (D) that the Insider Shares shall not participate in any liquidating distribution upon winding up if a Business Combination is not consummated. Additionally, the holders have agreed not to transfer, assign or sell any of the Insider Shares (except to certain permitted transferees) until the earlier of (i) one year after the date of the consummation of our initial Business Combination or (ii) if after 150 days after our initial Business Combination, the closing price of our ordinary shares 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. Notwithstanding the foregoing, these transfer restrictions will be removed earlier if, after our initial Business Combination, we consummate a subsequent (i) liquidation, merger, stock exchange or other similar transaction which results in all of our shareholders having the right to exchange their ordinary shares for cash, securities or other property or (ii) consolidation, merger or other change in the majority of our management team.

In addition, our Sponsor and an entity controlled by one of our directors purchased an aggregate of 14,050,000 Private Warrants at a price of $0.50 per warrant ($7,025,000 in the aggregate) in a private placement that occurred simultaneously with the closing of the Offering. The proceeds from the private placement of the Private Warrants from the Offering were placed in the Trust Account.

The Private Warrants are identical to the warrants included in the units sold in the Offering except the Private Warrants are non-redeemable and may be exercised on a cashless basis, at the holder’s option, in each case so long as they continue to be held by the initial purchasers or their permitted transferees. The purchasers have also agreed not to transfer, assign or sell any of the Private Warrants or underlying securities (except to the same permitted transferees as the Insider Shares and provided the transferees agree to the same terms and restrictions as the permitted transferees of the Private Warrants must agree to, each as described above) until 30 days after the completion of our initial Business Combination.

If the Company does not complete the Business Combination, then the Private Placement Warrants proceeds will be part of the liquidation distribution to the public shareholders and the Private Placement Warrants will expire worthless.

As of August 31, 2015, an affiliate of our sponsor is owed $76,170 for offering costs, due diligence costs and professional fees paid on our behalf. These advances are non-interest bearing and unsecured.

Commencing on the date that our securities are first listed on NASDAQ, we have agreed to pay an affiliate of our Sponsor a total of $10,000 per month for general and administrative services including office space, utilities and secretarial support.

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Deferred Underwriting Compensation (Details Textual)	Aug. 31, 2015 USD ($)
Deferred Underwriting Compensation Liability [Line Items]
Deferred Underwriting Discounts	$ 6,750,000
Percentage of Deferred Underwriting Discounts	3.375%

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Nature of Operations (Details Textual) - USD ($)	9 Months Ended
	Aug. 31, 2015	Apr. 22, 2015
Nature of Operations [Line Items]
Entity Incorporation, Date of Incorporation	Dec. 12, 2014
Entity Incorporation, State Country Name	British Virgin Islands
Proceeds from Issuance of Private Placement	$ 7,025,000
Minimum Net Tangible Assets Required	$ 5,000,001
Shares Issued, Price Per Share	$ 10.00	$ 0.00669
Warrant [Member]
Nature of Operations [Line Items]
Proceeds from Issuance of Private Placement	$ 7,025,000
Public Units [Member]
Nature of Operations [Line Items]
Sale of Stock, Consideration Received Per Transaction	$ 200,000,000

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Shareholders' Equity

9 Months Ended

Aug. 31, 2015

Equity [Abstract]

Stockholders' Equity Note Disclosure [Text Block]

8. Shareholders’ Equity

Ordinary Shares

The Company is authorized to issue an unlimited number of ordinary shares with no par value. At August 31, 2015, there were 25,000,000 shares issued and outstanding which includes 18,931,476 shares subject to possible redemption.

Preferred Shares

The Company is authorized to issue an unlimited number of preferred shares with no par value divided into five classes (Class A — Class E). At August 31, 2015, there were no preferred shares issued and outstanding. The rights, privileges, restrictions and conditions of all five classes of preferred shares have not been determined and, accordingly, these features will be attached to each class as they are issued, through amendments to the Articles of Association.

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Trust Account

9 Months Ended

Aug. 31, 2015

Investments, Debt and Equity Securities [Abstract]

Capital Requirements on Trust Assets [Text Block]

6. Trust Account

A total of $200,000,000, which includes $192,975,000 of the net proceeds from the Public Offering and $7,025,000 from the sale of the Private Warrants, has been placed in the Trust Account. As of August 31, 2015, the balance in the Trust Account was $200,027,657.

As of August 31, 2015, the Company’s Trust Account consisted of $199,999,197 in U.S. Treasury Bills, $27,493 in accrued interest and $967 in cash. The Company classifies its U. S. 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 August 31, 2015 balance sheet 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 August 31, 2015 is as follows:

Held-To-Maturity	Carrying Amount		Gross Unrealized Holdings Losses		Fair Value
U.S.Treasury Securities	$	199,999,197	$	(5,224)	$	199,993,973

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Fair Value Measurements

9 Months Ended

Aug. 31, 2015

Fair Value Disclosures [Abstract]

Fair Value Disclosures [Text Block]

7. Fair Value Measurements

The Company complies with 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 following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis as of August 31, 2015, 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:

Description	August 31, 2015 (unaudited)		Quoted Prices in Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Other Unobservable Inputs (Level 3)
Assets:
Cash and securities held in Trust Account	$	200,027,657	$	200,027,657	$	-	$	-

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Summary of Significant Accounting Policies (Policies)

9 Months Ended

Aug. 31, 2015

Accounting Policies [Abstract]

Basis of Accounting, Policy [Policy Text Block]

Basis of presentation

The accompanying unaudited interim financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (‘‘GAAP’’) for interim 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. The accompanying financial statements recognize December 12, 2014 as our date of inception.

Development Stage Company [Policy Text Block]

Development stage company

The Company complies with the Financial Accounting Standards Board 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 shareholder equity. Early application of each of the amendments is permitted for any annual reporting period or interim period for which the entity’s financial statements have 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.

Earnings Per Share, Policy [Policy Text Block]

Net loss per ordinary share

The Company complies with the accounting and disclosure requirements of FASB ASC Topic 260, ‘‘Earnings Per Share’’. Net loss per ordinary share is computed by dividing net loss applicable to ordinary shareholders by the weighted average number of ordinary shares outstanding for the period. At August 31, 2015, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company. The Company has not considered the effect of warrants to purchase ordinary shares in the calculation of diluted loss per share, since the exercise of the warrants is contingent upon the occurrence of future events. As a result, diluted loss per ordinary share is the same as basic loss per ordinary share for the periods presented.

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. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts.

Fair Value Measurement, 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 Topic 820, ‘‘Fair Value Measurements and Disclosures,’’ approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature.

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. Actual results could differ from those estimates.

Deferred Charges, Policy [Policy Text Block]

Deferred offering costs

Deferred offering costs consisted principally of legal, accounting and underwriting costs incurred through the balance sheet date that were directly related to the Offering. Offering costs amounting to $12,596,191 were charged to shareholders’ equity upon completion of the Offering.

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 August 31, 2015.

Cash And Securities Held In Trust Account [Policy Text Block]

Cash and securities held in Trust Account

At August 31, 2015, the assets held in the Trust Account were held in cash and U.S. Treasury Bills.

Shares Subject to Mandatory Redemption, Changes in Redemption Value, Policy [Policy Text Block]

Ordinary shares subject to possible redemption

The Company accounts for its ordinary shares subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Ordinary shares subject to mandatory redemption (if any) are classified as a liability instrument and are measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares 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) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. The Company’s ordinary shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at August 31, 2015, the ordinary shares subject to possible redemption in the amount of $189,314,759 (or 18,931,476 shares) are presented as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheet.

Income Tax, Policy [Policy Text Block]

Income taxes

The Company complies with the accounting and reporting requirements of FASB 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.

FASB 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. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits as of August 31, 2015. No amounts were accrued for the payment of interest and penalties at August 31, 2015. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception.

The Company may be subject to potential examination by U.S. federal, U.S. state or foreign jurisdiction authorities in the areas of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with U.S. federal, U.S. state and foreign 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.

Accrued Expenses and Due To Affiliate [Policy Text Block]

Accrued expenses and due to affiliate

Accrued expenses represent amounts the Company owes to its vendors, but has not received an invoice for as of the balance sheet date. Due to affiliate represents offering costs, professional fees and due diligence costs paid by an affiliate on behalf of the Company. These advances are non-interest bearing, unsecured and payable on demand.

Going Concern Disclosure [Policy Text Block]

Going concern

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 has adopted the methodologies prescribed by ASU 2014-15, and does not anticipate that the adoption of ASU 2014-15 will have a material effect on its financial position or results of operations.

New Accounting Pronouncements, Policy [Policy Text Block]

Recently issued accounting standards

Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements.

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Public Offering (Details Textual) - USD ($)		9 Months Ended
	Jun. 16, 2015	Aug. 31, 2015	Apr. 22, 2015
Public Offering [Line Items]
Common Stock, Shares, Issued		6,068,524
Warrants Issued		14,050,000
Shares Issued, Price Per Share		$ 10.00	$ 0.00669
Proceeds from Issuance of Private Placement		$ 7,025,000
IPO [Member]
Public Offering [Line Items]
Common Stock, Shares, Issued	20,000,000
Shares Issued, Price Per Share	$ 10.00
Common Stock, Call or Exercise Features	subject to adjustment as discussed below, at any time commencing on the later of 12 months from the closing of this offering or 30 days after the completion of our initial Business Combination.
Description of Warrant Exercisable Purchase Price	Each warrant entitles the registered holder to purchase one-half of one ordinary share at a price of $5.75 per half share
Private Placement [Member]
Public Offering [Line Items]
Warrants Issued	14,050,000	14,050,000
Class of Warrant or Right, Exercise Price of Warrants or Rights	$ 0.50	$ 0.50
Description of Warrant Exercisable Purchase Price	Each Private Warrant is exercisable to purchase one-half of one ordinary share at $5.75 per half share.
Proceeds from Issuance of Private Placement	$ 7,025,000	$ 7,025,000

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Fair Value Measurements (Details)	Aug. 31, 2015 USD ($)
Assets
Cash and securities held in Trust Account	$ 200,027,657
Quoted Prices in Active Markets Level 1 [Member]
Assets
Cash and securities held in Trust Account	200,027,657
Significant Other Observable Inputs Level 2 [Member]
Assets
Cash and securities held in Trust Account	0
Significant Other Unobservable Inputs Level 3 [Member]
Assets
Cash and securities held in Trust Account	$ 0

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Condensed Interim Statement of Shareholders' Equity - 9 months ended Aug. 31, 2015 - USD ($)	Total	Common Stock [Member]	Retained Earnings [Member]
Balance at Dec. 11, 2014
Balance (in shares) at Dec. 11, 2014
Sale of ordinary shares to initial shareholders on April 8, 2015 at $0.00669 per share	$ 25,000	$ 25,000	$ 0
Sale of ordinary shares to initial shareholders on April 8, 2015 at $0.00669 per share (in shares)		3,737,500
Bonus share issuance on April 22, 2015 of 0.03655250836 for each outstanding ordinary share	0	$ 0	0
Bonus share issuance on April 22, 2015 of 0.03655250836 for each outstanding ordinary share (in shares)		136,615
Sale of ordinary shares on April 22, 2015 at $0.00669 per share	2,932	$ 2,932	0
Sale of ordinary shares on April 22, 2015 at $0.00669 per share (in shares)		438,385
Bonus share issuance on June 10, 2015 of 0.16666666666667 for each outstanding ordinary share	0	$ 0	0
Bonus share issuance on June 10, 2015 of 0.16666666666667 for each outstanding ordinary share (in shares)		718,750
Proceeds from the sale of 20,000,000 Units	200,000,000	$ 200,000,000	0
Proceeds from the sale of 20,000,000 Units (in shares)		20,000,000
Underwriters’ discount and offering expenses	(12,596,191)	$ (12,596,191)	0
Proceeds from the sale of 14,050,000 warrants to the Company’s Sponsor	7,025,000	$ 7,025,000	0
Proceeds from the sale of 14,050,000 warrants to the Company’s Sponsor (in shares)		0
Forfeiture of 31,250 ordinary shares as a result of underwriter only partially exercising its over-allotment option	0	$ 0	0
Forfeiture of 31,250 ordinary shares as a result of underwriter only partially exercising its over-allotment option (in shares)		(31,250)
Ordinary shares subject to possible redemption	(189,314,759)	$ (189,314,759)	0
Ordinary shares subject to possible redemption (in shares)		(18,931,476)
Net loss	(141,981)	$ 0	(141,981)
Balance at Aug. 31, 2015	$ 5,000,001	$ 5,141,982	$ (141,981)
Balance (in shares) at Aug. 31, 2015		6,068,524

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Public Offering

9 Months Ended

Aug. 31, 2015

Equity [Abstract]

Public Offering [Text Block]

3. Public Offering

On June 16, 2015, the Company sold 20,000,000 units at a price of $10.00 per unit (“Public Units”) in the Offering, including the sale of units upon partial exercise of the underwriters’ overallotment option. Each Public Unit consists of one of the Company’s ordinary shares, no par value, and one warrant. Each warrant entitles the registered holder to purchase one-half of one ordinary share at a price of $5.75 per half share, subject to adjustment as discussed below, at any time commencing on the later of 12 months from the closing of this offering or 30 days after the completion of our initial Business Combination. Warrants may be exercised only for a whole number of ordinary shares. No fractional shares will be issued upon exercise of the warrants. The warrants will expire five years after the completion of an initial Business Combination, or earlier upon redemption, as described below.

Notwithstanding the foregoing, no public warrants will be exercisable for cash unless we have an effective and current registration statement covering the ordinary shares issuable upon exercise of the warrants and a current prospectus relating to such ordinary shares. Notwithstanding the foregoing, if a registration statement covering the ordinary shares issuable upon exercise of the public warrants is not effective within a specified period following the consummation of our initial Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when we shall have failed to maintain an effective registration statement, exercise warrants on a cashless basis in the same manner as if we called the warrants for redemption and required all holders to exercise their warrants on a “cashless basis.” In such event, each holder would pay the exercise price by surrendering the warrants for that number of ordinary shares equal to the quotient obtained by dividing (x) the product of the number of ordinary shares underlying the warrants, multiplied by the difference between the exercise price of the warrants and the “fair market value” (defined below) by (y) the fair market value. The “fair market value” for this purpose will mean the average reported last sale price of the ordinary shares for the 10 trading days ending on the trading day prior to the date of exercise. There will be no net cash settlement of the warrants under any circumstances.

In connection with the Offering, the Sponsor and its designees, and an entity controlled by one of our directors, purchased from us an aggregate of 14,050,000 warrants (‘‘Private Warrants’’) at $0.50 per warrant (for a total purchase price of $7,025,000). These purchases took place on a private placement basis simultaneously with the consummation of the Offering. Each Private Warrant is exercisable to purchase one-half of one ordinary share at $5.75 per half share. All of the proceeds received from this private placement were placed in the Trust Account.

The Private Warrants are identical to the warrants included in the units sold in the Offering except the Private Warrants are non-redeemable and may be exercised on a cashless basis, at the holder’s option, in each case so long as they continue to be held by the initial purchasers or their permitted transferees. The purchasers have also agreed not to transfer, assign or sell any of the Private Warrants or underlying securities (except to the same permitted transferees as the insider shares and provided the transferees agree to the same terms and restrictions as the permitted transferees of the Private Warrants must agree to, each as described below) until 30 days after the completion of our initial Business Combination.

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Shareholders' Equity (Details Textual)	Aug. 31, 2015 shares
Equity, Class of Treasury Stock [Line Items]
Common Stock, Shares, Issued	6,068,524
Common Stock, Shares, Outstanding	6,068,524
Financial Instruments Subject to Mandatory Redemption, Settlement Terms, Number of Shares	18,931,476
Common Stock Subject to Mandatory Redemption [Member]
Equity, Class of Treasury Stock [Line Items]
Common Stock, Shares, Issued	25,000,000
Common Stock, Shares, Outstanding	25,000,000

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Summary of Significant Accounting Policies (Details Textual)	9 Months Ended
	Aug. 31, 2015 USD ($) shares
Significant Accounting Policies Disclosure [Line Items]
Cash, FDIC Insured Amount	$ 250,000
Payments of Stock Issuance Costs	12,596,191
Financial Instruments Subject to Mandatory Redemption, Settlement Terms, Share Value, Amount	$ 189,314,759
Financial Instruments Subject to Mandatory Redemption, Settlement Terms, Number of Shares | shares	18,931,476