Significant Accounting Policies (Policies) | 6 Months Ended |
Aug. 31, 2013 |
Accounting Policies [Abstract] | |
Basis Of Presentation And Significant Accounting Policies [Policy Text Block] | Basis of Presentation |
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The accompanying unaudited condensed consolidated financial statements are presented in U.S. dollars and have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and the instructions to Form 10-Q. Accordingly, they do not include all of the information and footnotes required by 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 months and six months ended August 31, 2013 are not necessarily indicative of the results that may be expected for the year ending February 28, 2014 or any other period. The balance sheet data at February 28, 2013, was derived from the Company’s audited financial statements but does not include all disclosures required by GAAP. The statements of operations and cash flow for the quarter ended August 31, 2012 have been revised from the original presentation to reflect the correction of an error relating to the accounting for the Company’s outstanding warrants that was recorded and presented in the financial statements for the year ended February 28, 2013. The accompanying financial statements should be read in conjunction with the Company’s financial statements and notes thereto included in the Company’s annual report filed with the Securities and Exchange Commission on June 13, 2013. |
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Consolidation, Policy [Policy Text Block] | Principles of Consolidation |
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The accompanying Condensed Consolidated Financial Statements include the accounts of the Company and its wholly-owned subsidiary. All intercompany balances and transactions have been eliminated in consolidation. |
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Cash and Cash Equivalents, Policy [Policy Text Block] | Cash and Cash Equivalents |
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The Company considers all short-term investments with a maturity of three months or less when purchased to be cash equivalents. The Company maintains its cash deposits with major financial institutions. |
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Income Tax, Policy [Policy Text Block] | Income Taxes |
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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. |
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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 had identified the Cayman Islands as its only ‘major’ tax jurisdiction. Based on the Company’s evaluation, it has been concluded that there are no significant uncertain tax positions requiring recognition in the Company’s condensed consolidated financial statements. All periods since inception are 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 changes to its financial position. |
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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 ended August 31, 2013. Management is currently unaware of any issues under review that could result in significant payments, accruals or material deviations from its position. |
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Earnings Per Share, Policy [Policy Text Block] | Earnings Per Share |
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The Company complies with accounting and disclosure requirements of ASC 260, “Earnings per Share.” Net loss per share is computed by dividing net income (loss) by the weighted-average number of ordinary shares outstanding during the period. Ordinary shares subject to possible redemption at August 31, 2013 of 3,674,999 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. Income (loss) per share assuming dilution would give effect to dilutive options, warrants, and other potential ordinary shares outstanding during the period. The Company has not considered the effect of warrants to purchase 9,000,000 ordinary shares and the effect of Unit Purchase Options to purchase 900,000 units in the calculation of diluted income (loss) per share, since the exercise of the Unit Purchase Options and warrants are contingent upon the occurrence of future events. During the six months ended August 31, 2013 and 2012, there were no outstanding dilutive options, warrants, or other potential ordinary shares which would affect the fully diluted income (loss) per share. |
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Concentration Risk, Credit Risk, Policy [Policy Text Block] | Concentration of credit risk |
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Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which at times, may exceed the Federal depository insurance coverage of $250,000. At August 31, 2013, the Company had not experienced losses on these accounts and management believed the Company was not exposed to significant risks on such accounts. |
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Securities Held In Trust [Policy Text Block] | Securities held in Trust Account |
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At August 31, 2013 and February 28, 2013, the assets in the Trust Account were held in cash and U.S. Treasury Securities with maturities of less than 180 days. |
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Fair Value Measurement, Policy [Policy Text Block] | Fair value measurements |
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Fair value is defined as an exit price, representing the amount that would be received upon the sale of an asset or payment to transfer a liability in an orderly transaction between market participants. Fair value is a market-based measurement that is determined based on assumptions that market participants would use in pricing an asset or liability. A three-tier fair value hierarchy is used to prioritize the inputs in measuring fair value as follows: |
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| ⋅ | Level 1. Observable inputs such as quoted prices in active markets; | | | | | | | | | | | |
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| ⋅ | Level 2. Inputs, other than quoted prices in active markets, that are observable either directly or indirectly; and | | | | | | | | | | | |
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| ⋅ | Level 3. Unobservable inputs for which there is little or no market data, which require the reporting entity to develop its own assumptions. | | | | | | | | | | | |
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Assets and liabilities measured at fair value are based on one or more of three valuation techniques identified in the tables below. The valuation techniques are as follows: |
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| (a). | Market approach. Prices and other relevant information generated by market transactions involving identical or comparable assets or liabilities; | | | | | | | | | | | |
| (b). | Cost approach. Amount that would be required to replace the service capacity of an asset (replacement cost); and | | | | | | | | | | | |
| (c). | Income approach. Techniques to convert future amounts to a single present amount based on market expectations (including present value techniques, option-pricing and excess earnings models). | | | | | | | | | | | |
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Assets and Liabilities Measured at Fair Value on a Recurring Basis |
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| | August 31, | | Quoted Prices in | | Significant Other | | Significant | |
Active Markets | Observable Inputs | Unobservable |
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| | 2013 | | (Level 1) | | (Level 2) | | (Level 3) | |
Restricted cash and cash equivalents held in Trust Account and accrued interest | | $ | 42,786,948 | | $ | 42,786,948 | | $ | - | | $ | | |
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Warrant Liability | | $ | 11,138,000 | | $ | - | | $ | - | | $ | 11,138,000 | |
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| | February 28, | | Quoted Prices in | | Significant Other | | Significant | |
Active Markets | Observable Inputs | Unobservable |
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| | 2013 | | (Level 1) | | (Level 2) | | (Level 3) | |
Restricted cash and cash equivalents held in Trust Account and accrued interest | | $ | 42,767,991 | | $ | 42,767,991 | | $ | - | | $ | | |
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Warrant Liability | | $ | 10,969,000 | | $ | - | | $ | - | | $ | 10,969,000 | |
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For fair value measurements categorized within Level 3 of the fair value hierarchy, the Company’s principal executive, determines its valuation policies and procedures. The development and determination of the unobservable inputs for Level 3 fair value measurements and fair value calculations are the responsibility of the Company’s management. |
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The table below provides a reconciliation of the beginning and ending balances for the warrant liability measured using significant unobservable inputs (Level 3): |
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Balance – February 28, 2013 | | $ | 10,969,000 | | | | | | | | | | |
Fair Value adjustment | | | 169,000 | | | | | | | | | | |
Balance – August 31, 2013 | | $ | 11,138,000 | | | | | | | | | | |
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Fair Value Warrant Liability [Policy Text Block] | Warrant liability |
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The Company accounts for the 4,200,000 warrants issued in connection with the Public Offering, and the 4,800,000 warrants issued in connection with the Private Placement in accordance with the guidance contained in ASC 815-40-15-7D whereby under that provision they do not meet the criteria for equity treatment and must be recorded as a liability. Accordingly, the Company classifies the warrant instrument as a liability at its fair value and adjusts the instrument to fair value at each reporting period. This liability is subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in the Company’s statement of operations. |
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The fair value of the warrant liability was determined by the Company using the Binomial Lattice pricing model. This model is dependent upon several variables such as the instrument's expected term, expected strike price, expected risk-free interest rate over the expected instrument term, the expected dividend yield rate over the expected instrument term and the expected volatility of the Company’s stock price over the expected term. The expected term represents the period of time that the instruments granted are expected to be outstanding. The expected strike price is based upon a weighted average probability analysis of the strike price changes expected during the term as a result of the down round protection. The risk-free rates are based on U.S. Treasury securities with similar maturities as the expected terms of the options at the date of valuation. Expected dividend yield is based on historical trends. The Company measures volatility using a blended weighted average of the volatility rates for a number of similar publicly-traded companies along with the Company’s historical volatility. |
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The inputs to the model were as follows: |
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| | August 31, | | | February 28, | | | | | | |
2013 | 2013 | | | | |
The Company’s stock price | | $ | 10.08 | | | $ | 9.9 | | | | | | |
Dividend yield (per share) | | | N/A | | | | N/A | | | | | | |
Risk-free interest rate | | | 0.79 | % | | | 0.77 | % | | | | | |
Expected term | | | 3.33 years | | | | 3.84 years | | | | | | |
Expected volatility rate | | | 16 | % | | | 17 | % | | | | | |
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Common Stock Possible Conversion [Policy Text Block] | Common stock subject to possible conversion |
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The Company accounts for its shares subject to possible conversion in accordance with the guidance enumerated in ASC 480 “Distinguishing Liabilities from Equity”. Ordinary shares subject to mandatory conversion (if any) are classified as a liability instrument and is measured at fair value. Conditionally convertible ordinary shares (including ordinary shares that features conversion rights that are either within the control of the holder or subject to conversion upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. The Company’s ordinary shares feature certain conversion 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 August 31, 2013, the ordinary shares subject to possible conversion are presented as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheet. |
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Use of Estimates, Policy [Policy Text Block] | Use of Estimates |
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The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. Significant estimates include the valuation of the warrant liability and value of the unit purchase option issued to the underwriter. |
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New Accounting Pronouncements, Policy [Policy Text Block] | Recent Accounting Pronouncements |
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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 condensed consolidated financial statements. |
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Subsequent Events, Policy [Policy Text Block] | Subsequent Events |
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Management has evaluated subsequent events that have occurred after the balance sheet date through the date the condensed consolidated financial statements were publically available to determine if events or transactions occurring require potential adjustment to or disclosure in the condensed consolidated financial statements and has concluded that no subsequent events have occurred that would require recognition in the condensed consolidated financial statements. |
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