Document_and_Entity_Informatio
Document and Entity Information (USD $) | 12 Months Ended | ||
Dec. 31, 2013 | Mar. 06, 2014 | Jun. 28, 2013 | |
Document and Entity Information [Abstract] | ' | ' | ' |
Entity Registrant Name | 'Capitol Acquisition Corp. II | ' | ' |
Entity Central Index Key | '0001512499 | ' | ' |
Amendment Flag | 'false | ' | ' |
Current Fiscal Year End Date | '--12-31 | ' | ' |
Document Type | '10-K | ' | ' |
Document Period End Date | 31-Dec-13 | ' | ' |
Document Fiscal Year Focus | '2013 | ' | ' |
Document Fiscal Period Focus | 'FY | ' | ' |
Entity Well-known Seasoned Issuer | 'No | ' | ' |
Entity Voluntary Filers | 'No | ' | ' |
Entity Current Reporting Status | 'Yes | ' | ' |
Entity Filer Category | 'Non-accelerated Filer | ' | ' |
Entity Common Stock, Shares Outstanding | ' | 25,000,000 | ' |
Entity Public Float | ' | ' | $202,000,000 |
Balance_Sheets
Balance Sheets (USD $) | Dec. 31, 2013 | Dec. 31, 2012 | ||
Current assets | ' | ' | ||
Cash and cash equivalents | $312,298 | $2,577 | ||
Investment in marketable securities | 9,973 | ' | ||
Cash and cash equivalents held in trust account, interest income available for working capital and taxes | 33,561 | ' | ||
Accrued interest receivable | 4,333 | ' | ||
Prepaid expenses | 53,917 | ' | ||
Total current assets | 414,082 | 2,577 | ||
Cash and cash equivalents held in trust account, restricted | 200,000,000 | ' | ||
Other assets | 13,400 | ' | ||
Deferred offering costs | ' | 165,198 | ||
Total assets | 200,427,482 | 167,775 | ||
Current Liabilities | ' | ' | ||
Accounts payable and accrued expenses | 13,023 | 20 | ||
Accrued franchise tax payable | 180,000 | ' | ||
Deferred rent | 4,020 | ' | ||
Note payable to related party | ' | 150,000 | ||
Total current liabilities | 197,043 | 150,020 | ||
Commitments and contingencies | ' | ' | ||
Common stock, subject to possible redemption, 18,798,215 shares at redemption value | 187,982,148 | ' | ||
Stockholders' equity | ' | ' | ||
Preferred stock, $0.0001 per share, 1,000,000 shares authorized, none issued or outstanding | ' | ' | ||
Common stock, $0.0001 par value, 200,000,000 shares authorized; 25,000,000 shares issued and outstanding at December 31, 2013; 5,175,000 shares issued and outstanding at December 31, 2012(1)(2) | 620 | [1],[2] | 517 | [1],[2] |
Additional paid-in capital | 12,975,932 | 24,483 | ||
Deficit accumulated during development stage | -728,265 | -7,245 | ||
Accumulated other comprehensive income | 4 | ' | ||
Total stockholders' equity | 12,248,291 | 17,755 | ||
Total liabilities and stockholders' equity | $200,427,482 | $167,775 | ||
[1] | Share amounts have been retroactively restated to reflect the contribution to the Company of 105,184 shares by the Company's sponsor on March 25, 2013 and a stock dividend of 0.2 shares for each outstanding share of common stock on May 9, 2013 (see Note 9) | |||
[2] | Share amounts include 1,125,000 shares that are subject to forfeiture if the last sales prices of the Company's stock does not equal or exceed $13.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period within four years following the closing of the Company's initial business combination. The number of shares at December 31, 2012 includes an aggregate of 675,000 shares that were subject to forfeiture if the over-allotment option was not exercised by the underwriters. The over-allotment option was partially exercised by the underwriters. |
Balance_Sheets_Parenthetical
Balance Sheets (Parenthetical) (USD $) | 12 Months Ended | |||
Dec. 31, 2013 | Dec. 31, 2012 | 9-May-13 | Mar. 25, 2013 | |
Stock_dividend | ||||
Balance Sheets [Abstract] | ' | ' | ' | ' |
Redeemable common stock | 18,798,215 | ' | ' | ' |
Preferred stock, par value | $0.00 | $0.00 | ' | ' |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 | ' | ' |
Preferred stock, shares issued | ' | ' | ' | ' |
Preferred stock, shares outstanding | ' | ' | ' | ' |
Common stock, par value | $0.00 | $0.00 | ' | ' |
Common stock, shares authorized | 200,000,000 | 200,000,000 | ' | ' |
Common stock, shares issued | 25,000,000 | 5,175,000 | ' | ' |
Common stock, shares outstanding | 25,000,000 | 5,175,000 | ' | ' |
Common shares contributed by Company's Sponsor | ' | ' | ' | 105,184 |
Share dividend authorized by Board of Directors for each outstanding share of common stock | ' | ' | 0.2 | ' |
Description of shares subject to forfeiture, condition one | ' | 'Aggregate of 675,000 shares that were subject to forfeiture if the over-allotment option was not exercised by the underwriters. The over-allotment option was partially exercised by the underwriters. | ' | ' |
Description of shares subject to forfeiture, condition two | '1,125,000 shares that are subject to forfeiture if the last sales prices of the Company's stock does not equal or exceed $13.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period within four years following the closing of the Company's initial business combination. | '1,125,000 shares that are subject to forfeiture if the last sales prices of the Company's stock does not equal or exceed $13.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period within four years following the closing of the Company's initial business combination. | ' | ' |
Shares subject to forfeiture under condition one | ' | 675,000 | ' | ' |
Shares subject to forfeiture under condition two | 1,125,000 | 1,125,000 | ' | ' |
Minimum sale price of share under condition two | $13 | $13 | ' | ' |
Statements_of_Operations
Statements of Operations (USD $) | 12 Months Ended | 41 Months Ended | |||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | |||
Statements of Operations [Abstract] | ' | ' | ' | ||
Revenue | ' | ' | ' | ||
Formation and operating costs | 748,654 | 4,768 | 755,899 | ||
Loss from operations | -748,654 | -4,768 | -755,899 | ||
Other Income and Expense | ' | ' | ' | ||
Interest expense | -10,260 | ' | -10,260 | ||
Interest income | 37,894 | ' | 37,894 | ||
Total Other Income | 27,634 | ' | 27,634 | ||
Net loss | ($721,020) | ($4,768) | ($728,265) | ||
Weighted average number of common shares outstanding, basic and diluted (1)(2) | 5,824,828 | [1],[2] | 5,175,000 | [1],[2] | ' |
Basic and diluted net loss per share | ($0.12) | ' | ' | ||
[1] | Share amounts have been retroactively restated to reflect the contribution to the Company of 105,184 shares by the Company's sponsor on March 25, 2013 and a stock dividend of 0.2 shares for each outstanding share of common stock on May 9, 2013 (see Note 9) | ||||
[2] | Share amounts include 1,125,000 shares that are subject to forfeiture if the last sales prices of the Company's stock does not equal or exceed $13.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period within four years following the closing of the Company's initial business combination. The number of shares at December 31, 2012 includes an aggregate of 675,000 shares that were subject to forfeiture if the over-allotment option was not exercised by the underwriters. The over-allotment option was partially exercised by the underwriters. |
Statements_of_Operations_Paren
Statements of Operations (Parenthetical) (USD $) | 0 Months Ended | 1 Months Ended | 12 Months Ended | |
9-May-13 | Mar. 25, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | |
Stock_dividend | ||||
Statements of Operations [Abstract] | ' | ' | ' | ' |
Description of shares subject to forfeiture, condition one | ' | ' | ' | 'Aggregate of 675,000 shares that were subject to forfeiture if the over-allotment option was not exercised by the underwriters. The over-allotment option was partially exercised by the underwriters. |
Description of shares subject to forfeiture, condition two | ' | ' | '1,125,000 shares that are subject to forfeiture if the last sales prices of the Company's stock does not equal or exceed $13.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period within four years following the closing of the Company's initial business combination. | '1,125,000 shares that are subject to forfeiture if the last sales prices of the Company's stock does not equal or exceed $13.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period within four years following the closing of the Company's initial business combination. |
Shares subject to forfeiture under condition one | ' | ' | ' | 675,000 |
Shares subject to forfeiture under condition two | ' | ' | 1,125,000 | 1,125,000 |
Minimum sale price of share under condition two | ' | ' | $13 | $13 |
Common shares contributed by Company's Sponsor | ' | 105,184 | ' | ' |
Share dividend authorized by Board of Directors for each outstanding share of common stock | 0.2 | ' | ' | ' |
Statements_of_Comprehensive_Lo
Statements of Comprehensive Loss (USD $) | 12 Months Ended | 41 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | |
Statement of Comprehensive Income [Abstract] | ' | ' | ' |
Net loss | ($721,020) | ($4,768) | ($728,265) |
Other comprehensive income, net of tax: | ' | ' | ' |
Unrealized gain on securities | 4 | ' | 4 |
Comprehensive loss | ($721,016) | ($4,786) | ($728,261) |
Statement_of_Changes_in_Stockh
Statement of Changes in Stockholders' Equity (USD $) | Total | Common Stock | Additional paid-in capital | Deficit accumulated during development stage | Accumulated other comprehensive income | |
Beginning Balance at Aug. 09, 2010 | ' | ' | ' | ' | ' | |
Beginning Balance, Shares at Aug. 09, 2010 | ' | ' | ' | ' | ' | |
Common stock issued at approximately $0.006 per share to initial stockholders on February 3, 2011(1) (2) | [1],[2] | 25,000 | 517 | 24,483 | ' | ' |
Common stock issued at approximately $0.006 per share to initial stockholders on February 3, 2011(1) (2), Shares | [1],[2] | ' | 5,175,000 | ' | ' | ' |
Net loss | -2,477 | ' | ' | -2,477 | ' | |
Balance at Dec. 31, 2011 | 22,523 | 517 | 24,483 | -2,477 | ' | |
Balance, Shares at Dec. 31, 2011 | ' | 5,175,000 | ' | ' | ' | |
Net loss | -4,768 | ' | ' | -4,768 | ' | |
Balance at Dec. 31, 2012 | 17,755 | 517 | 24,483 | -7,245 | ' | |
Balance, Shares at Dec. 31, 2012 | ' | 5,175,000 | ' | ' | ' | |
Sale of 20,000,000 units, net of underwriters' discount and offering expenses (includes 18,798,215 shares subject to possible conversion) on May 15, 2013 | 195,333,700 | 2,000 | 195,331,700 | ' | ' | |
Sale of 20,000,000 units, net of underwriters' discount and offering expenses (includes 18,798,215 shares subject to possible conversion) on May 15, 2013, Shares | ' | 20,000,000 | ' | ' | ' | |
Forfeiture of initial stockholders' shares pursuant to partial exercise of underwriters' over-allotment | ' | -17 | 17 | ' | ' | |
Forfeiture of initial stockholders' shares pursuant to partial exercise of underwriters' over-allotment, Shares | ' | -175,000 | ' | ' | ' | |
Proceeds subject to possible conversion of 18,798,215 shares | -187,982,148 | -1,880 | -187,980,268 | ' | ' | |
Proceeds from issuance of sponsor's warrants, at $1 per warrant | 5,600,000 | ' | 5,600,000 | ' | ' | |
Net loss | -721,020 | ' | ' | -721,020 | ' | |
Other comprehensive income | 4 | ' | ' | ' | 4 | |
Balance at Dec. 31, 2013 | $12,248,291 | $620 | $12,975,932 | ($728,265) | $4 | |
Balance, Shares at Dec. 31, 2013 | ' | 25,000,000 | ' | ' | ' | |
[1] | Share amounts have been retroactively restated to reflect the contribution to the Company of 105,184 shares by the Company's sponsor on March 25, 2013 and a stock dividend of 0.2 shares for each outstanding share of common stock on May 9, 2013 (see Note 9) | |||||
[2] | Share amounts include 1,125,000 shares that are subject to forfeiture if the last sales prices of the Company's stock does not equal or exceed $13.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period within four years following the closing of the Company's initial business combination. The number of shares at December 31, 2012 includes an aggregate of 675,000 shares that were subject to forfeiture if the over-allotment option was not exercised by the underwriters. The over-allotment option was partially exercised by the underwriters. |
Statement_of_Changes_in_Stockh1
Statement of Changes in Stockholders' Equity (Parenthetical) (USD $) | 12 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2012 | Feb. 03, 2011 | |
Statement of Changes in Stockholders' Equity [Abstract] | ' | ' | ' |
Common stock issued, Price per share | ' | ' | $0.01 |
Number of shares subject to possible conversion | 18,798,215 | ' | ' |
Number of units sold | 20,000,000 | ' | ' |
Warrant issuance price | $1 | ' | ' |
Description of shares subject to forfeiture, condition one | ' | 'Aggregate of 675,000 shares that were subject to forfeiture if the over-allotment option was not exercised by the underwriters. The over-allotment option was partially exercised by the underwriters. | ' |
Description of shares subject to forfeiture, condition two | '1,125,000 shares that are subject to forfeiture if the last sales prices of the Company's stock does not equal or exceed $13.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period within four years following the closing of the Company's initial business combination. | '1,125,000 shares that are subject to forfeiture if the last sales prices of the Company's stock does not equal or exceed $13.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period within four years following the closing of the Company's initial business combination. | ' |
Shares subject to forfeiture under condition one | ' | 675,000 | ' |
Shares subject to forfeiture under condition two | 1,125,000 | 1,125,000 | ' |
Minimum sale price of share under condition two | $13 | $13 | ' |
Statements_of_Cash_Flows
Statements of Cash Flows (USD $) | 12 Months Ended | 41 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | |
Cash Flows from Operating Activities | ' | ' | ' |
Net loss | ($721,020) | ($4,768) | ($728,265) |
Adjustments to reconcile net loss to net cash used in operating activities: | ' | ' | ' |
Deferred rent | 4,020 | ' | 4,020 |
Changes in operating assets and liabilities: | ' | ' | ' |
Prepaid expenses | -53,917 | ' | -53,917 |
Other current assets | ' | 1,256 | ' |
Accrued interest receivable | -4,333 | ' | -4,333 |
Other asset | -13,400 | ' | -13,400 |
Accounts payable and accrued expenses | 193,003 | ' | 193,023 |
Net cash used in operating activities | -595,647 | -3,512 | -602,872 |
Cash Flows from Investing Activities | ' | ' | ' |
Trust Account, restricted | -200,000,000 | ' | -200,000,000 |
Trust Account, interest income available for working capital and taxes | -33,561 | ' | -33,561 |
Purchase of marketable securities | -9,969 | ' | -9,969 |
Net cash used in investing activities | -200,043,530 | ' | -200,043,530 |
Cash Flows from Financing Activities | ' | ' | ' |
Gross proceeds from initial public offering | 200,000,000 | ' | 200,000,000 |
Proceeds from related party | ' | ' | 219,729 |
Repayment of due to related party | ' | ' | -219,729 |
Proceeds from notes payable, related party | ' | ' | 150,000 |
Repayment of notes payable, related party | -150,000 | ' | -150,000 |
Proceeds from issuance of stock to initial stockholders | ' | ' | 25,000 |
Proceeds from issuance of sponsor's warrants | 5,600,000 | ' | 5,600,000 |
Payment of underwriting discount and offering expenses | -4,501,102 | -27,500 | -4,666,300 |
Net cash provided by (used in) financing activities | 200,948,898 | -27,500 | 200,958,700 |
Net increase (decrease) in cash and cash equivalents | 309,721 | -31,012 | 312,298 |
Cash and cash equivalents at beginning of period | 2,577 | 33,589 | ' |
Cash and cash equivalents at end of period | $312,298 | $2,577 | $312,298 |
Organization_Plan_of_Business_
Organization, Plan of Business Operations and Liquidity | 12 Months Ended |
Dec. 31, 2013 | |
Organization, Plan of Business Operations and Liquidity [Abstract] | ' |
Organization, Plan of Business Operations and Liquidity | ' |
Note 1 — Organization, Plan of Business Operations and Liquidity | |
Capitol Acquisition Corp. II (a development stage company) (the “Company”) was incorporated in Delaware on August 9, 2010 as a blank check company whose objective is to acquire, through a merger, share exchange, asset acquisition, stock purchase, plan of arrangement, recapitalization, reorganization or other similar business combination, one or more businesses or entities (a “Business Combination”). | |
The Company is considered to be a development stage company and as such, the financial statements are prepared in accordance with the Accounting Standards Codification (“ASC”) topic 915 “Development Stage Entities.” The Company is subject to all of the risks associated with development stage companies. | |
All activity through December 31, 2013 relates to the Company’s formation, initial public offering (“Offering”) and identifying and investigating prospective target businesses with which to consummate a Business Combination. The Company has selected December 31 as its fiscal year-end. | |
The registration statement for the Offering was declared effective on May 9, 2013. On May 10, 2013, the Company filed a new registration statement to increase the size of the Offering by 20% pursuant to Rule 462(b) under the Securities Act of 1933, as amended. On May 15, 2013, the Company consummated the Offering and received proceeds net of the underwriter’s discount and other offering expenses of $195,333,700 and simultaneously received $5,600,000 from the issuance of 5,600,000 warrants (“sponsor’s warrants”) in a private placement (the “Private Placement”). From the net proceeds, $933,700 was available for working capital and tax purposes. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Offering and the Private Placement, although substantially all of the net proceeds are intended to be applied generally towards consummating a Business Combination successfully. Furthermore, there is no assurance that the Company will be able to affect a Business Combination successfully. | |
Upon the closing of the Offering, $200,000,000 ($10.00 per share sold in the Offering), including the proceeds from the Private Placement, is held in a trust account (the “Trust Account”) and may be invested only in United States government securities having a maturity of 180 days or less, or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act of 1940, as amended, that solely invests in U.S. government treasury obligations until the earlier of the consummation of a Business Combination or the Company’s redemption of 100% of the outstanding public shares if the Company has not consummated a Business Combination in the required time period. | |
The Company’s units are listed on the NASDAQ Stock Market LLC (“NASDAQ”). Pursuant to NASDAQ listing rules, the target business or businesses with which the Company completes a Business Combination must collectively have a fair market value equal to at least 80% of the balance of the funds in the Trust Account (less taxes payable) at the time of the execution of the definitive agreement for its initial Business Combination, although the Company may acquire a target business whose fair value significantly exceeds 80% of the Trust Account balance. | |
The Company, after signing a definitive agreement for the acquisition of a target business, is required to provide shareholders who acquired shares in the Public Offering (“Public Shareholders”) with the opportunity to redeem their public shares for a pro rata share of the Trust Account by means of conducting redemptions in conjunction with a proxy solicitation pursuant to the proxy rules. Each Public Shareholder will be entitled to receive a full pro rata portion of the amount then in the Trust Account ($10.00 per share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released by the Company or necessary to pay taxes). The Company will consummate an initial Business Combination only if the Company has net tangible assets of at least $5 million upon consummation of the Business Combination and a majority of the outstanding public shares voted are voted in favor of the Business Combination. | |
In connection with any stockholder vote required to approve any Business Combination, the Company’s sponsor and the other initial stockholders of the Company (collectively, the “Initial Stockholders”) have agreed (i) to vote any of their respective shares in favor of the initial Business Combination and (ii) not to convert any of their respective shares. Public stockholders who convert their stock will continue to have the right to exercise any warrants they may hold if the Business Combination is consummated. | |
The Company has until February 15, 2015 to complete the Business Combination, or May 15, 2015 if the Company has executed a letter of intent, agreement in principal or definitive agreement with respect to a Business Combination prior to February 15, 2015 but has not completed such Business Combination by February 15, 2015. | |
If the Company is unable to complete a Business Combination within the allotted time, the Company will automatically dissolve and as promptly as practicable liquidate the Trust Account and release only to Public Shareholders a pro rata share of the Trust Account (initially $10.00 per share), plus any remaining net assets. The Initial Stockholders have agreed to waive the right to participate in any distribution from the Trust Account, but not with respect to any units they acquire in the aftermarket. | |
Placing funds in the Trust Account may not protect those funds from third party claims against the Company. Although the Company will seek to have all vendors, service providers, prospective target businesses or other entities it engages, execute agreements with the Company waiving any claim of any kind in or to any monies held in the Trust Account, there is no guarantee that such persons will execute such agreements. If the Company is unable to complete a Business Combination and is forced to dissolve and liquidate, the Company’s executive officers, by agreement, have agreed that they will be liable under certain circumstances to ensure that the proceeds in the Trust Account are not reduced by the claims of target businesses or vendors or other entities that are owed money by the Company for services rendered, contracted for or products sold to the Company. However, there can be no assurance that it will be able to satisfy those obligations should they arise. | |
The Company has experienced significant recurring net operating losses as well as negative cash flows from operations. The Company’s main source of liquidity was from the Offering and the Private Placement, proceeds from which have been used to fund the search for a prospective target business. The Company currently has a cash position of approximately $356,000, which includes approximately $34,000 held in the trust account that is available to the Company and approximately $10,000 invested in U.S. Treasury Bills. The Company has also received a written commitment from its Chief Executive Officer, Mark D. Ein, and its Chief Financial Officer, L. Dyson Dryden, dated March 5, 2014 to provide loans to the Company of up to $615,000. These loans will be evidenced by notes and would either be repaid upon the consummation of a Business Combination or up to $500,000 of the notes may be converted into warrants. Based on the foregoing, the Company believes it has sufficient cash to meet its needs through December 31, 2014. The Company’s sponsor, officers and directors or their affiliates may, but are not required to, loan the Company additional funds in any amount they deem reasonable at their discretion. |
Significant_Accounting_Policie
Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2013 | |
Significant Accounting Policies [Abstract] | ' |
Significant Accounting Policies | ' |
Note 2 — Significant Accounting Policies | |
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 except for the cash held in the Trust Account which due to the restrictions on its use, is treated as a non-current asset. | |
Cash and Cash Equivalents Held in Trust Account – Restricted | |
The Company considers the restricted portion of the funds held in the Trust Account as being a non-current asset. A current asset is one that is reasonably expected to be used to pay current liabilities, such as accounts payable or short-term debt or to pay current operating expenses, or will be used to acquire other current assets. Since the acquisition of a business is principally considered to be a long-term purpose, with long-term assets such as property and intangibles, typically being a major part of the acquired assets, the Company has reported the funds anticipated to be used in the acquisition as a non-current asset. | |
Investment in Marketable Securities | |
Marketable securities consist of government obligations. The Company has classified its investment as available for sale. Accordingly, such investment is reported at fair value with the unrealized gain or loss reported as a separate component of stockholders’ equity. | |
Fair Value Measurements and Disclosure | |
The Company applies ASC 820, “Fair Value Measurements and Disclosures,” which expands disclosures for assets and liabilities that are measured and reported at fair value on a recurring basis. ASC 820 defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. ASC 820 established a fair value hierarchy that prioritizes the inputs to valuation techniques utilized to measure fair value into three broad levels as follows: | |
Level 1 - Quoted market prices (unadjusted) in active markets for the identical assets or liability that the reporting entity has the ability to access at measurement date. | |
Level 2 - Quoted market prices for identical assets or liabilities in markets that are not active, quoted market prices for similar assets or liabilities in active markets, and where fair value is determined through the use of models or other valuation methodologies. | |
Level 3 - Unobserved inputs for the asset or liability. Fair value is determined by the reporting entity’s own assumptions utilizing the best information available, and includes situations where there is little market activity for the investment. | |
Fair Value of Financial Instruments: | |
The Company’s financial instruments are cash, cash held in trusts and accounts payable. The recorded values of cash, cash held in trust and accounts payable approximate their fair values based on their short term maturities. | |
Income Taxes | |
The Company accounts for income taxes under Accounting Standards Codification (“ASC”) 740, “Income Taxes” (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statements and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. | |
ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position 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. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. The Company has identified its Federal and New York State tax returns as “major” tax jurisdictions. Based on the Company’s evaluation, it has been concluded that there are no significant uncertain tax positions requiring recognition in the Company’s financial statements. The Company believes that its income tax positions and deductions would be sustained on audit and does not anticipate any adjustments that would result in a material change to its financial position. | |
The Company’s conclusions regarding uncertain tax positions may be subject to review and adjusted at a later date based upon ongoing analyses of tax laws, regulations, and interpretations thereof as well as other factors. Generally, federal and state authorities may examine the tax returns for three years from the date of filing; therefore the years ended December 31, 2012 and 2011 and the period from August 9, 2010 (inception) through December 31, 2010 remain subject to examination as of December 31, 2013. There are currently no ongoing income tax examinations. | |
The Company’s policy for recording interest and penalties associated with audits is to record such expense as a component of income tax expense. There were no amounts accrued for penalties or interest as of or during the period from August 9, 2010 (inception) through December 31, 2013. Management is currently unaware of any issues under review that could result in significant payments, accruals or material deviations from its position. | |
Loss per Share | |
Basic loss per share is calculated using the weighted-average number of shares of common stock and diluted loss per share is computed on the basis of the average number of common stock outstanding plus the effect of outstanding warrants using the “treasury stock method.” | |
Common shares subject to possible conversion of 18,798,215 have been excluded from the calculation of basic and diluted earnings per share since such shares, if converted, only participate in their pro rata shares of the trust earnings. | |
Diluted loss per common share amounts, assuming dilution, gives the effect to dilutive options, warrants, and other potential common stock outstanding during the period. The Company has not considered the effect of its outstanding warrants in the calculation of diluted loss per shares since they are anti-dilutive. | |
Concentration of Credit Risk | |
Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which at times, may exceed the Federal depository insurance coverage. At December 31, 2013, the Company had not experienced losses on these accounts and management believes the Company was not exposed to significant risks on such accounts. | |
Use of Estimates | |
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America 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 expenses during the reporting period. Actual results could differ from those estimates. | |
Recent Accounting Pronouncements | |
Management does not believe that any recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying financial statements. | |
Subsequent Events | |
Management of the Company evaluated events that have occurred after the balance sheet date of December 31, 2013 but before the financial statements were issued. Except as discussed in Note 1 above, management did not identify any recognized or non-recognized subsequent event that would have required adjustment or disclosure in the financial statements. |
Initial_Public_Offering_and_In
Initial Public Offering and Insider Warrants | 12 Months Ended |
Dec. 31, 2013 | |
Initial Public Offering And Sponsors Warrants [Abstract] | ' |
Initial Public Offering and Sponsor's Warrants | ' |
Note 3 — Initial Public Offering and Sponsor’s Warrants | |
In connection with the Offering, on May 15, 2013, the Company sold 20,000,000 Units at $10.00 per unit, including 2,000,000 units under the underwriters’ over-allotment option, generating gross proceeds of $200,000,000. On May 17, 2013, the underwriters in the Offering indicated to the Company that they would not exercise the remaining portion of the over-allotment option. As a result, on May 20, 2013, the Company’s Initial Stockholders forfeited an aggregate of 175,000 shares of common stock issued to them prior to the Offering. Each unit consists of one share of the Company’s common stock, $0.0001 par value, and one half of one redeemable warrant to purchase one share of common stock. The shares of common stock and the warrants included in the units traded as a unit from the Offering until July 1, 2013 when separate trading of common stock and warrants began. No fractional warrants will be issued and only whole warrants will trade. Holders now have the option to continue to hold units or separate their units into the component pieces. Each whole warrant entitles its holder, upon exercise, to purchase one share of common stock for $11.50 subject to certain adjustments, during the period commencing on the later of thirty days after the completion by the Company of its initial Business Combination or twelve months from the date of the consummation of the Offering and terminating on the five-year anniversary of the completion by the Company of its initial Business Combination or earlier upon redemption or liquidation of the Trust Account. At May 15, 2013 and December 31, 2013, there were 15,600,000 warrants outstanding, which include 5,600,000 sponsors’ warrants purchased by the Initial Stockholders in the Private Placement and 10,000,000 warrants purchased in connection with the sale of units related to the Offering. | |
The warrants may be redeemed by the Company, at its option, in whole and not in part, at a price of $0.01 per warrant at any time the warrants are exercisable, upon a minimum of 30 days’ prior written notice of redemption, if, and only if, the last sales price of the Company’s shares of common stock equals or exceeds $24.00 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading days within a 30 trading day period ending three business days before the Company sends the redemption notice; and if, and only if, there is a current registration statement in effect with respect to the shares of common stock underlying such warrants. | |
If the Company calls the warrants for redemption as described above, the Company’s management will have the option to require all holders that wish to exercise warrants to do so on a “cashless basis.” In such event, each holder would pay the exercise price by surrendering the warrants for that number of shares of common stock equal to the quotient obtained by dividing (x) the product of the number of shares of common stock underlying the warrants, multiplied by the difference between the exercise price of the warrants and the fair market value by (y) the fair market value. The fair market value shall mean the average reported last sale price of the shares of common stock for the 5 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of warrants. | |
Simultaneously with the consummation of the Offering, the Company consummated the Private Placement of 5,600,000 sponsor’s warrants at a price of $1.00 per warrant, generating total proceeds of $5,600,000. The sponsor’s warrants are identical to the warrants included in the units sold in the Offering except that the sponsor’s warrants: (i) will not be redeemable by the Company and (ii) may be exercised for cash or on a cashless basis, in each case so long as they are held by the initial purchasers or any of their permitted transferees. The purchasers of the sponsor’s warrants have also agreed not to transfer, assign or sell any of the sponsor’s warrants, including the common stock issuable upon exercise of the sponsor’s warrants (except to certain permitted transferees), until 30 days after the completion of an initial Business Combination. |
Investment_in_Marketable_Secur
Investment in Marketable Securities and Fair Value of Financial Instruments | 12 Months Ended | ||||||||||||
Dec. 31, 2013 | |||||||||||||
Investments in Marketable Securities and Fair Value of Financial Instruments [Abstract] | ' | ||||||||||||
Investment in Marketable Securities and Fair Value of Financial Instruments | ' | ||||||||||||
Note 4 — Investment in Marketable Securities and Fair Value of Financial Instruments | |||||||||||||
The Company accounts for securities owned in accordance with ASC 320, “Investments - Debt and Equity Securities.” ASC 320 requires investments in debt and equity securities to be classified as either “held to maturity,” “trading,” or “available for sale.” At December 31, 2013, management has classified $9,973 of marketable securities as available for sale, which are reported at fair market value, with unrealized gains and losses reported as a separate component of stockholders’ equity. Gains or losses on the sale of securities are recognized on a specific identification basis. | |||||||||||||
At December 31, 2013, Level 1 marketable securities consist of the following: | |||||||||||||
Cost | Fair Value | Unrealized Gain* | |||||||||||
United States Treasury Notes | |||||||||||||
(matures in December, 2015) | $ | 9,969 | $ | 9,973 | $ | 4 | |||||||
* Included in other comprehensive income. |
Deferred_Offering_Costs
Deferred Offering Costs | 12 Months Ended |
Dec. 31, 2013 | |
Deferred Offering Costs [Abstract] | ' |
Deferred Offering Costs | ' |
Note 5 — Deferred Offering Costs | |
Deferred offering costs consist principally of legal, underwriting fees and other costs incurred through the balance sheet date that are directly related to the Offering and that were charged to stockholders’ equity upon the completion of the Offering (See Note 3). |
Note_Payable
Note Payable | 12 Months Ended |
Dec. 31, 2013 | |
Note Payable [Abstract] | ' |
Note Payable | ' |
Note 6 — Note Payable | |
The Company issued a $150,000 principal amount unsecured promissory note to an affiliate of the Company’s Chief Executive Officer on February 3, 2011. The note was non-interest bearing and was payable on the consummation of the Initial Public Offering. The note was repaid in full on the closing of the Offering. |
Income_Taxes
Income Taxes | 12 Months Ended | ||||||||||||
Dec. 31, 2013 | |||||||||||||
Income Taxes [Abstract] | ' | ||||||||||||
Income Tax | ' | ||||||||||||
Note 7 — Income Taxes | |||||||||||||
For the years ended December 31, 2013 and 2012, there are no provisions for income taxes or corporate taxes payable due to the net operating losses incurred in each year. | |||||||||||||
Deferred income taxes, if applicable, are provided for the differences between the basis of assets and liabilities for financial reporting and income tax purposes. A valuation allowance is established when necessary to reduce deferred tax assets to the amount expected to be realized. The Company has approximately $728,000 net operating losses that expire through 2033 and if realized would have a tax benefit of approximately $247,000. The Company has recorded a full valuation allowance against this deferred tax benefit since the Company believes it is more likely than not to that the Company will not utilize the losses in the future, and accordingly it has not been recorded as a deferred tax asset. | |||||||||||||
A reconciliation of the provision for income taxes with the amounts computed by applying the statutory Federal income tax rate to income from continuing operations before provision for income taxes is as follows: | |||||||||||||
For the year | For the year | For the period from | |||||||||||
ended | ended | 9-Aug-10 | |||||||||||
December 31, | December 31, | (inception) | |||||||||||
2013 | 2012 | through | |||||||||||
December 31, | |||||||||||||
2013 | |||||||||||||
Tax provision at statutory rate | (34 | %) | (34 | %) | (34 | %) | |||||||
State and local taxes (net of federal tax benefit) | - | - | - | ||||||||||
Effect of adjustments and non- deductible items | - | - | - | ||||||||||
Effect of valuation allowance on deferred tax asset | 34 | % | 34 | % | 34 | % | |||||||
Effective tax rate | 0 | % | 0 | % | 0 | % | |||||||
Commitments_and_Contingencies_
Commitments and Contingencies and Related Party Transactions | 12 Months Ended |
Dec. 31, 2013 | |
Commitments and Contingencies and Related Party Transactions [Abstract] | ' |
Commitments and Contingencies and Related Party Transactions | ' |
Note 8 — Commitments and Contingencies and Related Party Transactions | |
On May 10, 2013, the Company entered into an agreement with the underwriters (“Underwriting Agreement”). Pursuant to the Underwriting Agreement, the Company paid an underwriting discount of 2.0% of the gross proceeds of the Offering, or $4,000,000. The Company will also pay the underwriters in the Offering an additional deferred underwriting discount of 4.0% of the gross proceeds of the Offering (“Deferred Commissions”) which was placed in the Trust Account and will be paid only upon consummation of a Business Combination. | |
An affiliate of the Company’s Chief Executive Officer has agreed that, until the Company consummates a Business Combination, it will make available to the Company certain office space and administrative and support services, as may be required by the Company from time to time. The Company has agreed to pay such affiliate $7,500 per month for such services commencing on May 9, 2013. Another affiliate of the Company’s Chief Executive Officer has agreed to provide certain administrative and support services and is reimbursed for all costs incurred. For the year ended December 31, 2013, the total amount paid to these affiliates for office space and administrative and support services was $62,446. | |
The Company entered into two consulting arrangements for services to help identify and introduce the Company to potential targets and provide assistance with due diligence, deal structuring, documentation and obtaining stockholder approval for a business combination. These agreements provide for an aggregate annual fee of $330,000 and success fee of $450,000 upon the consummation of a business combination. Additionally, the Company may pay a discretionary success fee of $20,000 upon the closing of a business combination. | |
On May 23, 2013, the Company entered into a fifteen month office lease for office space in New York, New York, commencing on June 1, 2013. The lease calls for monthly rent of $6,700 plus additional fees for administrative support and includes free rent on the first, fifth and ninth month of the lease term. The rent has been straight-lined for financial statement purposes. For the year ended December 31, 2013, rent expense totaled $47,357, which includes $4,020 due to the straight-lining of rent. |
Stockholders_Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2013 | |
Stockholders' Equity [Abstract] | ' |
Stockholders' Equity | ' |
Note 9 — Stockholders’ Equity | |
Preferred Stock | |
The Company is authorized to issue 1,000,000 shares of preferred stock with a par value of $0.0001 per share with such designation, rights and preferences as may be determined from time to time by the Company’s board of directors. As of December 31, 2013, there are no shares of preferred stock issued or outstanding. | |
Common Stock | |
The Company is authorized to issue 200,000,000 shares of common stock with a par value of $0.0001 per share. | |
In connection with the organization of the Company, on February 3, 2011, a total of 4,417,684 shares of the Company’s common stock were sold to Capital Acquisition Management 2 LLC (our “sponsor”) at a price of approximately $0.006 per share for an aggregate of $25,000. On March 25, 2013, the sponsor contributed an aggregate of 105,184 shares of the Company’s common stock to the Company at no cost for cancellation. Effective May 9, 2013, the Company’s Board of Directors authorized a stock dividend of 0.2 shares for each outstanding share of common stock, resulting in 5,175,000 shares outstanding. All references in the accompanying financial statements to the number of shares of common stock have been retroactively restated to reflect these transactions. | |
On May 17, 2013, the underwriters in the Public Offering indicated to the Company that they would not exercise the remaining portion of the over-allotment option. As a result, on May 20, 2013, the Company’s Initial Stockholders forfeited an aggregate of 175,000 shares of Common Stock issued to them prior to the Public Offering. The shares that continue to be held by the Initial Stockholders includes 1,250,000 shares that are subject to forfeiture if the last sales price of the Company’s stock does not equal or exceed $13.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period within four years following the closing of the Company’s initial Business Combination. |
Summarized_Quarterly_Data_Unau
Summarized Quarterly Data (Unaudited) | 12 Months Ended | ||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||
Summarized Quarterly Data (Unaudited) [Abstract] | ' | ||||||||||||||||
Summarized Quarterly Data (Unaudited) | ' | ||||||||||||||||
Note 10 – Summarized Quarterly Data (Unaudited) | |||||||||||||||||
Following is a summary of the quarterly results of operations for the year ended December 31, 2013. | |||||||||||||||||
For the three | For the three | For the three | For the three | ||||||||||||||
months ended | months ended | months ended | months ended | ||||||||||||||
March 31, | June 30, | September 30, | December 31, | ||||||||||||||
2013 | 2013 | 2013 | 2013 | ||||||||||||||
Revenue | $ | -- | $ | -- | $ | -- | $ | -- | |||||||||
Loss from operations | (4,400 | ) | (201,678 | ) | (291,762 | ) | (250,814 | ) | |||||||||
Interest income | -- | 6,053 | 19,017 | 12,824 | |||||||||||||
Interest expense | -- | -- | -- | (10,260 | ) | ||||||||||||
Total other income | -- | 6,053 | 19,017 | 2,564 | |||||||||||||
Net loss | (4,400 | ) | (195,625 | ) | (272,745 | ) | (248,250 | ) | |||||||||
Weighted average number of common shares outstanding, excluding shares subjected to possible conversion – basic and diluted | 5,175,000 | 5,705,318 | 6,201,785 | 6,201,785 | |||||||||||||
Basic and diluted net income (loss) per Share | $ | -- | $ | (.03 | ) | $ | (.04 | ) | $ | (.04 | ) | ||||||
Following is a summary of the quarterly results of operations for the year ended December 31, 2012. | |||||||||||||||||
For the three | For the three | For the three | For the three | ||||||||||||||
months ended | months ended | months ended | months ended | ||||||||||||||
March 31, | June 30, | September 30, | December 31, | ||||||||||||||
2012 | 2012 | 2012 | 2012 | ||||||||||||||
Revenue | $ | -- | $ | -- | $ | -- | $ | -- | |||||||||
Loss from operations | (568 | ) | -- | (1,701 | ) | (2,499 | ) | ||||||||||
Interest income | -- | -- | -- | -- | |||||||||||||
Net loss | (568 | ) | -- | (1,701 | ) | (2,499 | ) | ||||||||||
Weighted average number of common shares outstanding, excluding shares subjected to possible conversion – basic and diluted | 5,175,000 | 5,175,000 | 5,175,000 | 5,175,000 | |||||||||||||
Basic and diluted net income (loss) per Share | $ | -- | $ | -- | $ | -- | $ | -- |
Significant_Accounting_Policie1
Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2013 | |
Significant Accounting Policies [Abstract] | ' |
Cash and Cash Equivalents | ' |
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 except for the cash held in the Trust Account which due to the restrictions on its use, is treated as a non-current asset. | |
Cash and Cash Equivalents Held in Trust Account - Restricted | ' |
Cash and Cash Equivalents Held in Trust Account – Restricted | |
The Company considers the restricted portion of the funds held in the Trust Account as being a non-current asset. A current asset is one that is reasonably expected to be used to pay current liabilities, such as accounts payable or short-term debt or to pay current operating expenses, or will be used to acquire other current assets. Since the acquisition of a business is principally considered to be a long-term purpose, with long-term assets such as property and intangibles, typically being a major part of the acquired assets, the Company has reported the funds anticipated to be used in the acquisition as a non-current asset. | |
Investment in Marketable Securities | ' |
Investment in Marketable Securities | |
Marketable securities consist of government obligations. The Company has classified its investment as available for sale. Accordingly, such investment is reported at fair value with the unrealized gain or loss reported as a separate component of stockholders’ equity. | |
Fair Value Measurements and Disclosure | ' |
Fair Value Measurements and Disclosure | |
The Company applies ASC 820, “Fair Value Measurements and Disclosures,” which expands disclosures for assets and liabilities that are measured and reported at fair value on a recurring basis. ASC 820 defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. ASC 820 established a fair value hierarchy that prioritizes the inputs to valuation techniques utilized to measure fair value into three broad levels as follows: | |
Level 1 - Quoted market prices (unadjusted) in active markets for the identical assets or liability that the reporting entity has the ability to access at measurement date. | |
Level 2 - Quoted market prices for identical assets or liabilities in markets that are not active, quoted market prices for similar assets or liabilities in active markets, and where fair value is determined through the use of models or other valuation methodologies. | |
Level 3 - Unobserved inputs for the asset or liability. Fair value is determined by the reporting entity’s own assumptions utilizing the best information available, and includes situations where there is little market activity for the investment. | |
Fair Value of Financial Instruments | ' |
Fair Value of Financial Instruments: | |
The Company’s financial instruments are cash, cash held in trusts and accounts payable. The recorded values of cash, cash held in trust and accounts payable approximate their fair values based on their short term maturities. | |
Income Taxes | ' |
Income Taxes | |
The Company accounts for income taxes under Accounting Standards Codification (“ASC”) 740, “Income Taxes” (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statements and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. | |
ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position 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. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. The Company has identified its Federal and New York State tax returns as “major” tax jurisdictions. Based on the Company’s evaluation, it has been concluded that there are no significant uncertain tax positions requiring recognition in the Company’s financial statements. The Company believes that its income tax positions and deductions would be sustained on audit and does not anticipate any adjustments that would result in a material change to its financial position. | |
The Company’s conclusions regarding uncertain tax positions may be subject to review and adjusted at a later date based upon ongoing analyses of tax laws, regulations, and interpretations thereof as well as other factors. Generally, federal and state authorities may examine the tax returns for three years from the date of filing; therefore the years ended December 31, 2012 and 2011 and the period from August 9, 2010 (inception) through December 31, 2010 remain subject to examination as of December 31, 2013. There are currently no ongoing income tax examinations. | |
The Company’s policy for recording interest and penalties associated with audits is to record such expense as a component of income tax expense. There were no amounts accrued for penalties or interest as of or during the period from August 9, 2010 (inception) through December 31, 2013. Management is currently unaware of any issues under review that could result in significant payments, accruals or material deviations from its position. | |
Loss per Share | ' |
Loss per Share | |
Basic loss per share is calculated using the weighted-average number of shares of common stock and diluted loss per share is computed on the basis of the average number of common stock outstanding plus the effect of outstanding warrants using the “treasury stock method.” | |
Common shares subject to possible conversion of 18,798,215 have been excluded from the calculation of basic and diluted earnings per share since such shares, if converted, only participate in their pro rata shares of the trust earnings. | |
Diluted loss per common share amounts, assuming dilution, gives the effect to dilutive options, warrants, and other potential common stock outstanding during the period. The Company has not considered the effect of its outstanding warrants in the calculation of diluted loss per shares since they are anti-dilutive. | |
Concentration of Credit Risk | ' |
Concentration of Credit Risk | |
Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which at times, may exceed the Federal depository insurance coverage. At December 31, 2013, the Company had not experienced losses on these accounts and management believes the Company was not exposed to significant risks on such accounts. | |
Use of Estimates | ' |
Use of Estimates | |
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America 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 expenses during the reporting period. Actual results could differ from those estimates. | |
Recent Accounting Pronouncements | ' |
Recent Accounting Pronouncements | |
Management does not believe that any recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying financial statements. | |
Subsequent Events | ' |
Subsequent Events | |
Management of the Company evaluated events that have occurred after the balance sheet date of December 31, 2013 but before the financial statements were issued. Except as discussed in Note 1 above, management did not identify any recognized or non-recognized subsequent event that would have required adjustment or disclosure in the financial statements. |
Investment_in_Marketable_Secur1
Investment in Marketable Securities and Fair Value of Financial Instruments (Tables) | 12 Months Ended | ||||||||||||
Dec. 31, 2013 | |||||||||||||
Investments in Marketable Securities and Fair Value of Financial Instruments [Abstract] | ' | ||||||||||||
Schedule of investment in marketable securities and fair value of financial instruments [Table Text Block] | ' | ||||||||||||
Cost | Fair Value | Unrealized Gain* | |||||||||||
United States Treasury Notes | |||||||||||||
(matures in December, 2015) | $ | 9,969 | $ | 9,973 | $ | 4 | |||||||
* Included in other comprehensive income. |
Income_Taxes_Tables
Income Taxes (Tables) | 12 Months Ended | ||||||||||||
Dec. 31, 2013 | |||||||||||||
Income Taxes [Abstract] | ' | ||||||||||||
Schedule of Reconciliation Provision For Income Tax | ' | ||||||||||||
For the year | For the year | For the period from | |||||||||||
ended | ended | 9-Aug-10 | |||||||||||
December 31, | December 31, | (inception) | |||||||||||
2013 | 2012 | through | |||||||||||
December 31, | |||||||||||||
2013 | |||||||||||||
Tax provision at statutory rate | (34 | %) | (34 | %) | (34 | %) | |||||||
State and local taxes (net of federal tax benefit) | - | - | - | ||||||||||
Effect of adjustments and non- deductible items | - | - | - | ||||||||||
Effect of valuation allowance on deferred tax asset | 34 | % | 34 | % | 34 | % | |||||||
Effective tax rate | 0 | % | 0 | % | 0 | % | |||||||
Summarized_Quarterly_Data_Unau1
Summarized Quarterly Data (Unaudited) (Table) | 12 Months Ended | ||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||
Summarized Quarterly Data (Unaudited) [Abstract] | ' | ||||||||||||||||
Summary of the quarterly results of operations | ' | ||||||||||||||||
For the three | For the three | For the three | For the three | ||||||||||||||
months ended | months ended | months ended | months ended | ||||||||||||||
March 31, | June 30, | September 30, | December 31, | ||||||||||||||
2013 | 2013 | 2013 | 2013 | ||||||||||||||
Revenue | $ | -- | $ | -- | $ | -- | $ | -- | |||||||||
Loss from operations | (4,400 | ) | (201,678 | ) | (291,762 | ) | (250,814 | ) | |||||||||
Interest income | -- | 6,053 | 19,017 | 12,824 | |||||||||||||
Interest expense | -- | -- | -- | (10,260 | ) | ||||||||||||
Total other income | -- | 6,053 | 19,017 | 2,564 | |||||||||||||
Net loss | (4,400 | ) | (195,625 | ) | (272,745 | ) | (248,250 | ) | |||||||||
Weighted average number of common shares outstanding, excluding shares subjected to possible conversion – basic and diluted | 5,175,000 | 5,705,318 | 6,201,785 | 6,201,785 | |||||||||||||
Basic and diluted net income (loss) per Share | $ | -- | $ | (.03 | ) | $ | (.04 | ) | $ | (.04 | ) | ||||||
For the three | For the three | For the three | For the three | ||||||||||||||
months ended | months ended | months ended | months ended | ||||||||||||||
March 31, | June 30, | September 30, | December 31, | ||||||||||||||
2012 | 2012 | 2012 | 2012 | ||||||||||||||
Revenue | $ | -- | $ | -- | $ | -- | $ | -- | |||||||||
Loss from operations | (568 | ) | -- | (1,701 | ) | (2,499 | ) | ||||||||||
Interest income | -- | -- | -- | -- | |||||||||||||
Net loss | (568 | ) | -- | (1,701 | ) | (2,499 | ) | ||||||||||
Weighted average number of common shares outstanding, excluding shares subjected to possible conversion – basic and diluted | 5,175,000 | 5,175,000 | 5,175,000 | 5,175,000 | |||||||||||||
Basic and diluted net income (loss) per Share | $ | -- | $ | -- | $ | -- | $ | -- |
Organization_Plan_of_Business_1
Organization, Plan of Business Operations and Liquidity (Details) (USD $) | 0 Months Ended | 12 Months Ended | 41 Months Ended | ||
15-May-13 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | 10-May-13 | |
Organization, Plan of Business Operations and Liquidity (Textual) | ' | ' | ' | ' | ' |
Amount received from Offering net of Underwriter's discount and other offering expenses | $195,333,700 | ' | ' | ' | ' |
Proceeds from issuance of warrants in private placement | 5,600,000 | 5,600,000 | ' | 5,600,000 | ' |
Number of warrants issued in private placement | 5,600,000 | ' | ' | ' | ' |
Gross proceeds from initial public offering | 200,000,000 | 200,000,000 | ' | 200,000,000 | ' |
Price per share sold in offering | $10 | ' | ' | ' | ' |
Maturity period of US government securities | ' | 'United States government securities having a maturity of 180 days or less. | ' | ' | ' |
Percentage of increase in size of offering | ' | ' | ' | ' | 20.00% |
Condition for redemption of outstanding public shares | ' | 'The consummation of a Business Combination or the Company's redemption of 100% of the outstanding public shares if the Company has not consummated a Business Combination in the required time period. | ' | ' | ' |
Fair value of target business | ' | 'Company completes a Business Combination must collectively have a fair market value equal to at least 80% of the balance of the funds in the Trust Account (less taxes payable) at the time of the execution of the definitive agreement for its initial Business Combination, although the Company may acquire a target business whose fair value significantly exceeds 80% of the Trust Account balance. | ' | ' | ' |
Minimum net tangible asset required for business combination | ' | 5,000,000 | ' | 5,000,000 | ' |
Net proceeds of working capital | 933,700 | ' | ' | ' | ' |
Current cash position | ' | 356,000 | ' | 356,000 | ' |
Held in trust account | ' | 34,000 | ' | 34,000 | ' |
Company invested in U.S treasury bills | ' | 10,000 | ' | ' | ' |
Loans committed to the company | ' | $615,000 | ' | ' | ' |
Loans that may be converted into warrants | ' | 500,000 | ' | ' | ' |
Significant_Accounting_Policie2
Significant Accounting Policies (Details) | 12 Months Ended |
Dec. 31, 2013 | |
Significant Accounting Policies (Textual) | ' |
Common shares excluded from the calculation of basic and diluted earnings per share | 18,798,215 |
Initial_Public_Offering_and_In1
Initial Public Offering and Insider Warrants (Details) (USD $) | 0 Months Ended | 12 Months Ended | 41 Months Ended | ||
20-May-13 | 15-May-13 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | |
Initial Public Offering and Sponsor's Warrants (Textual) | ' | ' | ' | ' | ' |
Number of units sold in connection with initial public offering | ' | 20,000,000 | ' | ' | ' |
Price Per Share | ' | $10 | ' | ' | ' |
Number of units sold subject to the Underwriters' over-allotment option | ' | 2,000,000 | ' | ' | ' |
Gross proceeds from initial public offering | ' | $200,000,000 | $200,000,000 | ' | $200,000,000 |
Number of common shares forfeited post the offering | 175,000 | ' | ' | ' | ' |
Description of unit | ' | ' | 'Each unit consists of one share of the Company's common stock, $0.0001 par value, and one half of one redeemable warrant to purchase one share of common stock. | ' | ' |
Description of common stock and warrants included in units | ' | ' | 'The shares of common stock and the warrants included in the units traded as a unit from the Offering until July 1, 2013 when separate trading of common stock and warrants began. No fractional warrants will be issued and only whole warrants will trade. | ' | ' |
Description of warrant exercise to purchase one share of common stock | ' | ' | 'Each whole warrant entitles its holder, upon exercise, to purchase one share of common stock for $11.50 subject to certain adjustments, during the period commencing on the later of thirty days after the completion by the Company of its initial Business Combination or twelve months from the date of the consummation of the Offering and terminating on the five-year anniversary of the completion by the Company of its initial Business Combination or earlier upon redemption or liquidation of the Trust Account. | ' | ' |
Exercise price of one common share | $11.50 | ' | ' | ' | ' |
Warrants outstanding | ' | 15,600,000 | 15,600,000 | ' | 15,600,000 |
Number of warrants purchased by intial stockholders in Private Placement | ' | 5,600,000 | 5,600,000 | ' | 5,600,000 |
Warrants purchased in connection with sale of units related to offering | ' | 10,000,000 | 10,000,000 | ' | 10,000,000 |
Warrants redemption price | ' | $0.01 | ' | ' | ' |
Description of warrant redemption | ' | ' | 'The warrants may be redeemed by the Company, at its option, in whole and not in part, at a price of $0.01 per warrant at any time the warrants are exercisable, upon a minimum of 30 days' prior written notice of redemption, if, and only if, the last sales price of the Company's shares of common stock equals or exceeds $24.00 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading days within a 30 trading day period ending three business days before the Company sends the redemption notice; and if, and only if, there is a current registration statement in effect with respect to the shares of common stock underlying such warrants. | ' | ' |
Purchase price of warrants | ' | 1 | ' | ' | ' |
Number of sponsors warrants issued in private placement | ' | 5,600,000 | ' | ' | ' |
Proceeds from issuance of sponsor's warrants | ' | $5,600,000 | $5,600,000 | ' | $5,600,000 |
Description of Sponsors' Warrants | ' | ' | 'The sponsor's warrants are identical to the warrants included in the units sold in the Offering except that the sponsor's warrants: (i) will not be redeemable by the Company and (ii) may be exercised for cash or on a cashless basis, in each case so long as they are held by the initial purchasers or any of their permitted transferees. The purchasers of the sponsor's warrants have also agreed not to transfer, assign or sell any of the sponsor's warrants, including the common stock issuable upon exercise of the sponsor's warrants (except to certain permitted transferees), until 30 days after the completion of an initial Business Combination. | ' | ' |
Investment_in_Marketable_Secur2
Investment in Marketable Securities and Fair Value of Financial Instruments (Details) (United States Treasury Notes, USD $) | 12 Months Ended | |
Dec. 31, 2013 | ||
United States Treasury Notes | ' | |
Cash and Cash Equivalents [Line Items] | ' | |
United States Treasury Notes , Cost | $9,969 | |
United States Treasury Notes, Fair Value | 9,973 | |
United States Treasury Notes, Unrealized Gain | $4 | [1] |
[1] | Included in other comprehensive income. |
Investment_in_Marketable_Secur3
Investment in Marketable Securities and Fair Value of Financial Instruments (Details Textual) (United States Treasury Notes, USD $) | 12 Months Ended |
Dec. 31, 2013 | |
United States Treasury Notes | ' |
Cash and Cash Equivalents [Line Items] | ' |
Marketable securities as available for sale | $9,973 |
Marketable securities maturity period | ' |
Matures in December, 2015. |
Note_Payable_Details
Note Payable (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 | Feb. 03, 2011 |
Chief Executive Officer | |||
Note Payable (Textual) | ' | ' | ' |
Principal amount of unsecured promissory note | ' | $150,000 | $150,000 |
Income_Taxes_Details
Income Taxes (Details) | 12 Months Ended | 41 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | |
Schedule of Reconciliation Income Tax | ' | ' | ' |
Tax provision at statutory rate | -34.00% | -34.00% | -34.00% |
State and local taxes (net of federal tax benefit) | ' | ' | ' |
Effect of adjustments and non- deductible items | ' | ' | ' |
Effect of valuation allowance on deferred tax asset | 34.00% | 34.00% | 34.00% |
Effective tax rate | 0.00% | 0.00% | 0.00% |
Income_Taxes_Details_Textual
Income Taxes (Details Textual) (USD $) | 3 Months Ended | 12 Months Ended | 41 Months Ended | ||||||||
Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2012 | Sep. 30, 2012 | Jun. 30, 2012 | Mar. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | |
Income Taxes [Abstract] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net operating losses | ($250,814) | ($291,762) | ($201,678) | ($4,400) | ($2,499) | ($1,701) | ' | ($568) | ($748,654) | ($4,768) | ($755,899) |
Operating Loss Carryforwards Expiration Date One | ' | ' | ' | ' | ' | ' | ' | ' | '2033 | ' | ' |
Tax benefit approximately | ' | ' | ' | ' | ' | ' | ' | ' | $247,000 | ' | ' |
Commitments_and_Contingencies_1
Commitments and Contingencies and Related Party Transactions (Details) (USD $) | 0 Months Ended | 12 Months Ended | 0 Months Ended |
23-May-13 | Dec. 31, 2013 | 10-May-13 | |
Arrangement | Underwriting Agreement [Member] | ||
Commitments and Contingencies (Textual) | ' | ' | ' |
Underwriting Commitments | ' | ' | 'Pursuant to the Underwriting Agreement, the Company paid an underwriting discount of 2.0% of the gross proceeds of the Offering, or $4,000,000. The Company will also pay the underwriters in the Offering an additional deferred underwriting discount of 4.0% of the gross proceeds of the Offering ("Deferred Commissions") which was placed in the Trust Account and will be paid only upon consummation of a Business Combination. |
Percentage of gross proceeds of offering paid under underwriting discount | ' | ' | 2.00% |
Underwriting discount paid to the underwriters | ' | ' | $4,000,000 |
Additional deferred underwriting discount to be paid to underwriters | ' | ' | 4.00% |
Amount to be paid to affiliate for office space administrative and support services | ' | 62,446 | 7,500 |
Number of arrangement | ' | 2 | ' |
Aggregate annual fee | ' | 330,000 | ' |
Success fee | ' | 450,000 | ' |
Discretionary success fee | ' | 20,000 | ' |
Term of office lease | '15 months | ' | ' |
Rent expense | ' | 47,357 | ' |
Monthly rent | 6,700 | ' | ' |
Due To Straight Line Rent | ' | $4,020 | ' |
Stockholders_Equity_Details
Stockholders' Equity (Details) (USD $) | 0 Months Ended | 1 Months Ended | 12 Months Ended | |||
20-May-13 | 9-May-13 | Feb. 03, 2011 | Mar. 25, 2013 | Dec. 31, 2013 | Dec. 31, 2012 | |
Stock_dividend | ||||||
Stockholders' Equity (Textual) | ' | ' | ' | ' | ' | ' |
Number of common shares forfeited post the offering | 175,000 | ' | ' | ' | ' | ' |
Share dividend authorized by Board of Directors for each outstanding share of common stock | ' | 0.2 | ' | ' | ' | ' |
Number of shares subject to forfeiture held by initial stockholders | 1,250,000 | ' | ' | ' | 1,250,000 | 1,250,000 |
Preferred stock, shares authorized | ' | ' | ' | ' | 1,000,000 | 1,000,000 |
Preferred stock, par value | ' | ' | ' | ' | $0.00 | $0.00 |
Common stock, shares authorized | ' | ' | ' | ' | 200,000,000 | 200,000,000 |
Common stock, par value | ' | ' | ' | ' | $0.00 | $0.00 |
Common stock sold to Capital Acquisition Management 2 LLC, Value | ' | ' | $25,000 | ' | ' | ' |
Number of common stock sold to Capital Acquisition Management 2 LLC | ' | ' | 4,417,684 | ' | ' | ' |
Share price | ' | ' | $0.01 | ' | ' | ' |
Common stock, shares outstanding | ' | ' | ' | ' | 25,000,000 | 5,175,000 |
Common shares contributed by Company's Sponsor | ' | ' | ' | 105,184 | ' | ' |
Description of shares held by the Initial Stockholders | ' | ' | ' | ' | 'The shares that continue to be held by the Initial Stockholders includes 1,250,000 shares that are subject to forfeiture if the last sales price of the Company's stock does not equal or exceed $13.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period within four years following the closing of the Company's initial Business Combination. | ' |
Summarized_Quarterly_Data_Unau2
Summarized Quarterly Data (Unaudited) (Details) (USD $) | 3 Months Ended | 12 Months Ended | 17 Months Ended | 41 Months Ended | ||||||||||
Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2012 | Sep. 30, 2012 | Jun. 30, 2012 | Mar. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2013 | |||
Summarized Quarterly Data (Unaudited) [Abstract] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||
Revenue | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ||
Loss from operations | -250,814 | -291,762 | -201,678 | -4,400 | -2,499 | -1,701 | ' | -568 | -748,654 | -4,768 | ' | -755,899 | ||
Interest income | 12,824 | 19,017 | 6,053 | ' | ' | ' | ' | ' | 37,894 | ' | ' | 37,894 | ||
Interest expense | -10,260 | ' | ' | ' | ' | ' | ' | ' | -10,260 | ' | ' | -10,260 | ||
Total other income | 2,564 | 19,017 | 6,053 | ' | ' | ' | ' | ' | 27,634 | ' | ' | 27,634 | ||
Net loss | ($248,250) | ($272,745) | ($195,625) | ($4,400) | ($2,499) | ($1,701) | ' | ($568) | ($721,020) | ($4,768) | ($2,477) | ($728,265) | ||
Weighted average number of common shares outstanding, excluding shares subjected to possible conversion - basic and diluted | 6,201,785 | 6,201,785 | 5,705,318 | 5,175,000 | 5,175,000 | 5,175,000 | 5,175,000 | 5,175,000 | 5,824,828 | [1],[2] | 5,175,000 | [1],[2] | ' | ' |
Basic and diluted net income (loss) per Share | ($0.04) | ($0.04) | ($0.03) | ' | ' | ' | ' | ' | ($0.12) | ' | ' | ' | ||
[1] | Share amounts have been retroactively restated to reflect the contribution to the Company of 105,184 shares by the Company's sponsor on March 25, 2013 and a stock dividend of 0.2 shares for each outstanding share of common stock on May 9, 2013 (see Note 9) | |||||||||||||
[2] | Share amounts include 1,125,000 shares that are subject to forfeiture if the last sales prices of the Company's stock does not equal or exceed $13.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period within four years following the closing of the Company's initial business combination. The number of shares at December 31, 2012 includes an aggregate of 675,000 shares that were subject to forfeiture if the over-allotment option was not exercised by the underwriters. The over-allotment option was partially exercised by the underwriters. |