Document_and_Entity_Informatio
Document and Entity Information | 9 Months Ended | |
Sep. 30, 2013 | Nov. 14, 2013 | |
Document Type | '10-Q | ' |
Amendment Flag | 'false | ' |
Document Period End Date | 30-Sep-13 | ' |
Trading Symbol | 'hpac | ' |
Entity Registrant Name | 'Hyde Park Acquisition Corp. II | ' |
Entity Central Index Key | '0001519817 | ' |
Current Fiscal Year End Date | '--12-31 | ' |
Entity Filer Category | 'Smaller Reporting Company | ' |
Entity Common Stock, Shares Outstanding | ' | 10,068,750 |
Entity Current Reporting Status | 'Yes | ' |
Entity Voluntary Filers | 'No | ' |
Entity Well Known Seasoned Issuer | 'No | ' |
Document Fiscal Year Focus | '2013 | ' |
Document Fiscal Period Focus | 'Q3 | ' |
CONDENSED_BALANCE_SHEETS
CONDENSED BALANCE SHEETS (USD $) | Sep. 30, 2013 | Dec. 31, 2012 | ||
Current Assets | ' | ' | ||
Cash and cash equivalents | $549,691 | $743,748 | ||
Prepaid expenses and other current assets | 0 | 89,628 | ||
Total current assets | 549,691 | 833,376 | ||
Restricted investments and cash equivalents held in Trust Account | 78,756,217 | 78,787,269 | ||
Total assets | 79,305,908 | 79,620,645 | ||
Current liabilities | ' | ' | ||
Accrued liabilities | 890,231 | 14,978 | ||
Accrued Delaware franchise tax | 169,912 | 64,648 | ||
Total liabilities | 1,060,143 | 79,626 | ||
Commitments | 0 | 0 | ||
Common Stock, subject to possible conversion or tender, 6,961,688 and 7,088,364 shares at conversion value at September 30, 2013 and December 31, 2012, respectively(1) | 73,097,724 | [1] | 74,427,822 | [1] |
Stockholders' Equity | ' | ' | ||
Preferred Stock, $0.0001 par value, 1,000,000 shares authorized; none issued or outstanding | 0 | 0 | ||
Common Stock, $0.0001 par value, 50,000,000 shares authorized; 3,107,062 shares issued and outstanding (excluding 6,961,688 shares subject to possible conversion or tender) at September 30, 2013 and 2,980,386 shares issued and outstanding (excluding 7,088,364 shares subject to possible conversion or tender) at December 31, 2012. | 311 | 298 | ||
Additional paid-in capital | 6,632,703 | 5,302,618 | ||
Deficit accumulated during the development stage | -1,484,973 | -189,719 | ||
Total stockholders' equity | 5,148,041 | 5,113,197 | ||
Total liabilities, redeemable common stock and stockholders' equity | $79,305,908 | $79,620,645 | ||
[1] | As a result of changes in the Company's net tangible assets, a total of 6,961,688 and 7,088,364 shares of common stock were subject to conversion or tender at September 30, 2013 and December 31, 2012, respectively. |
CONDENSED_BALANCE_SHEETS_Paren
CONDENSED BALANCE SHEETS (Parenthetical) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
Common Stock, Subject to Possible Conversion or Tender | 6,961,688 | 7,088,364 |
Preferred Stock, Par Value Per Share | $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 Per Share | $0.00 | $0.00 |
Common Stock, Shares Authorized | 50,000,000 | 50,000,000 |
Common Stock, Shares, Issued | 3,107,062 | 2,980,386 |
Common Stock, Shares, Outstanding | 3,107,062 | 2,980,386 |
CONDENSED_STATEMENTS_OF_OPERAT
CONDENSED STATEMENTS OF OPERATIONS (USD $) | 3 Months Ended | 9 Months Ended | 31 Months Ended | ||||||
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | |||||
Formation and operating costs | ' | ' | ' | ' | ' | ||||
Legal and professional fees | $730,234 | $34,393 | $1,082,636 | $34,393 | $1,159,986 | ||||
Office expense - related party | 30,000 | 20,000 | 90,000 | 20,000 | 140,000 | ||||
General and administrative expenses | 51,679 | 625 | 179,580 | 4,215 | 279,924 | ||||
Loss from operations | -811,913 | -55,018 | -1,352,216 | -58,608 | -1,579,910 | ||||
Interest income | 14,969 | 12,779 | 56,962 | 12,779 | 94,937 | ||||
Net loss | ($796,944) | ($42,239) | ($1,295,254) | ($45,829) | ($1,484,973) | ||||
Weighted average shares outstanding, basic and diluted (1)(2) | 3,029,968 | [1],[2] | 2,516,026 | [1],[2] | 3,006,210 | [1],[2] | 2,090,235 | [1],[2] | ' |
Basic and diluted net loss per common share | ($0.26) | ($0.02) | ($0.43) | ($0.02) | ' | ||||
[1] | For the three and nine months ended September 30, 2012, share amounts excluded an aggregate of 281,250 shares that were subject to forfeiture. These shares were forfeited on September 22, 2012 (See Note 6). | ||||||||
[2] | For the three and nine months ended September 30, 2013 and 2012, share amounts excluded shares subject to possible conversion or tender, which as of September 30, 2013 and 2012 were 6,961,688 and 7,101,632, respectively. |
CONDENSED_STATEMENTS_OF_CASH_F
CONDENSED STATEMENTS OF CASH FLOWS (USD $) | 9 Months Ended | 31 Months Ended | |
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | |
Cash flows from operating activities: | ' | ' | ' |
Net Loss | ($1,295,254) | ($45,829) | ($1,484,973) |
Accretion of discount on investments held in trust | -56,022 | -12,600 | -93,291 |
Changes in operating assets and liabilities: | ' | ' | ' |
Prepaid expenses and other current assets | 89,628 | -19,031 | 0 |
Accrued liabilities | 980,517 | -45,896 | 1,060,143 |
Net cash used in operating activities | -281,131 | -123,356 | -518,121 |
Cash flows from investing activities: | ' | ' | ' |
Purchases of restricted investments and cash equivalents held in Trust Account | -157,498,926 | 0 | -236,248,926 |
Proceeds from the maturity of restricted investments and cash equivalents held in Trust Account | 157,586,000 | -78,750,000 | 157,586,000 |
Net cash provided by (used in) investing activities | 87,074 | -78,750,000 | -78,662,926 |
Cash flows from financing activities: | ' | ' | ' |
Repayments of notes payable to stockholders | 0 | -100,000 | 0 |
Proceeds from the issuance of Founders' Shares | 0 | 0 | 25,000 |
Proceeds from public offering, net of offering costs | 0 | 73,121,850 | 73,121,850 |
Proceeds from the issuance of Sponsors' Shares | 0 | 6,937,500 | 6,937,500 |
Payment of offering costs | 0 | -149,091 | -353,612 |
Net cash provided by financing activities | 0 | 79,810,259 | 79,730,738 |
Net (decrease) increase in cash and cash equivalents | -194,057 | 936,903 | 549,691 |
Cash and cash equivalents - beginning | 743,748 | 2,257 | 0 |
Cash and cash equivalents - ending | $549,691 | $939,160 | $549,691 |
CONDENSED_STATEMENT_OF_CHANGES
CONDENSED STATEMENT OF CHANGES IN STOCKHOLDERS EQUITY (USD $) | Common Stock [Member] | Additional Paid-In Capital [Member] | Accumulated Deficit During the Development Stage [Member] | Total | |
Beginning Balance at Feb. 24, 2011 | ' | ' | ' | ' | |
Commn stock issued at approximatly $0.01 per share to initial stockholders, on April 28, 2011 | $216 | $24,784 | ' | $25,000 | |
Commn stock issued at approximatly $0.01 per share to initial stockholders, on April 28, 2011 (Shares) | 2,156,250 | ' | ' | ' | |
Net Loss | ' | ' | -8,222 | -8,222 | |
Ending Balance at Dec. 31, 2011 | 216 | 24,784 | -8,222 | 16,778 | |
Ending Balance (Shares) at Dec. 31, 2011 | 2,156,250 | ' | ' | ' | |
Sale of 7,500,000 shares on August 7, 2012, net of underwriters' discount and offering costs | 750 | 72,767,488 | ' | 72,768,238 | |
Sale of 7,500,000 shares on August 7, 2012, net of underwriters' discount and offering costs (Shares) | 7,500,000 | ' | ' | ' | |
Sale of 693,750 shares to Sponsors on August 7, 2012 | 69 | 6,937,431 | ' | 6,937,500 | |
Sale of 693,750 shares to Sponsors on August 7, 2012 (Shares) | 693,750 | ' | ' | ' | |
Forfeiture of Founders' Shares in connection with the expiration of the underwriters' over-allotment option on September 15, 2012. | -28 | 28 | ' | ' | |
Forfeiture of Founders' Shares in connection with the expiration of the underwriters' over-allotment option on September 15, 2012. (Shares) | -281,250 | ' | ' | ' | |
Net proceeds subject to possible redemption of 7,088,364 shares at redemption value | -709 | -74,427,113 | ' | -74,427,822 | |
Net proceeds subject to possible redemption of 7,088,364 shares at redemption value (Shares) | [1] | -7,088,364 | ' | ' | ' |
Net Loss | ' | ' | -181,497 | -181,497 | |
Ending Balance at Dec. 31, 2012 | 298 | 5,302,618 | -189,719 | 5,113,197 | |
Ending Balance (Shares) at Dec. 31, 2012 | 2,980,386 | ' | ' | ' | |
Change in net proceeds subject to possible redemption | 13 | 1,330,085 | ' | 1,330,098 | |
Change in net proceeds subject to possible redemption (Shares) | [2] | 126,676 | ' | ' | ' |
Net Loss | ' | ' | -1,295,254 | -1,295,254 | |
Ending Balance at Sep. 30, 2013 | $311 | $6,632,703 | ($1,484,973) | $5,148,041 | |
Ending Balance (Shares) at Sep. 30, 2013 | 3,107,062 | ' | ' | ' | |
[1] | As a result of changes in the Company's net tangible assets, a total of 7,088,364 shares of common stock were subject to conversion or tender at December 31, 2012. | ||||
[2] | As a result of changes in the Company's net tangible assets, a total of 6,961,688 shares of common stock were subject to conversion or tender at September 30, 2013. |
Organization_Plan_of_Business_
Organization, Plan of Business Operations and Liquidity | 9 Months Ended |
Sep. 30, 2013 | |
Organization, Plan of Business Operations and Liquidity [Text Block] | ' |
Note 1 — Organization, Plan of Business Operations and Liquidity | |
Organization and Plan of Business Operations | |
Hyde Park Acquisition Corp. II (the “Company”) was incorporated in Delaware on February 24, 2011 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”). | |
As of September 30, 2013 the Company had not commenced any operations. All activity through September 30, 2013 relates to the Company’s formation, initial public offering (“Offering”), and the identification and investigation of prospective target businesses with which to consummate a Business Combination. | |
The registration statement for the Offering was declared effective on August 1, 2012. The Company consummated the Offering on August 7, 2012 and received proceeds net of underwriters discount of $73,312,500 and simultaneously raised $6,937,500 through the issuance of shares of common stock (“Sponsors’ Shares”) to the Company’s initial stockholders (collectively, the “Sponsors”) in a private placement (“Private Placement”) which are described in Note 4. The Company paid a total of $1,687,500 in underwriting discounts and commissions (not including deferred fees) and $544,262 for other costs and expenses related to the Offering. | |
Upon the closing of the Offering, $78,750,000 ($10.50 per share sold in the Offering (“Public Share”), including the proceeds of the Private Placement), was placed in a trust account (“Trust Account”) and is invested in United States government treasury bills having a maturity of 180 days or less. Funds held in the Trust Account may also be invested in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act of 1940, as amended, which invest solely in U.S. treasuries, until the earlier of the consummation of the initial Business Combination or the Company’s failure to consummate a Business Combination within the prescribed time. 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 or entities will execute such agreements. The Company’s executive officers have agreed that they will be jointly and severally 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, they may not be able to satisfy those obligations should they arise. The remaining net proceeds (not held in the Trust Account) may be used to pay for business, legal and accounting due diligence on prospective acquisitions and continuing general and administrative expenses. In addition, (1) interest income on the funds held in the Trust Account can be released to the Company to pay its income and other tax obligations and (2) interest income on the funds held in the Trust Account can be released to the Company to pay for its working capital requirements in connection with searching for a Business Combination. | |
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 generally applied toward consummating a Business Combination. Furthermore, there is no assurance that the Company will be able to affect a Business Combination successfully. | |
The Company’s shares are listed on the NASDAQ Capital Markets (“NASDAQ”). Pursuant to the NASDAQ listing rules, the target business or businesses that the Company acquires must collectively have a fair market value equal to at least 80% of the balance of the funds in the Trust Account, net of deferred commissions and tax obligations, at the time of the execution of a definitive agreement for its initial Business Combination, although the Company may acquire a target business whose fair market value significantly exceeds 80% of the Trust Account balance. | |
The Company will either seek stockholder approval of any Business Combination at a meeting called for such purpose at which stockholders may seek to convert their shares of common stock into their pro rata share of the aggregate amount then on deposit in the Trust Account (net of taxes payable), or provide stockholders with the opportunity to sell their shares of common stock to the Company by means of a tender offer for an amount equal to their pro rata share of the aggregate amount then on deposit in the Trust Account (net of taxes payable). The Company will proceed with a Business Combination only if it has net tangible assets of at least $5,000,001 upon consummation of the Business Combination and, solely if stockholder approval is sought, a majority of the outstanding shares of common stock of the Company voted are voted in favor of the Business Combination. The Company intends to consistently maintain its net tangible assets at the threshold level of $5,000,001. Notwithstanding the foregoing, a Public Stockholder (defined as a holder of Public Shares, including the Company’s Sponsors to the extent the Sponsors purchase Public Shares, provided that their status as “public stockholders” shall only exist with respect to such Public Shares), together with any affiliate of his or any other person with whom he is acting in concert or as a “group” (as defined in Section 13(d) (3) of the Securities Exchange Act of 1934, as amended) will be restricted from seeking conversion rights with respect to 20% or more of the Public Shares without the Company’s prior written consent. In order to determine whether a stockholder is acting in concert or as a group with another stockholder, each Public Stockholder seeking to exercise conversion rights will be required to certify whether such stockholder is acting in concert or as a group with any other stockholder. These certifications, together with any other information relating to stock ownership available at that time, will be the sole basis on which the above-referenced determination is made. If it is determined that a stockholder is acting in concert or as a group with any other stockholder, the stockholder will be notified of the determination and will be offered an opportunity to dispute the finding. The final determination as to whether a stockholder is acting in concert or as a group with any other stockholder will ultimately be made in good faith by the Company’s board of directors. In connection with any stockholder vote required to approve any Business Combination, the Sponsors have agreed (1) to vote any of their respective Founders’ Shares (See Note 6), Sponsors’ Shares and any Public Shares they may have acquired in the Offering or the aftermarket in favor of the initial Business Combination and (2) not to convert any of their respective Founders’ Shares and Sponsors’ Shares in connection with any vote on a Business Combination. The Sponsors have also agreed not to sell any of their respective Founders’ Shares and Sponsors’ Shares to the Company pursuant to any tender offer described above. | |
The Company’s Amended and Restated Certificate of Incorporation provides that the Company will continue in existence only until May 1, 2014. If the Company has not completed a Business Combination by such date, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of the outstanding shares held by the Public Stockholders, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including any interest but net of franchise taxes and income taxes payable with respect to interest earned on the Trust Account, divided by the number of then outstanding Public Shares (defined as shares of the Company’s common stock sold in Offering (whether they are purchased in the Offering or thereafter in the open market), which redemption will completely extinguish Public Stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and its board of directors dissolve and liquidate, subject (in the case of (ii) and (iii) above) to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. In such event, the Public Stockholders will be entitled to receive a full pro rata interest in the Trust Account ($10.50 per Public Share as of September 30, 2013, plus any pro rata interest earned on the Trust Fund, net of taxes, not previously released to the Company). | |
Liquidity | |
As of September 30, 2013, the Company had $549,691 in cash and cash equivalents. Investment securities in the Trust Account as of September 30, 2013 consisted of $78,755,982 in United States treasury bills with a maturity of 180 days or less, and $235 in cash equivalents. Except as set forth below, funds held in the Trust Account will be not be released to the Company until the earlier of (i) the completion of its initial Business Combination, or (ii) the redemption of 100% of its outstanding public shares in the event it has not completed a Business Combination in the required time period. Interest earned on the funds held in the Trust Account may be released to the Company to pay its income or other tax obligations, and any remaining interest earned on the funds in the Trust Account may be used for the Company’s working capital requirements. | |
The Company expects that the funds not held in the Trust Account, plus the interest earned on the Trust Account balance (net of income and other tax obligations) that may be released to the Company to fund its working capital requirements (which is anticipated to be approximately $87,000) will be sufficient to allow the Company to operate for at least the next 7 months, assuming that a Business Combination is not consummated during that time. The Company anticipates that it will incur approximately $604,000 in costs to search for a Business Combination candidate and operate its business during that time. | |
If the actual amount of the costs of undertaking in-depth due diligence and negotiating its initial Business Combination is more than the Company’s estimates to do so, or if the amount available from interest earned on the Trust Account is less than expected, the Company may have insufficient funds in order to operate its business prior to an initial Business Combination. Moreover, the Company may need to obtain additional financing either to consummate an initial Business Combination or because the Company becomes obligated to redeem a significant number of its public shares upon consummation of its initial Business Combination, in which case the Company may issue additional securities or incur debt in connection with such Business Combination. There can be no assurance that the Company can issue additional securities or incur debt on commercially acceptable terms or at all. |
Basis_of_Presentation
Basis of Presentation | 9 Months Ended |
Sep. 30, 2013 | |
Basis of Presentation [Text Block] | ' |
Note 2 — Basis of Presentation | |
The accompanying unaudited financial statements have been prepared in accordance with United States generally accepted accounting principles (“U.S. GAAP”) for interim financial information and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP. In the opinion of management, all adjustments (consisting of normal accruals) considered for a fair presentation have been included. Operating results for the three and nine months ended September 30, 2013 are not necessarily indicative of the results that may be expected for the year ended December 31, 2013. For further information refer to the financial statements and footnotes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2012, filed with Securities and Exchange Commission on March 29, 2013. | |
The Company is considered to be a development stage company, and, as such, the Company’s financial statements are prepared in accordance with the Accounting Standards Codification (“ASC”) 915 “Development Stage Entities”. The Company is subject to all of the risks associated with development stage companies. |
Significant_Accounting_Policie
Significant Accounting Policies | 9 Months Ended | ||||||||||
Sep. 30, 2013 | |||||||||||
Significant Accounting Policies [Text Block] | ' | ||||||||||
Note 3 — Significant Accounting Policies | |||||||||||
Cash and Cash Equivalents | |||||||||||
Cash: The Company maintains its cash with high credit quality financial institutions. At times, the Company’s cash and cash equivalents may be uninsured or in deposit accounts that exceed the Federal Deposit Insurance Corporation (“FDIC”) insurance limit. As of September 30, 2013, substantially all of the Company’s funds were held at one financial institution. | |||||||||||
Cash Equivalents: The Company considers all short-term investments with a maturity of three months or less when purchased to be cash equivalents. | |||||||||||
Restricted Investments and Cash Equivalents Held in Trust Account | |||||||||||
The amounts held in the Trust Account represent substantially all of the proceeds of the Offering and are classified as restricted assets since such amounts can only be used by the Company in connection with the consummation of a Business Combination. | |||||||||||
As of September 30, 2013, investment securities held in the Trust Account consisted of $78,755,982 in United States Treasury Bills, which mature on August 8, 2013 and $235 of cash equivalents. The Company classifies its United States Treasury securities as held-to-maturity in accordance with ASC 320 “Investments – Debt and Equity Securities”. Held-to-maturity securities are those securities which the Company has the ability and intent to hold until maturity. Held-to-maturity treasury securities are recorded at amortized cost on the accompanying balance sheet and are adjusted for the accretion of discounts. | |||||||||||
A decline in the market value of held-to-maturity securities below cost that is deemed to be other than temporary, results in an impairment that reduces the carrying costs to such securities’ fair value. The impairment is charged to earnings and a new cost basis for the security is established. To determine whether an impairment is other than temporary, the Company considers whether it has the ability and intent to hold the investment until a market price recovery and considers whether evidence indicating the cost of the investment is recoverable outweighs evidence to the contrary. | |||||||||||
Premiums and discounts are amortized or accreted over the life of the related held-to-maturity security as an adjustment to yield using the effective-interest method. Such amortization and accretion is included in the “interest income” line item in the statements of operations. Interest income is recognized when earned. | |||||||||||
The carrying amount, gross unrealized holding gains and fair value of held-to-maturity securities at September 30, 2013 are as follows: | |||||||||||
Gross | |||||||||||
Unrealized | |||||||||||
Carrying | Holding | ||||||||||
Amount | Gains | Fair Value | |||||||||
Held-to-maturity: | |||||||||||
U.S. Treasury Bills | $ | 78,755,982 | $ | 8,443 | $ | 78,764,425 | |||||
Loss Per Share | |||||||||||
Loss per share is computed by dividing net loss by the weighted-average number of common shares outstanding during the period. Common shares subject to possible redemption of 6,961,688 and 7,101,632 shares at September 30, 2013 and 2012, respectively have been excluded from the calculation of basic loss per share since such shares, if redeemed, only participate in their pro rata share of the trust earnings. Weighted average shares for the three and nine months ended September 30, 2012 were reduced for the effect of an aggregate 281,250 shares of common stock that were forfeited on September 15, 2012, the date upon which the underwriters’ over-allotment option expired (See Note 6). | |||||||||||
Shares Subject to Possible Conversion or Tender | |||||||||||
The Company accounts for its shares subject to possible redemption or tender in accordance with the guidance enumerated in ASC 480 “Distinguishing Liabilities from Equity”. Shares subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Conditionally redeemable common shares (including shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, shares are classified as shareholders’ equity. The Company’s shares feature certain redemption rights that are considered by the Company to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly at September 30, 2013 and December 31, 2012, the shares subject to possible redemption are presented as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheet. | |||||||||||
Income Taxes | |||||||||||
The Company accounts for income taxes under 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 is required to file income tax returns in the United States (federal) and in various state and local 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. Since the Company was incorporated on February 24, 2011, the evaluation was performed for the tax years ended December 31, 2012 and 2011, which are the only periods subject to examination. 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 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 February 24, 2011 (inception) through September 30, 2013. Management is currently unaware of any issues under review that could result in significant payments, accruals or material deviations from its position. | |||||||||||
Use of Estimates | |||||||||||
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. | |||||||||||
Subsequent Events | |||||||||||
The Company evaluates events that have occurred after the balance sheet date of September 30, 2013 through the date which the financial statements were available to be publicly issued. Based upon the review, the Company did not identify any recognized or non-recognized subsequent events that would have required adjustment or disclosure in the financial statements. | |||||||||||
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. |
Initial_Public_Offering_and_Pr
Initial Public Offering and Private Placement | 9 Months Ended |
Sep. 30, 2013 | |
Initial Public Offering and Private Placement [Text Block] | ' |
Note 4 —Initial Public Offering and Private Placement | |
On August 7, 2012, the Company sold 7,500,000 shares of common stock at an offering price of $10.00 per share generating gross proceeds of $75,000,000 in the Offering. | |
Simultaneously with the consummation of the Offering, the Company consummated the Private Placement with the sale of 693,750 Sponsors’ Shares to the Sponsors at a price of $10.00 per share, generating total proceeds of $6,937,500. The Sponsors’ Shares are identical to the shares of common stock sold in the Offering. However, the purchasers have agreed not to transfer, assign or sell any of the Sponsors’ Shares (except to certain permitted transferees) until 30 days after the completion of the Company’s initial Business Combination. | |
The Sponsors are entitled to registration rights with respect to their Founders’ Shares and the Sponsors’ Shares, as well as any shares issued in payment of working capital loans made by the Sponsors or their affiliates to the Company, pursuant to a registration rights agreement. The holders of the Founders’ Shares are entitled to demand that the Company register these securities at any time commencing three months prior to the date on which the securities are to be released from escrow. The holders of the Sponsors’ Shares or shares issued in payment of working capital loans are entitled to demand that the Company register these securities at any time after the Company consummates a Business Combination. In addition, the Sponsors have certain “piggyback” registration rights on registration statements filed after the Company’s consummation of a Business Combination. | |
The Company entered into an agreement with the underwriters of the Offering (the “Underwriting Agreement”). Pursuant to the Underwriting Agreement, the Company paid 2.25% of the gross proceeds of the Offering, or $1,687,500, as underwriting discounts and commissions upon closing of the Offering. | |
The Company will also pay the underwriters in the Offering a deferred underwriting discount (“Deferred Commission”) of 2.75% of the gross proceeds of the Offering which is held in the Trust Account. The amount of any aggregate Deferred Commissions paid to the underwriters will be reduced by the amount of any Deferred Commission earned on shares of common stock which have been converted or tendered in connection with the completion of an initial Business Combination. |
Commitments
Commitments | 9 Months Ended |
Sep. 30, 2013 | |
Commitments [Text Block] | ' |
Note 5 —Commitments | |
The Company presently occupies office space provided by an affiliate of the Company’s Chief Executive Officer. Such affiliate has agreed that, until the Company consummates a Business Combination or is required to be liquidated, it will make such office space, as well as certain office and secretarial services, available to the Company, as may be required by the Company from time to time. The Company has agreed to pay such affiliate an aggregate of $10,000 per month for such services commencing on August 1, 2012. During the three months ended September 30, 2013 and 2012 the Company paid $30,000 and $20,000, during the nine months ended September 30, 2013 and 2012 the Company paid $90,000 and $20,000, and for the period from February 24, 2011 (inception) through September 30, 2013, the Company paid $140,000, respectively, to the aforementioned affiliate, which is reflected in the Statement of Operations as Office expense - related party. | |
On June 1, 2013, the Company engaged a consultant to assist the Company with its evaluation of potential Business Combination candidates. This consultant will be paid $5,000 per month. Upon the Company consummating a Business Combination, the Company would be required to pay the consultant an additional $10,000 per month, for each month of service provided. |
Stockholders_Equity
Stockholders Equity | 9 Months Ended |
Sep. 30, 2013 | |
Stockholders Equity [Text Block] | ' |
Note 6 —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 September 30, 2013 and December 31, 2012, there are no shares of preferred stock issued or outstanding. | |
Common Stock | |
The Company is authorized to issue 50,000,000 shares of common stock with a par value of $0.0001 per share. In connection with the organization of the Company, on April 28, 2011, a total of 2,524,391 shares of the Company’s common stock were sold to the Sponsors at a price of approximately $0.01 per share for an aggregate of $25,000 (“Founders’ Shares”). Effective July 1, 2011, the Company’s Board of Directors authorized a stock dividend of approximately 0.139 shares for each outstanding share of common stock. On October 26, 2011, the Sponsors contributed an aggregate of 718,750 shares of the Company’s common stock to the Company’s capital at no cost to the Company. Share amounts have been retroactively restated to reflect the effect of the stock dividend and the Sponsors’ contribution to capital. The holders of the majority of the Founders’ Shares are entitled to demand that the Company register these shares at any time commencing three months prior to the first anniversary of the consummation of a Business Combination. | |
On September 15, 2012, an aggregate of 281,250 Founders’ Shares were forfeited upon the underwriters’ election not to exercise their over-allotment option, resulting in the Sponsors owning an aggregate of 1,875,000 Founders shares. | |
As of September 30, 2013, 10,068,750 shares of the Company’s common stock were issued and outstanding, including 6,961,688 shares of common stock subject to possible conversion or tender. | |
The Founders’ Shares were placed into an escrow account maintained by Continental Stock Transfer & Trust Company, acting as escrow agent. Subject to certain limited expectations, these shares will not be transferable during the escrow period. Such shares will be released from escrow on the first anniversary of the closing date of the initial Business Combination, or earlier upon the occurrence of certain events. |
Summary_of_Significant_Account
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2013 | |
Cash and Cash Equivalents [Policy Text Block] | ' |
Cash and Cash Equivalents | |
Cash: The Company maintains its cash with high credit quality financial institutions. At times, the Company’s cash and cash equivalents may be uninsured or in deposit accounts that exceed the Federal Deposit Insurance Corporation (“FDIC”) insurance limit. As of September 30, 2013, substantially all of the Company’s funds were held at one financial institution. | |
Cash Equivalents: The Company considers all short-term investments with a maturity of three months or less when purchased to be cash equivalents. | |
Restricted Investments and Cash Equivalents Held in Trust Account [Policy Text Block] | ' |
Restricted Investments and Cash Equivalents Held in Trust Account | |
The amounts held in the Trust Account represent substantially all of the proceeds of the Offering and are classified as restricted assets since such amounts can only be used by the Company in connection with the consummation of a Business Combination. | |
As of September 30, 2013, investment securities held in the Trust Account consisted of $78,755,982 in United States Treasury Bills, which mature on August 8, 2013 and $235 of cash equivalents. The Company classifies its United States Treasury securities as held-to-maturity in accordance with ASC 320 “Investments – Debt and Equity Securities”. Held-to-maturity securities are those securities which the Company has the ability and intent to hold until maturity. Held-to-maturity treasury securities are recorded at amortized cost on the accompanying balance sheet and are adjusted for the accretion of discounts. | |
Loss Per Share [Policy Text Block] | ' |
Loss Per Share | |
Loss per share is computed by dividing net loss by the weighted-average number of common shares outstanding during the period. Common shares subject to possible redemption of 6,961,688 and 7,101,632 shares at September 30, 2013 and 2012, respectively have been excluded from the calculation of basic loss per share since such shares, if redeemed, only participate in their pro rata share of the trust earnings. Weighted average shares for the three and nine months ended September 30, 2012 were reduced for the effect of an aggregate 281,250 shares of common stock that were forfeited on September 15, 2012, the date upon which the underwriters’ over-allotment option expired (See Note 6). | |
Shares Subject to Possible Conversion or Tender [Policy Text Block] | ' |
Shares Subject to Possible Conversion or Tender | |
The Company accounts for its shares subject to possible redemption or tender in accordance with the guidance enumerated in ASC 480 “Distinguishing Liabilities from Equity”. Shares subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Conditionally redeemable common shares (including shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, shares are classified as shareholders’ equity. The Company’s shares feature certain redemption rights that are considered by the Company to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly at September 30, 2013 and December 31, 2012, the shares subject to possible redemption are presented as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheet. | |
Income Taxes [Policy Text Block] | ' |
Income Taxes | |
The Company accounts for income taxes under 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. | |
Use of Estimates [Policy Text Block] | ' |
Use of Estimates | |
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. | |
Subsequent Events [Policy Text Block] | ' |
Subsequent Events | |
The Company evaluates events that have occurred after the balance sheet date of September 30, 2013 through the date which the financial statements were available to be publicly issued. Based upon the review, the Company did not identify any recognized or non-recognized subsequent events that would have required adjustment or disclosure in the financial statements. | |
Recent Accounting Pronouncements [Policy Text Block] | ' |
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. |
Significant_Accounting_Policie1
Significant Accounting Policies (Tables) | 9 Months Ended | ||||||||||
Sep. 30, 2013 | |||||||||||
Held-to-maturity Securities [Table Text Block] | ' | ||||||||||
Gross | |||||||||||
Unrealized | |||||||||||
Carrying | Holding | ||||||||||
Amount | Gains | Fair Value | |||||||||
Held-to-maturity: | |||||||||||
U.S. Treasury Bills | $ | 78,755,982 | $ | 8,443 | $ | 78,764,425 |
Organization_Plan_of_Business_1
Organization, Plan of Business Operations and Liquidity (Narrative) (Details) (USD $) | 0 Months Ended | 9 Months Ended | ||||
Aug. 07, 2012 | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 30, 2012 | Dec. 31, 2011 | Feb. 23, 2011 | |
Proceeds of the Private Placement held in a trust account | $78,750,000 | ' | ' | ' | ' | ' |
Anticipated public stockholders pro rata interest (amount per share) in the trust account | $10.50 | $10.50 | ' | ' | ' | ' |
Fair market value of target business to be acquired, minimum percentage of trust account balance | ' | 80.00% | ' | ' | ' | ' |
Minimum acceptable net tangible asset value of the Company at the date of the business combination | ' | 5,000,001 | ' | ' | ' | ' |
Restricted amount of public shares available to stockholder acting in concert or as a group for conversion | ' | 20.00% | ' | ' | ' | ' |
Oustanding shares to be redeemed upon incompletion of business acquisition | ' | 100.00% | ' | ' | ' | ' |
Cash and cash equivalents | ' | 549,691 | 743,748 | 939,160 | 2,257 | 0 |
Restricted Cash and Cash Equivalents | ' | 235 | ' | ' | ' | ' |
Approximated Working Capital Requirements | ' | 87,000 | ' | ' | ' | ' |
Anticipated Operating Period, Assuming No Business Combination | ' | '7 months | ' | ' | ' | ' |
Anticipated Business Combination, Related Costs | ' | 604,000 | ' | ' | ' | ' |
US Treasury Bills [Member] | ' | ' | ' | ' | ' | ' |
Government treasury bill maturity period | '180 days | ' | ' | ' | ' | ' |
Held-to-maturity Securities, Carrying Amount | ' | 78,755,982 | ' | ' | ' | ' |
IPO [Member] | ' | ' | ' | ' | ' | ' |
Net proceeds from issuance of initial public offering net of underwriting discounts and commissions | 73,312,500 | ' | ' | ' | ' | ' |
Stock issued during period, value | 75,000,000 | ' | ' | ' | ' | ' |
Underwriters discounts and commissions paid on Initial Public Offiering | 1,687,500 | ' | ' | ' | ' | ' |
Other costs and expenses related to the Offering | 544,262 | ' | ' | ' | ' | ' |
Private Placement [Member] | ' | ' | ' | ' | ' | ' |
Stock issued during period, value | $6,937,500 | ' | ' | ' | ' | ' |
Significant_Accounting_Policie2
Significant Accounting Policies (Narrative) (Details) (USD $) | 9 Months Ended | |
Sep. 30, 2013 | Sep. 30, 2012 | |
Restricted Cash and Cash Equivalents | $235 | ' |
Excluded common shares subject to possible redemption for basic loss per share calculation | 6,961,688 | 7,101,632 |
Sponsor shares subject to forfeiture if over-allotment option is not exercised by underwriters | 281,250 | ' |
US Treasury Bills [Member] | ' | ' |
Held-to-maturity Securities, Carrying Amount | $78,755,982 | ' |
Initial_Public_Offering_and_Pr1
Initial Public Offering and Private Placement (Narrative) (Details) (USD $) | 0 Months Ended |
Aug. 07, 2012 | |
IPO [Member] | ' |
Stock issued during period, shares | 7,500,000 |
Price per share amount | $10 |
Stock issued during period, value | $75,000,000 |
Portion of the gross proceeds paid to the underwriters pursuant to the Underwriting Agreement | 2.25% |
Underwriters discounts and commissions paid on Initial Public Offiering | 1,687,500 |
Deferred underwriting discount | 2.75% |
Private Placement [Member] | ' |
Stock issued during period, shares | 693,750 |
Price per share amount | $10 |
Stock issued during period, value | $6,937,500 |
Days required after business combination, which shareholders may not transfer, assign or sell shares | '30 days |
Commitments_Narrative_Details
Commitments (Narrative) (Details) (USD $) | 3 Months Ended | 9 Months Ended | 14 Months Ended | 31 Months Ended | 1 Months Ended | |||
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Jun. 30, 2013 | |
Monthly Consultant Fee [Member] | Additional Monthly Consultant Consummation Fee [Member] | |||||||
Company's monthly rental expense provided by an affiliate of the Company's Chief Executive Officer, minimum rentals | ' | ' | ' | ' | $10,000 | ' | ' | ' |
Office expense - related party | 30,000 | 20,000 | 90,000 | 20,000 | ' | 140,000 | ' | ' |
Business Combination, Related Costs | ' | ' | ' | ' | ' | ' | $5,000 | $10,000 |
Stockholders_Equity_Narrative_
Stockholders Equity (Narrative) (Details) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 | Sep. 15, 2012 | Sep. 30, 2013 | Aug. 07, 2012 | Aug. 07, 2012 | Apr. 30, 2011 | Sep. 15, 2012 | Oct. 26, 2011 |
Includes shares subject to possible conversion or tender [Member] | IPO [Member] | Private Placement [Member] | Founders Shares [Member] | Founders Shares [Member] | Founders Shares [Member] | ||||
Preferred stock, shares authorized | 1,000,000 | 1,000,000 | ' | ' | ' | ' | ' | ' | ' |
Preferred stock, par value per share | $0.00 | $0.00 | ' | ' | ' | ' | ' | ' | ' |
Common stock, shares authorized | 50,000,000 | 50,000,000 | ' | ' | ' | ' | ' | ' | ' |
Common stock, par value per share | $0.00 | $0.00 | ' | ' | ' | ' | ' | ' | ' |
Stock issued during period, shares | ' | ' | ' | ' | 7,500,000 | 693,750 | 2,524,391 | ' | ' |
Stock issued during period, value | ' | ' | ' | ' | $75,000,000 | $6,937,500 | $25,000 | ' | ' |
Price per share amount | ' | ' | ' | ' | $10 | $10 | $0.01 | ' | ' |
Stock dividend authorized for each outstanding share of common stock | 0.139 | ' | ' | ' | ' | ' | ' | ' | ' |
Common stock contributed by Sponsors to the Company's capital at no cost | ' | ' | ' | ' | ' | ' | ' | ' | 718,750 |
Common stock, aggregate shares owned by Sponsors | ' | ' | ' | ' | ' | ' | ' | 1,875,000 | ' |
Founder shares forfeited upon underwriters election not to exercise their over-allotment option | ' | ' | 281,250 | ' | ' | ' | ' | ' | ' |
Common stock, shares, issued and outstanding | 3,107,062 | 2,980,386 | ' | 10,068,750 | ' | ' | ' | ' | ' |
Common Stock, Subject to Possible Conversion or Tender | 6,961,688 | 7,088,364 | ' | ' | ' | ' | ' | ' | ' |
Heldtomaturity_Securities_Deta
Held-to-maturity Securities (Details) (US Treasury Bills [Member], USD $) | 9 Months Ended |
Sep. 30, 2013 | |
US Treasury Bills [Member] | ' |
Held-to-maturity Securities, Carrying Amount | $78,755,982 |
Held-to-maturity Securities, Unrecognized Holding Gain | 8,443 |
Held-to-maturity Securities, Fair Value | $78,764,425 |