Document_and_Entity_Informatio
Document and Entity Information (USD $) | 12 Months Ended | ||
Dec. 31, 2013 | Feb. 21, 2014 | Jun. 30, 2013 | |
Document Type | '10-K | ' | ' |
Amendment Flag | 'false | ' | ' |
Document Period End Date | 31-Dec-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 | 'Accelerated Filer | ' | ' |
Entity Common Stock, Shares Outstanding | ' | 10,068,750 | ' |
Entity Current Reporting Status | 'Yes | ' | ' |
Entity Voluntary Filers | 'No | ' | ' |
Entity Well Known Seasoned Issuer | 'No | ' | ' |
Entity Public Float | ' | ' | $91,912,680 |
Document Fiscal Year Focus | '2013 | ' | ' |
Document Fiscal Period Focus | 'FY | ' | ' |
BALANCE_SHEETS
BALANCE SHEETS (USD $) | Dec. 31, 2013 | Dec. 31, 2012 | ||
Current Assets | ' | ' | ||
Cash and cash equivalents | $387,115 | $743,748 | ||
Prepaid expenses and other current assets | 1,821 | 89,628 | ||
Total current assets | 388,936 | 833,376 | ||
Restricted investments and cash equivalents held in Trust Account | 78,750,898 | 78,787,269 | ||
Total assets | 79,139,834 | 79,620,645 | ||
Current liabilities | ' | ' | ||
Accrued liabilities | 1,379,824 | 14,978 | ||
Accrued Delaware franchise tax | 205,000 | 64,648 | ||
Total liabilities | 1,584,824 | 79,626 | ||
Commitments and contingencies | ' | ' | ||
Common Stock, subject to possible conversion or tender, 6,894,133 and 7,088,364 shares at conversion value at December 31, 2013 and 2012, respectively | 72,388,397 | [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; 3,174,617 shares issued and outstanding (excluding 6,894,133 shares subject to possible conversion or tender), as adjusted at December 31, 2013, and 2,980,386 shares issued and outstanding (excluding 7,088,364 shares subject to possible conversion or tender) at December 31, 2012. | 317 | 298 | ||
Additional paid-in capital | 7,342,024 | 5,302,618 | ||
Deficit accumulated during the development stage | -2,175,728 | -189,719 | ||
Total stockholders' equity | 5,166,613 | 5,113,197 | ||
Total liabilities, redeemable common stock and stockholders' equity | $79,139,834 | $79,620,645 | ||
[1] | As a result of changes in the Company's net tangible assets, a total of 6,894,133 and 7,088,364 shares of common stock were subject to conversion or tender at December 31, 2013 and 2012, respectively |
BALANCE_SHEETS_Parenthetical
BALANCE SHEETS (Parenthetical) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Common Stock, Subject to Possible Conversion or Tender | 6,894,133 | 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 | 0 | 0 |
Preferred Stock, Shares Outstanding | 0 | 0 |
Common Stock, Par Value Per Share | $0.00 | $0.00 |
Common Stock, Shares Authorized | 50,000,000 | 50,000,000 |
Common Stock, Shares, Issued | 3,174,617 | 2,980,386 |
Common Stock, Shares, Outstanding | 3,174,617 | 2,980,386 |
STATEMENTS_OF_OPERATIONS
STATEMENTS OF OPERATIONS (USD $) | 10 Months Ended | 12 Months Ended | 34 Months Ended | ||||
Dec. 31, 2011 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | ||||
Formation and operating costs | ' | ' | ' | ' | |||
Legal and professional fees | $0 | $1,698,632 | $77,350 | $1,775,982 | |||
Office expense - related party | 0 | 120,000 | 50,000 | 170,000 | |||
General and administrative expenses | 8,222 | 235,730 | 92,122 | 336,074 | |||
Loss from operations | -8,222 | -2,054,362 | -219,472 | -2,282,056 | |||
Interest income | 0 | 68,353 | 37,975 | 106,328 | |||
Net loss | ($8,222) | ($1,986,009) | ($181,497) | ($2,175,728) | |||
Weighted average shares outstanding, basic and diluted | 1,875,000 | [1],[2],[3] | 3,031,815 | [1],[2],[3] | 2,312,377 | [1],[2],[3] | ' |
Basic and diluted net loss per common share | $0 | ($0.66) | ($0.08) | ' | |||
[1] | For the years ended December 31, 2013 and 2012, shares excluded 6,894,133 and 7,088,364 shares, respectively, subject to possible conversion or tender. | ||||||
[2] | For the year ended December 31, 2012 and for the period February 24, 2011 (inception) through December 31, 2011, shares excluded an aggregate of 281,250 shares that were subject to forfeiture. These shares were forfeited on September 22, 2012 (See Note 7) | ||||||
[3] | Share amounts for the period February 24, 2011 (inception) through December 31, 2011 have been retroactively restated to reflect the effect of (i) a dividend of approximately .0139 shares for each outstanding share of common stock on July 1, 2011 and (ii) contribution to the Company of 718,750 shares of common stock by the Sponsors on October 26, 2011. |
STATEMENT_OF_CHANGES_IN_STOCKH
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 for the period | ' | ' | -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 for the period | ' | ' | -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 | 19 | 2,039,406 | ' | 2,039,425 | |
Change in net proceeds subject to possible redemption (Shares) | [2] | 194,231 | ' | ' | ' |
Net Loss for the period | ' | ' | -1,986,009 | -1,986,009 | |
Ending Balance at Dec. 31, 2013 | $317 | $7,342,024 | ($2,175,728) | $5,166,613 | |
Ending Balance (Shares) at Dec. 31, 2013 | 3,174,617 | ' | ' | ' | |
[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 6,894,132 shares of common stock were subject to conversion or tender at December 31, 2013. |
STATEMENTS_OF_CASH_FLOWS
STATEMENTS OF CASH FLOWS (USD $) | 10 Months Ended | 12 Months Ended | 34 Months Ended | |
Dec. 31, 2011 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | |
Cash flows from operating activities: | ' | ' | ' | ' |
Net Loss | ($8,222) | ($1,986,009) | ($181,497) | ($2,175,728) |
Accretion of discount on investments held in trust | 0 | -66,939 | -37,269 | -104,208 |
Changes in operating assets and liabilities: | ' | ' | ' | ' |
Prepaid expenses and other current assets | 0 | 87,807 | -89,628 | -1,821 |
Accrued liabilities | 3,500 | 1,505,198 | -10,374 | 1,584,824 |
Net cash used in operating activities | -4,722 | -459,943 | -318,768 | -696,933 |
Cash flows from investing activities: | ' | ' | ' | ' |
Purchases of restricted investments and cash equivalents held in Trust Account | 0 | -236,248,690 | -78,750,000 | -314,998,690 |
Proceeds from maturity of restricted investments and cash equivalents held in Trust Account | 0 | 236,352,000 | 0 | 236,352,000 |
Net cash provided by (used in) investing activities | 0 | 103,310 | -78,750,000 | -78,646,690 |
Cash flows from financing activities: | ' | ' | ' | ' |
Proceeds from (repayments of) notes payable to stockholders | 100,000 | 0 | -100,000 | 0 |
Proceeds from the issuance of Founders' Shares | 25,000 | 0 | 0 | 25,000 |
Proceeds from public offering, net of offering costs | 0 | 0 | 73,121,850 | 73,121,850 |
Proceeds from the issuance of Sponsors' Shares | 0 | 0 | 6,937,500 | 6,937,500 |
Payment of offering costs | -118,021 | 0 | -149,091 | -353,612 |
Net cash provided by financing activities | 6,979 | 0 | 79,810,259 | 79,730,738 |
Net (decrease) increase in cash and cash equivalents | 2,257 | -356,633 | 741,491 | 387,115 |
Cash and cash equivalents - beginning | 0 | 743,748 | 2,257 | 0 |
Cash and cash equivalents - ending | 2,257 | 387,115 | 743,748 | 387,115 |
Increase in accrued expenses for deferred offering costs | $86,500 | $0 | $0 | $0 |
Organization_and_Plan_of_Busin
Organization, and Plan of Business Operations and Liquidity | 12 Months Ended |
Dec. 31, 2013 | |
Organization, and Plan of Business Operations and Liquidity [Text Block] | ' |
Note 1 — Organization, and Plan of Business Operations and Liquidity | |
Hyde Park Acquisition Corp. II (“Hyde Park” or 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 December 31, 2013 the Company had not commenced any operations. All activity through December 31, 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. | |
On November 27, 2013, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Santa Maria Energy Corporation (“Santa Maria Energy Corporation”), HPAC Merger Sub, Inc. (“HPAC Merger Sub”), SME Merger Sub, LLC (“SME Merger Sub”) and Santa Maria Energy Holdings, LLC (“Santa Maria Energy”) (together, the “SME Merger”). See Note 8 – Agreements and Plan of Merger for a discussion of the merger agreement entered into on November 27, 2013. | |
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 (See Note 9 – Subsequent Event). | |
Pursuant to the Company’s amended and restated certificate of incorporation, the Company may 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). Pursuant to the terms of the SME Merger, the Company has determined to seek stockholder approval through a meeting of stockholders called for such purpose, 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). 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 7), Sponsors’ Shares and any Public Shares they may have acquired in the Offering or the aftermarket in favor of the initial Business Combination, (2) not to convert any of their respective Founders’ Shares and Sponsors’ Shares in connection with any vote on a Business Combination, and (3) 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 December 31, 2012 plus any pro rata interest earned on the Trust Fund, net of taxes, not previously released to the Company). | |
Liquidity | |
As of December 31, 2013, the Company had $387,115 in cash and cash equivalents. Investment securities in the Trust Account as of December 31, 2013 consisted of $78,749,953 in United States treasury bills with a maturity of 180 days or less, and $945 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 $51,000) will be sufficient to allow the Company to operate until May 1, 2014, assuming that a Business Combination is not consummated during that time. The Company anticipates that it will incur approximately $475,000, of which approximately $250,000 are expected to be paid in cash on or before May 1, 2014, 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 | 12 Months Ended |
Dec. 31, 2013 | |
Basis of Presentation [Text Block] | ' |
Note 2 — Basis of Presentation | |
The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) and pursuant to the accounting and disclosure rules of the Securities and Exchange Commission (“SEC”). The Company has evaluated subsequent events through the issuance of this Form 10-K. | |
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 | 12 Months Ended | ||||||
Dec. 31, 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 December 31, 2013, substantially all of the Company’s cash 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 December 31, 2013, investment securities held in the Trust Account consisted of $78,749,953 in United States Treasury Bills, which matures on March 27, 2014 and $945 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 (losses) and fair value of held-to-maturity securities at December 31, 2013 and 2012, respectively are as follows: | |||||||
Gross | |||||||
Unrealized | |||||||
Carrying | Holding | ||||||
Amount | (Losses) Gains | Fair Value | |||||
Held-to-maturity: | |||||||
U.S. Treasury Bills: | |||||||
December 31, 2013 | $78,749,953 | ($768) | $78,749,186 | ||||
December 31, 2012 | $78,786,810 | $7,826 | $78,794,636 | ||||
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 6,894,133, 7,088,364 and 0 shares at December 31, 2013, 2012 and 2011, 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 year ended December 31, 2012 and for the period February 24, 2011 (inception) through December 31, 2011, 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 7). | |||||||
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 December 31, 2013 and 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, 2013, 2012 and 2011, respectively, 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 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. | |||||||
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 December 31, 2013, through the date which the financial statements were available to be publicly issued. Based upon the review, other than described in Note 9 – Subsequent Event, 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 | 12 Months Ended |
Dec. 31, 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. | |
On the date of the Offering, the Company granted the underwriters a 45 day option to purchase up to 1,125,000 shares to cover over-allotments if any, which expired unexercised on September 22, 2012. |
Commitments
Commitments | 12 Months Ended |
Dec. 31, 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 years ended December 31, 2013 and 2012, for the period from February 24, 2011 (inception) through December 31, 2011, and for the period from February 24, 2011 (inception) through December 31, 2013, the Company has paid $120,000, $50,000, $0 and $170,000, respectively to the aforementioned affiliate, which is reflected in the Statement of Operations as Office expense - related party. | |
On September 25, 2012, the Company engaged a law firm to assist the Company with its legal matters in identifying, negotiating, and consummating a Business Combination as well as assisting with other legal matters. In connection with the engagement, the Company initially paid the law firm $100,000. Fees in excess of $100,000 are accrued as a liability as incurred, but will not be paid until the earlier of (i) the consummation of a Business Combination or (ii) upon the liquidation of the Company. Upon event (i), the Company’s obligation to the law firm will be increased by 15% and we intend to pay such amount in full. Pursuant to our agreement with the law firm, upon event (ii), the law firm has agreed to accept as payment in full only the amount of cash the Company has available after payments have been made to all of the Company’s creditors. | |
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, representing a total of $70,000 as of December 31, 2013. |
Income_Taxes
Income Taxes | 12 Months Ended | ||||||||||
Dec. 31, 2013 | |||||||||||
Income Taxes [Text Block] | ' | ||||||||||
Note 6—Income Taxes | |||||||||||
The Company’s net deferred tax assets are as follows: | |||||||||||
December 31, | |||||||||||
2013 | 2012 | ||||||||||
Net operating loss carryforwards | $ | 809,072 | $ | 75,477 | |||||||
Total deferred tax assets | 809,072 | 75,477 | |||||||||
Less: Valuation allowance | (809,072 | ) | (75,477 | ) | |||||||
Net deferred tax assets | $ | - | $ | - | |||||||
The Company has a net operating loss of approximately $2,022,680 that expires between 2031 and 2033. The ultimate realization of the net operating losses is dependent upon future taxable income, if any, of the Company and may be limited in any one period by alternative minimum tax rules. Although management believes that the Company will have sufficient future taxable income to absorb the net operating loss carryovers before the expiration of the carryover period, there may be circumstances beyond the Company’s control that limit such utilization. Accordingly, management has determined that a full valuation allowance of the deferred tax asset is appropriate at December 31, 2013 and 2012, respectively. | |||||||||||
Internal Revenue Code Section 382 imposes limitations on the use of net operating loss carryovers when the stock ownership of one or more 5% shareholders (shareholders owning 5% or more of the Company’s outstanding capital stock) has increased on a cumulative basis by more than 50 percentage points within a period of two years. Management cannot control the ownership changes occurring as a result of public trading of the Company’s Common Stock. Accordingly, there is a risk of an ownership change beyond the control of the Company that could trigger a limitation of the use of the loss carryover. | |||||||||||
The Company established a valuation allowance of $809,072 and $75,477 as of December 31, 2013 and 2012, which fully offset the deferred tax assets of $809,072 and $75,477, respectively. | |||||||||||
A reconciliation of the statutory federal income tax rate to the Company’s effective tax rate at December 31, 2013, 2012 and 2011, respectively is as follows: | |||||||||||
For the Period from | |||||||||||
For the Year | 24-Feb-11 | ||||||||||
For the Year Ended | Ended December | (inception) through | |||||||||
31-Dec-13 | 31, 2012 | 31-Dec-11 | |||||||||
Tax benefit at federal statutory rate | -34.00% | -34.00% | -34.00% | ||||||||
State income tax, net of federal benefit | -6.00% | -6.00% | -6.00% | ||||||||
Permanent difference: | |||||||||||
Meals and entertainment | 0.10% | 0.20% | -% | ||||||||
Merger and acquisition costs | 3.00% | -% | -% | ||||||||
Increase in valuation allowance | 36.90% | 39.80% | 40.00% | ||||||||
Effective income tax rate | -% | -% | -% |
Stockholders_Equity
Stockholders Equity | 12 Months Ended |
Dec. 31, 2013 | |
Stockholders Equity [Text Block] | ' |
Note 7 —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 and 2012, respectively 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 December 31, 2013, 10,068,750 shares of the Company’s common stock were issued and outstanding, including 6,894,133 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. |
Agreement_and_Plan_of_Merger
Agreement and Plan of Merger | 12 Months Ended |
Dec. 31, 2013 | |
Agreement and Plan of Merger [Text Block] | ' |
Note 8 – Agreement and Plan of Merger | |
On November 27, 2013, the Company entered into the Merger Agreement with Santa Maria Energy. Santa Maria Energy is an independent energy company focused on the exploration and development of oil and natural gas in the Monterey Formation and the Diatomite reservoir within the Sisquoc formation in northern Santa Barbara County, California. | |
The Merger Agreement provides for (1) the merger of HPAC Merger Sub, a wholly-owned subsidiary of Santa Maria Energy Corporation, with and into Hyde Park, with Hyde Park surviving as a wholly-owned subsidiary of Santa Maria Energy Corporation (the “Hyde Park Merger”), (2) the merger of SME Merger Sub, a wholly-owned subsidiary of Santa Maria Energy Corporation, with and into Santa Maria Energy, with Santa Maria Energy surviving as a wholly-owned subsidiary of Santa Maria Energy Corporation (the “SME Merger” and together with the Hyde Park Merger, the “Merger”), and (3) the subsequent contribution of Santa Maria Energy to Hyde Park, resulting in Santa Maria Energy becoming a wholly owned subsidiary of Hyde Park (the “SME Contribution”). The stockholders of Hyde Park and the common unitholders of Santa Maria Energy will receive Santa Maria Energy Corporation common stock and the preferred unitholders of Santa Maria Energy will receive Santa Maria Energy Corporation preferred stock as part of the Merger. Santa Maria Energy Corporation is a holding company formed solely for purposes of effecting the Merger. | |
As a result of the Merger, the Company’s stockholders will own 10,068,750 shares of Santa Maria Energy Corporation’s common stock, or approximately 38.8% of its outstanding common stock immediately following the Merger, assuming no shares of SMEC common stock are sold in the SME Private Equity Financing. At a minimum, the Hyde Park stockholders will own approximately 19.5% of the outstanding Santa Maria Energy Corporation common stock assuming maximum conversion of Hyde Park common stock and maximum Private Equity Financing. | |
Santa Maria Energy is an independent energy company focused on the exploration and development of oil and natural gas in the Monterey Formation and the Diatomite reservoir within the Sisquoc formation in northern Santa Barbara County, California. | |
The Merger is expected to be consummated on or before May 1, 2014, subject to receipt of the required approval by the stockholders of Hyde Park and the members of Santa Maria Energy, as well as the fulfillment of certain other conditions, as described in Amendment No. 1 to the Registration Statement on Form S-4 (the “Merger Form S-4”) filed by Santa Maria Energy Corporation on January 27, 2014 under the captions “Summary – Conditions to the Consummation of the Merger” and “Merger Agreement – Conditions to Completion of the Merger” and in the Merger Agreement. |
Subsequent_Event
Subsequent Event | 12 Months Ended |
Dec. 31, 2013 | |
Subsequent Event [Text Block] | ' |
Note 9 —Subsequent Event | |
Notice of Potential Delisting from NASDAQ | |
On January 2, 2014, the Company received notice from NASDAQ that, as a result of the Company’s failure to hold an annual meeting of stockholders within the timeframe required by NASDAQ listing Rules 5620(a) and 5620(b), NASDAQ had determined to delist the Company’s securities from its NASDAQ listing. NASDAQ Rule 5620(a) requires a listed company to hold an annual meeting of stockholders no later than one year after the end of its fiscal year-end, and NASDAQ Rule 5620(b) requires a listed company to solicit proxies and provide proxy statements for all meetings of stockholders and to provide copies of such proxy solicitation to NASDAQ. | |
On January 8, 2014, NASDAQ notified the Company that the delisting notification would be supplemented as a result of NASDAQ’s determination that the Company has less than 300 public stockholders in violation of NASDAQ Rule 5550. On January 29, 2014, the Company received formal notification from Nasdaq that, based on Nasdaq’s records, the Company was not in compliance with Nasdaq Listing Rule 5550(a)(3). Nasdaq Listing Rule 5550(a)(3) requires listed companies to maintain at least 300 “public holders,” which includes beneficial holders and holders of record, but does not include any holder who is, either directly or indirectly, an executive officer, director, or the beneficial holder of more than 10% of the total shares outstanding. | |
NASDAQ’s delisting determinations will not immediately result in the delisting of the Company’s securities. Under NASDAQ rules, the suspension of trading and delisting of the Company’s securities will be stayed during the pendency of an appeal by the Company of the delisting determinations. The Company commenced such an appeal, and a NASDAQ panel heard Company’s appeal at a hearing held on February 20, 2014. Accordingly, the Company’s common stock will continue to trade on NASDAQ while such appeal is pending. There can be no assurance whether the Company will be successful in its appeal of the delisting determinations. |
Summary_of_Significant_Account
Summary of Significant Accounting Policies (Policies) | 12 Months Ended | ||||||
Dec. 31, 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 December 31, 2013, substantially all of the Company’s cash 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 December 31, 2013, investment securities held in the Trust Account consisted of $78,749,953 in United States Treasury Bills, which matures on March 27, 2014 and $945 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 (losses) and fair value of held-to-maturity securities at December 31, 2013 and 2012, respectively are as follows: | |||||||
Gross | |||||||
Unrealized | |||||||
Carrying | Holding | ||||||
Amount | (Losses) Gains | Fair Value | |||||
Held-to-maturity: | |||||||
U.S. Treasury Bills: | |||||||
December 31, 2013 | $78,749,953 | ($768) | $78,749,186 | ||||
December 31, 2012 | $78,786,810 | $7,826 | $78,794,636 | ||||
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 6,894,133, 7,088,364 and 0 shares at December 31, 2013, 2012 and 2011, 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 year ended December 31, 2012 and for the period February 24, 2011 (inception) through December 31, 2011, 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 7). | |||||||
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 December 31, 2013 and 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. | |||||||
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, 2013, 2012 and 2011, respectively, 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 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. | |||||||
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 December 31, 2013, through the date which the financial statements were available to be publicly issued. Based upon the review, other than described in Note 9 – Subsequent Event, 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) | 12 Months Ended | ||||||
Dec. 31, 2013 | |||||||
Held-to-maturity Securities [Table Text Block] | ' | ||||||
Gross | |||||||
Unrealized | |||||||
Carrying | Holding | ||||||
Amount | (Losses) Gains | Fair Value | |||||
Held-to-maturity: | |||||||
U.S. Treasury Bills: | |||||||
December 31, 2013 | $78,749,953 | ($768) | $78,749,186 | ||||
December 31, 2012 | $78,786,810 | $7,826 | $78,794,636 |
Income_Taxes_Tables
Income Taxes (Tables) | 12 Months Ended | ||||||||||
Dec. 31, 2013 | |||||||||||
Schedule of Deferred Tax Assets and Liabilities [Table Text Block] | ' | ||||||||||
December 31, | |||||||||||
2013 | 2012 | ||||||||||
Net operating loss carryforwards | $ | 809,072 | $ | 75,477 | |||||||
Total deferred tax assets | 809,072 | 75,477 | |||||||||
Less: Valuation allowance | (809,072 | ) | (75,477 | ) | |||||||
Net deferred tax assets | $ | - | $ | - | |||||||
Schedule of Effective Income Tax Rate Reconciliation [Table Text Block] | ' | ||||||||||
For the Period from | |||||||||||
For the Year | 24-Feb-11 | ||||||||||
For the Year Ended | Ended December | (inception) through | |||||||||
31-Dec-13 | 31, 2012 | 31-Dec-11 | |||||||||
Tax benefit at federal statutory rate | -34.00% | -34.00% | -34.00% | ||||||||
State income tax, net of federal benefit | -6.00% | -6.00% | -6.00% | ||||||||
Permanent difference: | |||||||||||
Meals and entertainment | 0.10% | 0.20% | -% | ||||||||
Merger and acquisition costs | 3.00% | -% | -% | ||||||||
Increase in valuation allowance | 36.90% | 39.80% | 40.00% | ||||||||
Effective income tax rate | -% | -% | -% |
Organization_and_Plan_of_Busin1
Organization, and Plan of Business Operations and Liquidity (Narrative) (Details) (USD $) | 0 Months Ended | 12 Months Ended | |||
Aug. 07, 2012 | Dec. 31, 2013 | Dec. 31, 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 | ' | 387,115 | 743,748 | 2,257 | 0 |
Restricted Cash and Cash Equivalents | ' | 945 | ' | ' | ' |
Approximated Working Capital Requirements | ' | 51,000 | ' | ' | ' |
Anticipated Business Combination, Related Costs | ' | 475,000 | ' | ' | ' |
Anticipated Business Combination, Related Costs Paid In Cash | ' | 250,000 | ' | ' | ' |
US Treasury Bills [Member] | ' | ' | ' | ' | ' |
Government treasury bill maturity period | '180 years | ' | ' | ' | ' |
Held-to-maturity Securities, Carrying Amount | ' | 78,749,953 | 78,786,810 | ' | ' |
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 $) | 10 Months Ended | 12 Months Ended | ||
Dec. 31, 2011 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
Restricted Cash and Cash Equivalents | ' | $945 | ' | ' |
Excluded common shares subject to possible redemption for basic loss per share calculation | ' | 6,894,133 | 7,088,364 | 0 |
Sponsor shares subject to forfeiture if over-allotment option is not exercised by underwriters | 281,250 | ' | 281,250 | ' |
US Treasury Bills [Member] | ' | ' | ' | ' |
Held-to-maturity Securities, Carrying Amount | ' | $78,749,953 | $78,786,810 | ' |
Initial_Public_Offering_and_Pr1
Initial Public Offering and Private Placement (Narrative) (Details) (USD $) | 0 Months Ended |
Aug. 07, 2012 | |
Option period to purchase over-allotment shares | '45 days |
Option granted to underwriters to purchase shares to cover over-allotments, if any | 1,125,000 |
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 $) | 10 Months Ended | 12 Months Ended | 17 Months Ended | 34 Months Ended | 1 Months Ended | ||
Dec. 31, 2011 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 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 | 0 | 120,000 | 50,000 | ' | 170,000 | ' | ' |
Business Combination, Related Costs | ' | 70,000 | ' | ' | ' | 5,000 | 10,000 |
Payments for Business Combination | ' | ' | $100,000 | ' | ' | ' | ' |
The Company's obligation increase percentage | ' | ' | 15.00% | ' | ' | ' | ' |
Income_Taxes_Narrative_Details
Income Taxes (Narrative) (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Net operating loss carryovers limitation, Shareholder stock ownership percentage | 5.00% | ' |
Minimum Increase of Percentage Points on a Cumulative Basis for the Use of Net Operating Loss Carryovers Within 2 Years | 50.00% | ' |
Valuation allowance | $809,072 | $75,477 |
Total deferred tax assets | 809,072 | 75,477 |
Expires between 2031 & 2032 [Member] | ' | ' |
Net Operating Loss Carryforwards | $2,022,680 | ' |
Stockholders_Equity_Narrative_
Stockholders Equity (Narrative) (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 | Sep. 15, 2012 | Dec. 31, 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 | 3,174,617 | 2,980,386 | ' | 10,068,750 | ' | ' | ' | ' | ' |
Common Stock, Subject to Possible Conversion or Tender | 6,894,133 | 7,088,364 | ' | ' | ' | ' | ' | ' | ' |
Agreement_and_Plan_of_Merger_N
Agreement and Plan of Merger (Narrative) (Details) | 1 Months Ended |
Nov. 27, 2013 | |
Common stock acquired upon merger | 10,068,750 |
Ownership percentage immediately after merger | 38.80% |
Hyde Park shareholders ownership percentage | 19.50% |
Subsequent_Event_Narrative_Det
Subsequent Event (Narrative) (Details) | Jan. 08, 2014 |
Minimum public holders required by Nasdaq Listing Rule | 300 |
Beneficial holder, percentage of total shares outstanding | 10.00% |
Heldtomaturity_Securities_Deta
Held-to-maturity Securities (Details) (US Treasury Bills [Member], USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
US Treasury Bills [Member] | ' | ' |
Held-to-maturity Securities, Carrying Amount | $78,749,953 | $78,786,810 |
Held-to-maturity Securities, Unrecognized Holding Gain | -768 | 7,826 |
Held-to-maturity Securities, Fair Value | $78,749,186 | $78,794,636 |
Schedule_of_Deferred_Tax_Asset
Schedule of Deferred Tax Assets and Liabilities (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Net operating loss carryforwards | $809,072 | $75,477 |
Total deferred tax assets | 809,072 | 75,477 |
Less: Valuation allowance | -809,072 | -75,477 |
Net deferred tax assets | $0 | $0 |
Schedule_of_Effective_Income_T
Schedule of Effective Income Tax Rate Reconciliation (Details) | 10 Months Ended | 12 Months Ended | |
Dec. 31, 2011 | Dec. 31, 2013 | Dec. 31, 2012 | |
Tax benefit at federal statutory rate | -34.00% | -34.00% | -34.00% |
State income tax | -6.00% | -6.00% | -6.00% |
Permanent difference: | ' | ' | ' |
Meals and entertainment | 0.00% | 0.10% | 0.20% |
Merger and acquisition costs | 0.00% | 3.00% | 0.00% |
Increase in valuation allowance | 40.00% | 36.90% | 39.80% |
Effective income tax rate | 0.00% | 0.00% | 0.00% |