special note regarding forward-looking statements all statements other than statements of historical fact included in this form 10-k including , without limitation , statements under “ management 's discussion and analysis of financial condition and results of operations ” regarding the company 's financial position , business strategy and the plans and objectives of management for future operations , are forward-looking statements . when used in this form 10-k , words such as “ anticipate , ” “ believe , ” “ estimate , ” “ expect , ” “ intend ” and similar expressions , as they relate to us or the company 's 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 , the company 's 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 sec . overview we are a blank check company incorporated on may 19 , 2015 as a delaware corporation and formed for the purpose of effecting a merger , capital stock exchange , asset acquisition , stock purchase , reorganization or similar business combination with one or more businesses . we intend to effectuate our initial business combination using cash from the proceeds of our initial public offering that closed on august 4 , 2015 and a sale of warrants in a private placement that occurred simultaneously with the completion of our initial public offering , our capital stock , debt or a combination of cash , stock and debt . the issuance of additional shares of our stock in a business combination : ø may significantly dilute the equity interest of our stockholders ; ø may subordinate the rights of holders of common stock if preferred stock is issued with rights senior to those afforded to our common stock ; ø could cause a change of control if a substantial number of shares of our common stock are issued , which may affect , among other things , our ability to use our net operating loss carry forwards , if any , and could result in the resignation or removal of our present officers and directors ; ø may have the effect of delaying or preventing a change of control of us by diluting the stock ownership or voting rights of a person seeking to obtain control of us ; and ø may result in a decrease in the prevailing market prices for our common stock and or warrants . similarly , if we issue debt securities , it could result in : ø a decrease in the prevailing market prices for our common stock and or warrants ; ø default and foreclosure on our assets if our operating revenues after an initial business combination are insufficient to repay our debt obligations ; ø acceleration of our obligations to repay the indebtedness even if we make all principal and interest payments when due if we breach certain covenants that require the maintenance of certain financial ratios or reserves without a waiver or renegotiation of that covenant ; ø our immediate payment of all principal and accrued interest , if any , if the debt security is payable on demand ; ø our inability to obtain necessary additional financing if the debt security contains covenants restricting our ability to obtain such financing while the debt security is outstanding ; ø our inability to pay dividends on our common stock ; ø using a substantial portion of our cash flow to pay principal and interest on our debt , which will reduce the funds available for dividends on our common stock if declared , expenses , capital expenditures , acquisitions and other general corporate purposes ; ø limitations on our flexibility in planning for and reacting to changes in our business and in the industry in which we operate ; ø increased vulnerability to adverse changes in general economic , industry and competitive conditions and adverse changes in government regulation ; and limitations on our ability to borrow additional amounts for expenses , capital expenditures , acquisitions , debt service requirements , execution of our strategy and other purposes and other disadvantages compared to our competitors who have less debt . as indicated in the accompanying financial statements , at december 31 , 2015 , we had approximately $ 1,048,000 in cash . we expect to incur significant costs in the pursuit of our acquisition plans . we can not assure you that our plans to complete our initial business combination will be successful . 36 results of operations for the period from may 19 , 2015 ( inception ) through december 31 , 2015 our activities consisted of formation and preparation for our initial public offering and , subsequent to our initial public offering , locating and evaluating a suitable initial business combination candidate . as such , we had no operations or significant operating expenses until august 2015. our operating costs for the period from may 19 , 2015 ( inception ) through december 31 , 2015 , therefore , include our search for an initial business combination and are largely associated with our governance and public reporting , state franchise taxes of approximately $ 100,000 and charges of $ 10,000 per month from our sponsor for administrative services . story_separator_special_tag for the period from may 19 , 2015 ( inception ) through december 31 , 2015 our operating expenses totaled approximately $ 346,000 and we earned income of approximately $ 43,000 on our investment in u.s. government treasury bills in the trust account , resulting in a net loss of approximately $ 303,000 , or $ 0.07 per share , during the period . story_separator_special_tag during the period , plus to the extent dilutive the incremental number of shares of common stock to settle warrants , as calculated using the treasury stock method . at december 31 , 2015 , the company had outstanding warrants to purchase 14,170,000 shares of common stock . for all periods presented , these shares were excluded from the calculation of diluted loss per share of common stock because their inclusion would have been anti-dilutive the company had outstanding warrants to purchase 14,170,000 shares of common stock . for all periods presented , the weighted average of these shares was excluded from the calculation of diluted loss per share of common stock because their inclusion would have been anti-dilutive . as a result , diluted loss per common share is the same as basic loss per common share for the period . financial instruments the fair value of the company 's assets and liabilities , which qualify as financial instruments under fasb asc 820 , `` fair value measurements and disclosures , `` approximates the carrying amounts represented in the accompanying condensed balance sheets . offering costs the company complies with the requirements of the asc 340-10-s99-1 and sec staff accounting bulletin ( sab ) topic 5a— `` expenses of offering `` . offering costs of approximately $ 9,765,000 , consisting of underwriting discounts of $ 9,315,000 ( including approximately $ 4,658,000 of which payment is deferred ) and approximately $ 450,000 of professional , printing , filing , regulatory and other costs were charged to additional paid in capital upon the closing of our initial public offering on august 4 , 2015. income taxes the company follows the asset and liability method of accounting for income taxes under fasb asc , 740 , “ income taxes . ” deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases . deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled . the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date . valuation allowances are established , when necessary , to reduce deferred tax assets to the amount expected to be realized . at december 31 , 2015 the company has a deferred tax asset of approximately $ 100,000 related to net loss carryforwards ( which begin to expire in 2035 ) and start-up costs . management has determined that a full valuation allowance of the deferred tax asset is appropriate at this time . redeemable common stock all of the 15,525,000 shares of common stock sold as part of the units in our initial public offering contain a redemption feature which allows for the redemption of such common stock under the company 's liquidation or tender offer/stockholder approval provisions . in accordance with asc 480 , redemption provisions not solely within the control of the company require the security to be classified outside of permanent equity . ordinary liquidation events , which involve the redemption and liquidation of all of the entity 's equity instruments , are excluded from the provisions of asc 480. although the company does not specify a maximum redemption threshold , its amended and restated certificate of incorporation provides that in no event will the company redeem its public shares in an amount that would cause its net tangible assets ( stockholders ' equity ) to be less than $ 5,000,001. the company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of the security to equal the redemption value at the end of each reporting period . increases or decreases in the carrying amount of redeemable common stock are affected by charges against additional paid-in capital . accordingly , at december 31 , 2015 , 14,661,512 of the 15,525,000 public shares were classified outside of permanent equity at their redemption value of $ 10.00 per share . recent accounting pronouncements the company complies with the reporting requirements of fasb 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 date maintenance and , for those entities subject to audit , audit costs , by eliminating the requirements for development stage entities to present inception-to-date information in the statements of income , cash flows , and stockholders ' equity . upon adoption , entities will no longer present or disclose any information required by topic 915. for private entities and emerging growth companies under the jobs act , the amendments are effective for annual reporting periods beginning after december 15 , 2015. the company elected early adoption and has incorporated the methodologies prescribed by asu 2014-10 in the accompanying financial statements . 38 in august 2014 , the fasb issued asu 2014-15 , presentation of financial statements-going concern ( subtopic 205-40 ) : 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 to evaluate whether there is substantial doubt about an organization 's ability to continue as a going concern and to provide related footnote

liquidity and capital resources on august 4 , 2015 , we consummated our initial public offering of an aggregate of 15,525,000 units ( including the full exercise of the underwriters ' overallotment option ) at a price of $ 10.00 per unit generating gross proceeds of approximately $ 155,250,000 before underwriting discounts and expenses . simultaneously with the consummation of our initial public offering , we consummated the private placement of 12,815,000 private placement warrants , each exercisable to purchase one-half of one share of our common stock at $ 5.75 per half share ( $ 11.50 per whole share ) , to our sponsor , at a price of $ 0.50 per private placement warrant , generating gross proceeds , before expenses , of approximately $ 6,408,000. we received net proceeds from our initial public offering and the sale of the private placement warrants of approximately $ 156,550,000 , net of the non-deferred portion of the underwriting commissions of approximately $ 4,658,000 and offering costs and other expenses of approximately $ 450,000 . $ 155,250,000 of the proceeds from our initial public offering and the private placement were deposited into the trust account and are not available to us for operations ( other than amounts identified for payment of taxes ) . at december 31 , 2015 , we had approximately $ 1,048,000 of cash available outside of the trust account to fund our activities to search for an initial business combination .


 Write a concise suspicious activity report of the following text delimited by triple backquotes. Return your response as a formal report which covers the key points highlighting the location,dates,entity names and account holder information in chronological order of the text.
     ```liquidity and capital resources on august 4 , 2015 , we consummated our initial public offering of an aggregate of 15,525,000 units ( including the full exercise of the underwriters ' overallotment option ) at a price of $ 10.00 per unit generating gross proceeds of approximately $ 155,250,000 before underwriting discounts and expenses . simultaneously with the consummation of our initial public offering , we consummated the private placement of 12,815,000 private placement warrants , each exercisable to purchase one-half of one share of our common stock at $ 5.75 per half share ( $ 11.50 per whole share ) , to our sponsor , at a price of $ 0.50 per private placement warrant , generating gross proceeds , before expenses , of approximately $ 6,408,000. we received net proceeds from our initial public offering and the sale of the private placement warrants of approximately $ 156,550,000 , net of the non-deferred portion of the underwriting commissions of approximately $ 4,658,000 and offering costs and other expenses of approximately $ 450,000 . $ 155,250,000 of the proceeds from our initial public offering and the private placement were deposited into the trust account and are not available to us for operations ( other than amounts identified for payment of taxes ) . at december 31 , 2015 , we had approximately $ 1,048,000 of cash available outside of the trust account to fund our activities to search for an initial business combination .
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 Suspicious Activity Report : special note regarding forward-looking statements all statements other than statements of historical fact included in this form 10-k including , without limitation , statements under “ management 's discussion and analysis of financial condition and results of operations ” regarding the company 's financial position , business strategy and the plans and objectives of management for future operations , are forward-looking statements . when used in this form 10-k , words such as “ anticipate , ” “ believe , ” “ estimate , ” “ expect , ” “ intend ” and similar expressions , as they relate to us or the company 's 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 , the company 's 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 sec . overview we are a blank check company incorporated on may 19 , 2015 as a delaware corporation and formed for the purpose of effecting a merger , capital stock exchange , asset acquisition , stock purchase , reorganization or similar business combination with one or more businesses . we intend to effectuate our initial business combination using cash from the proceeds of our initial public offering that closed on august 4 , 2015 and a sale of warrants in a private placement that occurred simultaneously with the completion of our initial public offering , our capital stock , debt or a combination of cash , stock and debt . the issuance of additional shares of our stock in a business combination : ø may significantly dilute the equity interest of our stockholders ; ø may subordinate the rights of holders of common stock if preferred stock is issued with rights senior to those afforded to our common stock ; ø could cause a change of control if a substantial number of shares of our common stock are issued , which may affect , among other things , our ability to use our net operating loss carry forwards , if any , and could result in the resignation or removal of our present officers and directors ; ø may have the effect of delaying or preventing a change of control of us by diluting the stock ownership or voting rights of a person seeking to obtain control of us ; and ø may result in a decrease in the prevailing market prices for our common stock and or warrants . similarly , if we issue debt securities , it could result in : ø a decrease in the prevailing market prices for our common stock and or warrants ; ø default and foreclosure on our assets if our operating revenues after an initial business combination are insufficient to repay our debt obligations ; ø acceleration of our obligations to repay the indebtedness even if we make all principal and interest payments when due if we breach certain covenants that require the maintenance of certain financial ratios or reserves without a waiver or renegotiation of that covenant ; ø our immediate payment of all principal and accrued interest , if any , if the debt security is payable on demand ; ø our inability to obtain necessary additional financing if the debt security contains covenants restricting our ability to obtain such financing while the debt security is outstanding ; ø our inability to pay dividends on our common stock ; ø using a substantial portion of our cash flow to pay principal and interest on our debt , which will reduce the funds available for dividends on our common stock if declared , expenses , capital expenditures , acquisitions and other general corporate purposes ; ø limitations on our flexibility in planning for and reacting to changes in our business and in the industry in which we operate ; ø increased vulnerability to adverse changes in general economic , industry and competitive conditions and adverse changes in government regulation ; and limitations on our ability to borrow additional amounts for expenses , capital expenditures , acquisitions , debt service requirements , execution of our strategy and other purposes and other disadvantages compared to our competitors who have less debt . as indicated in the accompanying financial statements , at december 31 , 2015 , we had approximately $ 1,048,000 in cash . we expect to incur significant costs in the pursuit of our acquisition plans . we can not assure you that our plans to complete our initial business combination will be successful . 36 results of operations for the period from may 19 , 2015 ( inception ) through december 31 , 2015 our activities consisted of formation and preparation for our initial public offering and , subsequent to our initial public offering , locating and evaluating a suitable initial business combination candidate . as such , we had no operations or significant operating expenses until august 2015. our operating costs for the period from may 19 , 2015 ( inception ) through december 31 , 2015 , therefore , include our search for an initial business combination and are largely associated with our governance and public reporting , state franchise taxes of approximately $ 100,000 and charges of $ 10,000 per month from our sponsor for administrative services . story_separator_special_tag for the period from may 19 , 2015 ( inception ) through december 31 , 2015 our operating expenses totaled approximately $ 346,000 and we earned income of approximately $ 43,000 on our investment in u.s. government treasury bills in the trust account , resulting in a net loss of approximately $ 303,000 , or $ 0.07 per share , during the period . story_separator_special_tag during the period , plus to the extent dilutive the incremental number of shares of common stock to settle warrants , as calculated using the treasury stock method . at december 31 , 2015 , the company had outstanding warrants to purchase 14,170,000 shares of common stock . for all periods presented , these shares were excluded from the calculation of diluted loss per share of common stock because their inclusion would have been anti-dilutive the company had outstanding warrants to purchase 14,170,000 shares of common stock . for all periods presented , the weighted average of these shares was excluded from the calculation of diluted loss per share of common stock because their inclusion would have been anti-dilutive . as a result , diluted loss per common share is the same as basic loss per common share for the period . financial instruments the fair value of the company 's assets and liabilities , which qualify as financial instruments under fasb asc 820 , `` fair value measurements and disclosures , `` approximates the carrying amounts represented in the accompanying condensed balance sheets . offering costs the company complies with the requirements of the asc 340-10-s99-1 and sec staff accounting bulletin ( sab ) topic 5a— `` expenses of offering `` . offering costs of approximately $ 9,765,000 , consisting of underwriting discounts of $ 9,315,000 ( including approximately $ 4,658,000 of which payment is deferred ) and approximately $ 450,000 of professional , printing , filing , regulatory and other costs were charged to additional paid in capital upon the closing of our initial public offering on august 4 , 2015. income taxes the company follows the asset and liability method of accounting for income taxes under fasb asc , 740 , “ income taxes . ” deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases . deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled . the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date . valuation allowances are established , when necessary , to reduce deferred tax assets to the amount expected to be realized . at december 31 , 2015 the company has a deferred tax asset of approximately $ 100,000 related to net loss carryforwards ( which begin to expire in 2035 ) and start-up costs . management has determined that a full valuation allowance of the deferred tax asset is appropriate at this time . redeemable common stock all of the 15,525,000 shares of common stock sold as part of the units in our initial public offering contain a redemption feature which allows for the redemption of such common stock under the company 's liquidation or tender offer/stockholder approval provisions . in accordance with asc 480 , redemption provisions not solely within the control of the company require the security to be classified outside of permanent equity . ordinary liquidation events , which involve the redemption and liquidation of all of the entity 's equity instruments , are excluded from the provisions of asc 480. although the company does not specify a maximum redemption threshold , its amended and restated certificate of incorporation provides that in no event will the company redeem its public shares in an amount that would cause its net tangible assets ( stockholders ' equity ) to be less than $ 5,000,001. the company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of the security to equal the redemption value at the end of each reporting period . increases or decreases in the carrying amount of redeemable common stock are affected by charges against additional paid-in capital . accordingly , at december 31 , 2015 , 14,661,512 of the 15,525,000 public shares were classified outside of permanent equity at their redemption value of $ 10.00 per share . recent accounting pronouncements the company complies with the reporting requirements of fasb 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 date maintenance and , for those entities subject to audit , audit costs , by eliminating the requirements for development stage entities to present inception-to-date information in the statements of income , cash flows , and stockholders ' equity . upon adoption , entities will no longer present or disclose any information required by topic 915. for private entities and emerging growth companies under the jobs act , the amendments are effective for annual reporting periods beginning after december 15 , 2015. the company elected early adoption and has incorporated the methodologies prescribed by asu 2014-10 in the accompanying financial statements . 38 in august 2014 , the fasb issued asu 2014-15 , presentation of financial statements-going concern ( subtopic 205-40 ) : 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 to evaluate whether there is substantial doubt about an organization 's ability to continue as a going concern and to provide related footnote

