Document_And_Entity_Informatio
Document And Entity Information | 9 Months Ended | |
Nov. 30, 2013 | Jan. 16, 2014 | |
Document Information [Line Items] | ' | ' |
Document Type | '10-Q | ' |
Amendment Flag | 'false | ' |
Document Period End Date | 30-Nov-13 | ' |
Document Fiscal Year Focus | '2014 | ' |
Document Fiscal Period Focus | 'Q3 | ' |
Trading Symbol | 'TGLS | ' |
Entity Common Stock, Shares Outstanding | ' | 24,214,670 |
Entity Registrant Name | 'Tecnoglass Inc. | ' |
Entity Central Index Key | '0001534675 | ' |
Current Fiscal Year End Date | '--02-28 | ' |
Entity Filer Category | 'Smaller Reporting Company | ' |
Condensed_Consolidated_Balance
Condensed Consolidated Balance Sheets (USD $) | Nov. 30, 2013 | Feb. 28, 2013 |
ASSETS | ' | ' |
Cash and cash equivalents | $9,959 | $48,959 |
Interest on cash and cash equivalents held in trust | 4,108 | 27,991 |
Total current assets | 14,067 | 76,950 |
Long term assets: | ' | ' |
Cash and cash equivalents held in trust | 42,740,000 | 42,740,000 |
Total long term assets | 42,740,000 | 42,740,000 |
Total assets | 42,754,067 | 42,816,950 |
LIABILITIES AND SHAREHOLDERS’ DEFICIT | ' | ' |
Note payable to shareholder | 100,000 | 0 |
Advances from shareholder | 150,000 | 0 |
Accounts payable | 240,568 | 56,484 |
Total current liabilities | 490,568 | 56,484 |
Long term liabilities: | ' | ' |
Warrant liability | 14,270,000 | 10,969,000 |
Total liabilities | 14,760,568 | 11,025,484 |
COMMITMENTS AND CONTINGENCY | ' | ' |
Ordinary shares, subject to possible conversion, 3,674,999 shares at conversion value | 37,397,490 | 37,397,490 |
Shareholders’ deficit | ' | ' |
Preferred shares, $0.0001 par value, 1,000,000 authorized shares and no outstanding shares | 0 | 0 |
Ordinary shares, $0.0001 par value, 100,000,000 authorized shares; 1,575,001 and 1,575,001 issued and outstanding shares, respectively (which excludes 3,674,999 and 3,674,999 shares subject to possible conversion, respectively) | 158 | 158 |
Additional paid-in capital | 5,790,425 | 5,790,425 |
Deficit accumulated during the development stage | -15,194,574 | -11,396,607 |
Total shareholders’ deficit | -9,403,991 | -5,606,024 |
Total liabilities and shareholders’ deficit | $42,754,067 | $42,816,950 |
Condensed_Consolidated_Balance1
Condensed Consolidated Balance Sheets [Parenthetical] (USD $) | Nov. 30, 2013 | Feb. 28, 2013 |
Ordinary shares subject to possible conversion | 3,674,999 | 3,674,999 |
Preferred shares, par value (in dollars per share) | $0.00 | $0.00 |
Preferred shares, shares authorized | 1,000,000 | 1,000,000 |
Preferred shares, shares outstanding | 0 | 0 |
Ordinary shares, par value (in dollars per share) | $0.00 | $0.00 |
Ordinary shares, shares authorized | 100,000,000 | 100,000,000 |
Ordinary shares, shares issued | 1,575,001 | 1,575,001 |
Ordinary shares, shares outstanding | 1,575,001 | 1,575,001 |
Condensed_Consolidated_Stateme
Condensed Consolidated Statements of Operations (USD $) | 3 Months Ended | 9 Months Ended | 26 Months Ended | ||
Nov. 30, 2013 | Nov. 30, 2012 | Nov. 30, 2013 | Nov. 30, 2012 | Nov. 30, 2013 | |
Operating and formation costs: | ' | ' | ' | ' | ' |
General and administrative expenses | $322,365 | $95,034 | $518,504 | $319,865 | $974,102 |
Loss from operations | -322,365 | -95,034 | -518,504 | -319,865 | -974,102 |
Other income (expense): | ' | ' | ' | ' | ' |
Change in fair value of warrants | -3,132,000 | 1,038,000 | -3,301,000 | -10,738,000 | -14,270,000 |
Interest income | 2,580 | 9,570 | 21,537 | 22,027 | 49,528 |
Net income (loss) | ($3,451,785) | $952,536 | ($3,797,967) | ($11,035,838) | ($15,194,574) |
Weighted average shares outstanding, basic and diluted (in shares) | 1,575,001 | 1,575,001 | 1,575,001 | 1,575,001 | ' |
Basic and diluted net loss per share (in dollars per share) | ($2.19) | $0.60 | ($2.41) | ($7.01) | ' |
Condensed_Consolidated_Stateme1
Condensed Consolidated Statements of Changes in Shareholders' (Deficit)/Equity (USD $) | Total | Ordinary Shares [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | ||
Balance at Sep. 20, 2011 | ' | ' | ' | ' | ||
Ordinary shares issued September 21, 2011 at approximately $0.02 per share for cash | $0 | $0 | [1],[2] | $0 | $0 | |
Ordinary shares issued September 21, 2011 at approximately $0.02 per share for cash (in shares) | [1],[2] | ' | 1 | ' | ' | |
Ordinary shares issued October 25, 2011 at approximately $0.02 per share for cash | 25,000 | 105 | [1],[2] | 24,895 | 0 | |
Ordinary shares issued October 25, 2011 at approximately $0.02 per share for cash (in shares) | [1],[2] | ' | 1,049,999 | ' | ' | |
Net Loss | -17,327 | 0 | [1],[2] | 0 | -17,327 | |
Balance at Feb. 29, 2012 | 7,673 | 105 | [1],[2] | 24,895 | -17,327 | |
Balance (in shares) at Feb. 29, 2012 | [1],[2] | ' | 1,050,000 | ' | ' | |
Sale of 4,000,000 Units on March 22, 2012, net of underwriter's discount and offering expenses (includes 3,499,999 shares subject to possible conversion) | 38,322,973 | 400 | [1],[2] | 38,322,573 | 0 | |
Sale of 4,000,000 Units on March 22, 2012, net of underwriter's discount and offering expenses (includes 3,499,999 shares subject to possible conversion) (in shares) | [1],[2] | ' | 4,000,000 | ' | ' | |
Proceeds from issuance of Underwriters' Option | 500,100 | 0 | [1],[2] | 500,100 | 0 | |
Proceeds from issuance of Insider Warrants | 2,400,000 | 0 | [1],[2] | 2,400,000 | 0 | |
Sale of 200,000 Units on March 30, 2012, net of underwriter's discount (includes 175,000 shares subject to possible conversion) | 1,940,000 | 20 | [1],[2] | 1,939,980 | 0 | |
Sale of 200,000 Units on March 30, 2012, net of underwriter's discount (includes 175,000 shares subject to possible conversion) (in shares) | [1],[2] | ' | 200,000 | ' | ' | |
Net proceeds subject to possible conversion | -37,397,490 | -367 | [1],[2] | -37,397,123 | 0 | |
Net proceeds subject to possible conversion (in shares) | [1],[2] | ' | -3,674,999 | ' | ' | |
Net Loss | -11,379,280 | ' | ' | -11,379,280 | ||
Balance at Feb. 28, 2013 | -5,606,024 | 158 | [1],[2] | 5,790,425 | -11,396,607 | |
Balance (in shares) at Feb. 28, 2013 | [1],[2] | ' | 1,575,001 | ' | ' | |
Net Loss | -3,797,967 | ' | ' | -3,797,967 | ||
Balance at Nov. 30, 2013 | ($9,403,991) | $158 | [1],[2] | $5,790,425 | ($15,194,574) | |
Balance (in shares) at Nov. 30, 2013 | [1],[2] | ' | 1,575,001 | ' | ' | |
[1] | Share amounts have been retroactively restated to reflect the contribution to the Company of 287,500 ordinary shares by the Initial Shareholders on March 9, 2012 (Note 8). | |||||
[2] | Reflects an aggregate of 100,000 shares forfeited by the Initial Shareholders on May 1, 2012 because the underwriters’ over-allotment option was not exercised in full (Note 8). |
Condensed_Consolidated_Stateme2
Condensed Consolidated Statements of Changes in Shareholders' (Deficit)/Equity [Parenthetical] (USD $) | 0 Months Ended | 6 Months Ended | 12 Months Ended | |
1-May-12 | Mar. 09, 2012 | Feb. 29, 2012 | Feb. 28, 2013 | |
Ordinary shares, purchase price one (in dollars per share) | ' | ' | $0.02 | ' |
Ordinary shares, purchase price two (in dollars per share) | ' | ' | $0.02 | ' |
Shares subject to conversion one | ' | ' | ' | 3,499,999 |
Shares subject to conversion two | ' | ' | ' | 175,000 |
Shares subject to conversion three | ' | ' | ' | 3,674,999 |
Shares cancelled issued to initial share holder | ' | 287,500 | ' | ' |
Shares forfeitured issued to initial share holder | 100,000 | ' | ' | ' |
Condensed_Consolidated_Stateme3
Condensed Consolidated Statements of Cash Flows (USD $) | 9 Months Ended | 26 Months Ended | |
Nov. 30, 2013 | Nov. 30, 2012 | Nov. 30, 2013 | |
Cash Flow From Operating Activities | ' | ' | ' |
Net Loss | ($3,797,967) | ($11,035,838) | ($15,194,574) |
Adjustments to reconcile net loss to net cash used in operating activities: | ' | ' | ' |
Change in warrant liability | 3,301,000 | 10,738,000 | 14,270,000 |
Accrued interest | 23,883 | -22,027 | -4,108 |
Changes in operating assets and liabilities: | ' | ' | ' |
Accounts payable | 184,084 | -13,224 | 240,568 |
Net cash used in operating activities | -289,000 | -333,089 | -688,114 |
Cash Flow from Investing Activities | ' | ' | ' |
Investment in cash and cash equivalents held in trust | 0 | -42,740,000 | -42,740,000 |
Net cash used in investing activities | 0 | -42,740,000 | -42,740,000 |
Cash Flow From Financing Activities | ' | ' | ' |
Proceeds from sale of ordinary shares to initial shareholders | 0 | 0 | 25,000 |
Proceeds from Public Offering, net of offering costs of $1,449,055 | 0 | 38,550,945 | 38,550,945 |
Payment of additional offering costs | 0 | 0 | -108,722 |
Proceeds from Warrant Offering | 0 | 2,400,000 | 2,400,000 |
Proceeds from Underwriters Options | 0 | 500,100 | 500,100 |
Proceeds from Over Allotment, net of offering costs of $60,000 | 0 | 1,940,000 | 1,940,000 |
Proceeds from note payable to shareholder | 100,000 | 0 | 302,000 |
Proceeds from advance from shareholder | 150,000 | 0 | 0 |
Repayment of advances from shareholder | 0 | -71,250 | -71,250 |
Repayment of note payable to shareholder | 0 | -100,000 | -100,000 |
Net cash provided by financing activities | 250,000 | 43,219,795 | 43,438,073 |
Net increase (decrease) in cash and cash equivalents | -39,000 | 146,706 | 9,959 |
Cash and cash equivalents, beginning of period | 48,959 | 3,014 | 0 |
Cash and cash equivalents, ending of period | 9,959 | 149,720 | 9,959 |
Non cash financing activity | ' | ' | ' |
Payment of offering costs by shareholder and included in note payable to shareholder | 0 | 0 | 48,000 |
Payments of offering costs advanced from shareholder | $0 | $71,250 | $71,250 |
Condensed_Consolidated_Stateme4
Condensed Consolidated Statements of Cash Flows [Parenthetical] (USD $) | 9 Months Ended | 26 Months Ended | |
Nov. 30, 2013 | Nov. 30, 2012 | Nov. 30, 2013 | |
Offering cost public offering | $1,449,055 | $1,449,055 | $1,449,055 |
Offering cost over allotment | $60,000 | $60,000 | $60,000 |
Organization_Plan_of_Business_
Organization, Plan of Business Operations | 9 Months Ended |
Nov. 30, 2013 | |
Organization, Consolidation and Presentation Of Financial Statements [Abstract] | ' |
Organization, Consolidation and Presentation of Financial Statements Disclosure [Text Block] | ' |
Note 1 – Organization, Plan of Business Operations | |
Tecnoglass Inc. (f/k/a Andina Acquisition Corporation) (a company in the development stage) (the “Company”) was incorporated in the Cayman Islands on September 21, 2011 as a blank check company for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities (a “Business Combination”). | |
On August 2, 2013, the Company formed Andina Merger Sub, Inc. (“Merger Sub”) in the Cayman Islands, solely for the purpose of effectuating a proposed Business Combination. At November 30, 2013, Merger Sub owned no material assets and did not operate any business. | |
On December 20, 2013, the Company held a extraordinary general meeting of shareholders (the “Extraordinary General Meeting”), at which the shareholders considered and adopted, among other matters, a Business Combination with Tecnoglass Holdings. On December 20, 2013, following the Extraordinary General Meeting, the Company consummated the Business Combination. See “Note 9 – Merger Agreement” for a further discussion of the Agreement and Plan of Reorganization entered into on August 17, 2013, as amended, with Tecnoglass Holding and the consummation of the Business Combination related thereto. | |
All activity through November 30, 2013 related to the Company’s formation, the Public Offering described below and indentifying and investigating potential target businesses with which to consummate a Business Combination. On March 19, 2012, acting by written consent, the Company’s Board of Directors changed the Company’s fiscal year end from June 30 to February 28 (February 29 for leap years). In connection with the Merger Agreement, on December 20, 2013, the Company’s year end will be December 31 of each year. | |
At November 30, 2013, Company was considered to be a development stage company and, as such, the Company’s condensed consolidated 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. | |
The registration statement for the Company’s public offering which is discussed in Note 3 (“Public Offering”) was declared effective on March 16, 2012. The Company consummated the Public Offering on March 22, 2012, and received proceeds, net of transaction costs, of $38,322,973 from the sale of 4,000,000 units, $2,400,000 from the private placement (“Private Placement”) of warrants to certain of the Company’s shareholders prior to the Public Offering and the Company’s U.S. counsel (collectively “Insider Warrants”) which is described in Note 4, and $500,000 from the Additional Purchase Option discussed in Note 3. On March 30, 2012, the underwriters exercised a portion of their over-allotment option and the Company received an additional $1,940,000, net of transaction costs, discussed in Note 3. The Company’s management had broad discretion with respect to the specific application of the net proceeds of the Public Offering, Insider Warrants and the Additional Purchase Option, although substantially all of the net proceeds were intended to be applied generally toward consummating a Business Combination. An amount of $42,740,000 (including the $2,900,000 of proceeds from the sale of Insider Warrants and Additional Purchase Option) was being held in a trust account (“Trust Account”) and invested in U.S. treasuries having a maturity of 180 days or less until the earlier of (i) the consummation of its initial Business Combination or (ii) the Company’s failure to consummate a Business Combination within the prescribed time. | |
The Company, after signing a definitive agreement for the acquisition of a target business, was required to provide shareholders who acquired shares in the Public Offering (“Public Shareholders”) with the opportunity to convert their public shares for a pro rata share of the Trust Account. In the event that shareholders owning 87.5% or more of the shares sold as part of the Units in the Public Offering exercised their conversion rights described below, the Business Combination could not be consummated. All of the Initial Shareholders agreed to vote any shares they then held in favor of any proposed Business Combination and waived any conversion rights they had in connection with the Business Combination pursuant to letter agreements executed prior to the Public Offering. | |
In connection with the proposed Business Combination with Tecnoglass, the Company sought shareholder approval of such Business Combination at a meeting called for such purpose at which shareholders were given the opportunity to convert their shares, regardless of whether they voted for or against the proposed Business Combination. Any Public Shareholder voting on such proposed Business Combination was entitled to demand that his shares be converted for a pro rata portion of the amount then in the Trust Account (approximately $10.18 per share). | |
The Company incurred a net loss from operations of $15,194,574 for the period from September 21, 2011 (inception) to November 30, 2013. At November 30, 2013, the Company had $14,067 of cash (including interest earned on Trust Account of $4,108) and a working capital deficit of $476,501. The Company’s accumulated deficit aggregated $15,194,574 at November 30, 2013. The Company had principally financed its operations from inception through November 30, 2013 using proceeds from sales of its equity securities in the Public Offering (see Note 3) and loans from shareholders. | |
Significant_Accounting_Policie
Significant Accounting Policies | 9 Months Ended | |||||||||||||
Nov. 30, 2013 | ||||||||||||||
Accounting Policies [Abstract] | ' | |||||||||||||
Significant Accounting Policies [Text Block] | ' | |||||||||||||
Note 2 - Significant Accounting Policies | ||||||||||||||
Basis of Presentation | ||||||||||||||
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 nine months ended November 30, 2013 are not necessarily indicative of the results that may be expected for the year ending December 31, 2013 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 November 30, 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. | ||||||||||||||
Principles of Consolidation | ||||||||||||||
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. | ||||||||||||||
Cash and Cash Equivalents | ||||||||||||||
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. | ||||||||||||||
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 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. | ||||||||||||||
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 November 30, 2013. Management is currently unaware of any issues under review that could result in significant payments, accruals or material deviations from its position. | ||||||||||||||
Earnings Per Share | ||||||||||||||
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 November 30, 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. At November 30, 2013, the Company had 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 were contingent upon the occurrence of future events. During the nine months ended November 30, 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. | ||||||||||||||
Concentration of credit risk | ||||||||||||||
Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which at times, may exceed the Federal depository insurance coverage of $250,000. At November 30, 2013, the Company had not experienced losses on these accounts and management believed the Company was not exposed to significant risks on such accounts. | ||||||||||||||
Securities held in Trust Account | ||||||||||||||
At November 30, 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. | ||||||||||||||
Fair value measurements | ||||||||||||||
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: | ||||||||||||||
• | Level 1. Observable inputs such as quoted prices in active markets; | |||||||||||||
• | Level 2. Inputs, other than quoted prices in active markets, that are observable either directly or indirectly; and | |||||||||||||
• | Level 3. Unobservable inputs for which there is little or no market data, which require the reporting entity to develop its own assumptions. | |||||||||||||
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: | ||||||||||||||
(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). | |||||||||||||
Assets and Liabilities Measured at Fair Value on a Recurring Basis | ||||||||||||||
November 30, | Quoted Prices in | Significant Other | Significant | |||||||||||
Active Markets | Observable Inputs | Unobservable | ||||||||||||
Inputs | ||||||||||||||
2013 | (Level 1) | (Level 2) | (Level 3) | |||||||||||
Restricted cash and cash equivalents held in Trust Account and accrued interest | $ | 42,744,108 | $ | 42,744,108 | $ | - | $ | |||||||
Warrant Liability | $ | 14,270,000 | $ | - | $ | - | $ | 14,270,000 | ||||||
February 28, | Quoted Prices in | Significant Other | Significant | |||||||||||
Active Markets | Observable Inputs | Unobservable | ||||||||||||
Inputs | ||||||||||||||
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 | $ | - | $ | |||||||
Warrant Liability | $ | 10,969,000 | $ | - | $ | - | $ | 10,969,000 | ||||||
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. | ||||||||||||||
The table below provides a reconciliation of the beginning and ending balances for the warrant liability measured using significant unobservable inputs (Level 3): | ||||||||||||||
Balance – February 28, 2013 | $ | 10,969,000 | ||||||||||||
Fair Value adjustment | 3,301,000 | |||||||||||||
Balance – November 30, 2013 | $ | 14,270,000 | ||||||||||||
Warrant liability | ||||||||||||||
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. | ||||||||||||||
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. | ||||||||||||||
The inputs to the model were as follows: | ||||||||||||||
November | February 28, | |||||||||||||
30, 2013 | 2013 | |||||||||||||
The Company’s stock price | $ | 10.17 | $ | 9.9 | ||||||||||
Dividend yield (per share) | N/A | N/A | ||||||||||||
Risk-free interest rate | 0.56 | % | 0.77 | % | ||||||||||
Expected term | 3.08 years | 3.84 years | ||||||||||||
Expected volatility rate | 15 | % | 17 | % | ||||||||||
Ordinary shares subject to possible conversion | ||||||||||||||
The Company accounted 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 featured certain conversion rights that were considered by the Company to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly at November 30, 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. | ||||||||||||||
Use of Estimates | ||||||||||||||
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 options issued to the underwriter in the Public Offering. | ||||||||||||||
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 condensed consolidated financial statements. | ||||||||||||||
Subsequent Events | ||||||||||||||
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, other than the Merger Agreement discussed in Note 9, have occurred that would require recognition in the condensed consolidated financial statements. | ||||||||||||||
Public_Offering
Public Offering | 9 Months Ended |
Nov. 30, 2013 | |
Public Offering Disclosure [Abstract] | ' |
Public Offering Disclosure [Text Block] | ' |
Note 3 - Public Offering | |
On March 22, 2012, the Company sold 4,000,000 units (“Units”) at a price of $10.00 per unit in the Public Offering. Each Unit consisted of one ordinary share of the Company and one Warrant to purchase one ordinary share of the Company (“Warrants”). On March 30, 2012, the underwriter exercised a portion of its over-allotment option and purchased 200,000 units at a price of $10.00 per unit. The net proceeds received by the Company from the partial exercise of the over-allotment option was $1,940,000 (underwriting discount of $60,000). Each Warrant entitles the holder to purchase one ordinary share at a price of $8.00 commencing on December 20, 2013 (the consummation of the Business Combination with Tecnoglass Holding) and expiring December 19, 2016 (three years from the completion of the Business Combination with Tecnoglass Holding), or earlier upon redemption. The Warrants may be exercised for cash or on a “cashless basis,” at the holders’ option, by surrendering the Warrants for that number of ordinary shares equal to the quotient obtained by dividing (x) the product of the number of ordinary shares underlying the Warrants, multiplied by the difference between the exercise price of the Warrants and the “fair market value” (defined below) by (y) the fair market value. The “fair market value” shall mean the average reported last sale price of the ordinary shares for the 10 trading days ending on the day prior to the date of exercise; provided, however, that in the event the Warrants are being called for redemption, the “fair market value” shall mean the average reported last sale price of the ordinary shares for the 10 trading days ending on the third day prior to the date on which the notice of redemption is sent to the holders of the Warrants. The Company may redeem the Warrants at a price of $0.01 per Warrant upon 30 days’ notice, only in the event that the last sale price of the ordinary shares (or the closing bid price in the event the ordinary shares are not traded on any specific trading day) is at least $14.00 per share for any 20 trading days within a 30-trading day period (“30-Day Trading Period”) ending on the third day prior to the date on which notice of redemption is given and there is a current registration statement in effect with respect to the ordinary shares underlying such Warrants commencing five business days prior to the 30-Day Trading Period and continuing each day thereafter until the date of redemption. The Company determined that its outstanding warrants should be accounted for as a liability and recorded at fair value and that this warrant liability should be re-measured at each reporting period with changes in fair value being reflected in the statement of operations. The determination of this accounting methodology was made as a result of potential adjustments to the exercise price of the warrants in certain circumstances as described in the warrant agreement which do not meet the criteria for equity treatment described in ASC 815-45-7D. In accordance with the warrant agreement relating to the Warrants sold and issued in the Public Offering, the Company is only required to use its best efforts to maintain the effectiveness of the registration statement covering the Warrants. There are no contractual penalties for failure to deliver securities if a registration statement is not effective at the time of exercise. Additionally, in the event that a registration statement is not effective at the time of exercise, the holder of such Warrant shall not be entitled to exercise such Warrant for cash and in no event (whether in the case of a registration statement not being effective or otherwise) will the Company be required to net cash settle the Warrant exercise. The Warrants have been accounted for as a liability amounting to $6,434,000 and $4,907,000 at November 30, 2013 and February 28, 2013, respectively. | |
The Company paid the underwriters in the Public Offering an underwriting discount of 3.0% ($1,200,000) of the gross proceeds of the Public Offering. The Company also issued a Unit Purchase Option (“Unit Purchase Option”) to purchase 400,000 units to EarlyBirdCapital, Inc. (“EBC”) (and/or its designees) for $100 at an exercise price of $11.00 per unit. The Company also issued a second Unit Purchase Option (the “Additional Purchase Option”) and, together with the Unit Purchase Option, the “Underwriters Options”) to EBC (and/or its designees) to purchase 500,000 units at an exercise price of $10.00 per unit for $500,000. The units issuable upon exercise of the Underwriter Options were identical to the units sold in the Public Offering. The Company accounted for the fair value of the Unit Purchase Option, inclusive of the receipt of $100 cash payment, as an expense of the Public Offering resulting in a charge directly to shareholders’ equity. The Company estimated that the fair value of this Unit Purchase Option was approximately $1,178,000, or ($2.95 per unit) using a Black-Scholes option-pricing model. The fair value of the Unit Purchase Option granted to the underwriter was estimated as of the date of grant using the following assumptions: (1) expected volatility of 35%, (2) risk-free interest rate of 1.13% and (3) expected life of five years. The Company accounted for the fair value of the Additional Purchase Option, inclusive of the receipt of $500,000 cash payment, as a cost of the Public Offering resulting in a charge directly to shareholders’ equity. The Company estimated that the fair value of this Additional Purchase Option was approximately $1,638,000 (or $3.28 per unit) using a Black-Scholes option-pricing model. The fair value of the Additional Purchase Option granted to the underwriter was estimated as of the date of grant using the following assumptions: (1) expected volatility of 35%, (2) risk-free interest rate of 1.13% and (3) expected life of five years. The Underwriter Options may be exercised for cash or on a “cashless” basis, at the holder’s option (except in the case of a forced cashless exercise upon the Company’s redemption of the Warrants, as described above), such that the holder may use the appreciated value of the Underwriter Options (the difference between the exercise prices of the unit purchase option and the underlying Warrants and the market price of the Units and underlying ordinary shares) to exercise the Underwriter Options without the payment of any cash. The Company will have no obligation to net cash settle the exercise of the Unit Purchase Option or the Warrants underlying the Unit Purchase Option. The holder of the Underwriter Options will not be entitled to exercise the Underwriter Options or the Warrants underlying the Underwriter Options unless a registration statement covering the securities underlying the Underwriter Options is effective or an exemption from registration is available. If the holder is unable to exercise the Underwriter Options or underlying Warrants, the Underwriter Options or Warrants, as applicable, will expire worthless. | |
The holders of the Underwriter Options have registration rights. The holders of a majority of each option and the securities underlying such option are entitled to make one demand that the Company register the options and/or the securities underlying the options. The demand for registration may be made at any time during a period of five years beginning on March 16, 2012. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed during the seven year period commencing on the effective date of the Public Offering. The Company will bear the expenses incurred in connection with the filing of any such registration statements, other than any underwriting commissions which will be paid by the holders themselves. | |
On November 12, 2013, the Company notified The NASDAQ Stock Market LLC (“NASDAQ”) that, effective November 25, 2013, the Units would cease to exist and be mandatorily separated into their components. | |
Insider_Warrants
Insider Warrants | 9 Months Ended |
Nov. 30, 2013 | |
Insider Warrants Disclosure [Abstract] | ' |
Insider Warrants Disclosure [Text Block] | ' |
Note 4 - Insider Warrants | |
Simultaneously with the Public Offering, certain of the Initial Shareholders (or their affiliates) of the Company and the Company’s U.S. counsel purchased 4,800,000 Insider Warrants at $0.50 per warrant (for an aggregate purchase price of $2,400,000) from the Company. All of the proceeds received from these purchases were placed in the Trust Account. The Insider Warrants are identical to the warrants underlying the Units sold in the Public Offering except that: (i) the Insider Warrants were purchased pursuant to an exemption from the registration requirements of the Securities Act, (ii) the Insider Warrants are non-redeemable and (iii) the Insider Warrants are exercisable for cash or on a ‘‘cashless’’ basis, in each case, if held by the initial holders or permitted transferees. | |
The Initial Shareholders and the holders of the Insider Warrants (or underlying shares) have registration rights with respect to the initial shares and the Insider Warrants (or underlying ordinary shares) pursuant to agreements signed prior to Public Offering. The holders of the majority of the initial 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. The holders of the Insider Warrants (or underlying ordinary shares) are entitled to demand that the Company register these securities at any time after the Company consummates a Business Combination. In addition, the Initial Shareholders and holders of the Insider Warrants (or underlying ordinary shares) have certain ‘‘piggy-back’’ registration rights on registration statements filed after the Company’s consummation of a Business Combination. The Insider Warrants have been accounted for as a liability amounting to $7,836,000 and $6,062,000 at November 30, 2013 and February 28, 2013, respectively. | |
Note_Payable_to_Shareholder_an
Note Payable to Shareholder and Advance from Shareholder | 9 Months Ended |
Nov. 30, 2013 | |
Debt Disclosure [Abstract] | ' |
Note Payable to Shareholder and Advance from Shareholder Disclosure [Text Block] | ' |
Note 5 - Note Payable to Shareholder and Advance from Shareholder | |
The Company issued a $100,000 principal amount unsecured promissory note to A. Lorne Weil, one of the Company’s Initial Shareholders and its Non-Executive Chairman of the Board, on November 8, 2011. The note was non-interest bearing and was payable on the earlier of (i) November 8, 2012, (ii) the consummation of the Public Offering or (iii) the date on which the Company determined not to proceed with the Public Offering. The parties to the notes informally agreed to extend their payable date past the Public Offering. The note was repaid in full on May 25, 2012. | |
In addition, on March 15, 2012, the shareholder paid expenses on behalf of the Company in the amount of $71,250 for various NASDAQ fees. The liability was repaid in full on August 24, 2012. | |
On May 20, 2013, the A. Lorne Weil 2006 Irrevocable Trust-Family Investment Trust (the “Trust”), a trust of which the Chairman of the Board of the Company, his spouse and his descendants are among the beneficiaries, loaned the Company $100,000. The loan was evidenced by an unsecured promissory note issued to the Trust. The promissory note was non-interest bearing and was payable by the Company at the consummation by the Company of a Business Combination. Upon consummation of a Business Combination, the principal balance of the note was entitled to be converted, in whole or in part, at the holder’s option, to warrants of the Company at a price of $0.50 per warrant. In connection with the consummation of the Business Combination with Tecnoglass Holding, the Trust elected to convert the entire principal amount of the note into warrants (or an aggregate of 200,000 warrants). The terms of the warrants are identical to the Insider Warrants. | |
During the period, $150,000 was advanced to the Company from a shareholder for operating expenses. At January 15, 2014, $70,500 was paid back to the shareholder. | |
Commitments_and_Contingency
Commitments and Contingency | 9 Months Ended |
Nov. 30, 2013 | |
Commitments and Contingencies Disclosure [Abstract] | ' |
Commitments Disclosure [Text Block] | ' |
Note 6 – Commitments and Contingency | |
The Company occupied office space provided by an affiliate of an Initial Shareholder. Such affiliate agreed that until the Company consummated a Business Combination, it would 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 at no charge to the Company. This arrangement ceased upon consummation of the Business Combination with Tecnoglass Holding. | |
In connection with the Public Offering, the Company engaged EBC, on a non-exclusive basis, to act as the Company’s advisor and investment banker in connection with its initial Business Combination to provide it with assistance in negotiating and structuring the terms of its initial Business Combination. The Company agreed to pay EBC an aggregate cash fee of $1,610,000 for such services upon the consummation of its initial Business Combination. This fee was paid upon consummation of the Business Combination with Tecnoglass Holding. | |
On August 3, 2012, the Company entered into a non-exclusive financial services agreement with Correval S.A. (“Correval”) through which it was introduced to a number of Latin American companies including Tecnoglass Holding. The agreement with Correval provided that upon consummation of the Business Combination, the Company would pay Correval an amount equal to 0.8% of all amounts retained in Andina’s trust fund after taking into account shareholders who elected to have their shares converted to cash in accordance with the provisions of the Company’s second amended and restated memorandum and articles of association. Upon consummation of the Business Combination with Tecnoglass Holding, the Company paid Correval $210,744 for such services. | |
On September 4, 2012, the Company entered into a non-exclusive investment banking advisory agreement with Morgan Joseph TriArtisan, LLC (“MJTA”). The agreement with MJTA provided for the Company to pay MJTA a fee of $500,000 upon consummation of the Business Combination with Tecnoglass Holding. Such fee was paid upon such consummation. | |
Investment_in_Trust_Account
Investment in Trust Account | 9 Months Ended |
Nov. 30, 2013 | |
Investment In Trust Account [Abstract] | ' |
Investment In Trust Account [Text Block] | ' |
Note 7 – Investment in Trust Account | |
Subsequent to the Public Offering, an amount of $42,740,000 of the net proceeds of the Public Offering was deposited in the Trust Account and was held as cash and/or invested in United States treasuries having a maturity of 180 days or less. | |
As of November 30, 2013, investment securities in the Company’s Trust Account consisted of $42,740,000 in United States Treasury Bills and $4,108 in a “held as cash” account. As of February 28, 2013, investment securities in the Company’s Trust Account consisted of $42,740,000 in United States Treasury Bills and $27,991 in a “held as cash” account. The Company classifies its United States Treasury and equivalent 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 sheets and adjusted for the amortization or accretion of premiums or discounts. | |
The proceeds held in the Trust Account were released from trust upon consummation of the Business Combination with Tecnoglass Holding. | |
Shareholders_Equity
Shareholders' Equity | 9 Months Ended |
Nov. 30, 2013 | |
Stockholders' Equity Note [Abstract] | ' |
Stockholders' Equity Note Disclosure [Text Block] | ' |
Note 8 - Shareholders’ Equity | |
Preferred Shares | |
The Company is authorized to issue 1,000,000 preferred shares 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 November 30, 2013, there are no preferred shares issued or outstanding. | |
Ordinary Shares | |
The Company is authorized to issue 100,000,000 ordinary shares with a par value of $0.0001 per share. | |
In connection with the organization of the Company, a total of 1,437,500 ordinary shares were sold to the Initial Shareholders at a price of approximately $0.02 per share for an aggregate of $25,000 (the “Founder’s Shares”) of which 150,000 shares were subject to forfeiture to the extent that the underwriters’ over-allotment option was not exercised in full so that the Company’s Initial Shareholders will own 20% of the issued and outstanding shares after the Public Offering. On March 9, 2012, the Initial Shareholders contributed an aggregate of 287,500 ordinary shares to the Company at no cost for cancellation. On March 30, 2012, the underwriter exercised a portion of its over-allotment option. After the partial exercise of the over-allotment option an aggregate of 100,000 of the shares held by the Initial Shareholders were forfeited which resulted in the Initial Shareholders owning an aggregate of 1,050,000 ordinary shares. | |
Merger_Agreement
Merger Agreement | 9 Months Ended | ||||||||||||||||
Nov. 30, 2013 | |||||||||||||||||
Reorganizations [Abstract] | ' | ||||||||||||||||
Agreement And Plan Of Reorganization [Text Block] | ' | ||||||||||||||||
Note 9 – Merger Agreement | |||||||||||||||||
On August 17, 2013, the Company and Andina Merger Sub, Inc., its wholly-owned subsidiary (“Merger Sub”), entered into an Agreement and Plan of Reorganization, as amended as of November 6, 2013 (the “Merger Agreement”), with Tecnoglass S.A., a Colombian company (“Tecnoglass”), C.I. Energia Solar S.A. E.S. Windows, a Colombian company (“ES”), and Tecnoglass Holding, the ultimate parent of Tecnoglass and ES. The Merger Agreement provided for the merger of Merger Sub with and into Tecnoglass Holding, with Tecnoglass Holding surviving and becoming the Company’s wholly-owned subsidiary (the “Merger”), operating through Tecngolass and ES. | |||||||||||||||||
Tecnoglass and ES are leading manufacturers of hi-spec, architectural glass and windows for the western hemisphere residential and commercial construction industry, headquartered in Barranquilla, Colombia. | |||||||||||||||||
On December 20, 2013, the Company held the Extraordinary General Meeting, at which the shareholders considered and adopted, among other matters, the Merger Agreement. At the Extraordinary General Meeting, holders of 2,251,853 Ordinary Shares of the Company issued in its initial public offering (“public shares”) exercised their rights to convert those shares to cash at a conversion price of approximately $10.18 per share, or an aggregate of approximately $22.9 million. The conversion price for holders of public shares electing conversion was paid from of the Company’s Trust Account, which had a balance immediately prior to the Closing of approximately $42.7 million. The remaining trust account funds were used to pay transaction expenses of approximately $3.1 million, with the balance available for working capital. | |||||||||||||||||
On December 20, 2013, following the Extraordinary General Meeting, the parties to the Merger Agreement consummated the Merger. In connection with the consummation of the Merger, effective upon the Closing, the Company changed its name to Tecnoglass Inc. The surviving entity in the Merger, Tecnoglass Holding, did not change its name. Tecnoglass and ES are indirect subsidiaries of Tecnoglass Holding. Thus, the Company is the holding company that operates through its direct and indirect subsidiaries, Tecnoglass Holding, Tecnoglass and ES. | |||||||||||||||||
In the Merger, the former Tecnoglass Holding shareholders, in exchange for all of the ordinary shares of Tecnoglass Holding outstanding immediately prior to the Merger, received from the Company: | |||||||||||||||||
⋅ | an aggregate of 20,567,141ordinary shares of the Company, subject to adjustment upon certain events; and | ||||||||||||||||
⋅ | an aggregate of 3,000,000 ordinary shares (the “Earnout Shares”) to be released upon the achievement of certain targets described below. | ||||||||||||||||
The Earnout Shares were issued upon completion of the Merger and placed in escrow to be released to the former Tecnoglass Holding shareholders upon the Company’s achievement of specified share price targets or targets based on the Company’s net earnings before interest income or expense, income taxes, depreciation, amortization and any expenses arising solely from the merger charged to income (“EBITDA”) in the fiscal years ending December 31, 2014, 2015 or 2016. | |||||||||||||||||
The following table sets forth the targets and the number of Earnout Shares issuable to the former Tecnoglass Holding shareholders upon the achievement of such targets: | |||||||||||||||||
Ordinary Share | EBITDA Target | Number of Earnout Shares | |||||||||||||||
Price Target | |||||||||||||||||
Minimum | Maximum | Minimum | Maximum | ||||||||||||||
Fiscal year ending 12/31/14 | $ | 12.00 per share | $ | 30,000,000 | $ | 36,000,000 | 416,667 | 500,000 | |||||||||
Fiscal year ending 12/31/15 | $ | 13.00 per share | $ | 35,000,000 | $ | 40,000,000 | 875,000 | 1,000,000 | |||||||||
Fiscal year ending 12/31/16 | $ | 15.00 per share | $ | 40,000,000 | $ | 45,000,000 | 1,333,333 | 1,500,000 | |||||||||
If either the ordinary share target or the maximum EBITDA target is met in any fiscal year, the former Tecnoglass Holding shareholders receive the maximum number of Earnout Shares indicated for the year. | |||||||||||||||||
In the event the ordinary share target is not met but the EBITDA falls within the minimum and maximum EBITDA target for a specified year, the number of Earnout Shares to be issued will be interpolated between such targets. | |||||||||||||||||
In the event neither the ordinary share target nor the minimum EBITDA target is met in a particular year, but a subsequent year’s share price or EBITDA target is met, the former Tecnoglass Holding shareholders will earn the Earnout Shares for the previous year as if the prior year’s target had been met. | |||||||||||||||||
The former shareholders of Tecnoglass Holding will not be able to sell any of the ordinary shares of the Company that they received in the Merger until December 20, 2014, subject to certain exceptions. | |||||||||||||||||
On December 19, 2013, the Company and the Trust entered into an agreement with a third party shareholder of the Company (the “Holder”) pursuant to which the Holder agreed to use commercially reasonable efforts to purchase up to 1,000,000 ordinary shares of the Company in the open market and agreed that it would not seek conversion or redemption of any such purchased shares in connection with the Merger Agreement. The Holder and its affiliates purchased an aggregate of 985,896 Ordinary Shares of the Company pursuant to this agreement. Pursuant to the agreement, the Trust transferred to the Holder an aggregate of 2,167,867 warrants to purchase Ordinary Shares of the Company. Additionally, EBC transferred to the Holder certain unit purchase options, each to purchase one Ordinary Share and one warrant to purchase one Ordinary Share. The Company has agreed to file a registration statement with the Securities and Exchange Commission covering the resale of the warrants and shares underlying the warrants, as well as the unit purchase options and underlying securities, transferred to the Holder. In the event the registration statement is not filed by April 1, 2014 or declared effective by June 1, 2014, the Company will be required to pay the Holder a cash penalty of $0.20 per security transferred to the Holder for each month until the registration statement has been filed or declared effective, as the case may be. | |||||||||||||||||
Also on December 19, 2013, the Company entered into subscription agreements with two investors pursuant to which such investors agreed to purchase an aggregate of 649,382 Ordinary Shares at $10.18 per Share, or an aggregate of $6,610,709. This transaction closed on January 16, 2014. | |||||||||||||||||
An aggregate of 890,000 Ordinary Shares of the Company payable as merger consideration were placed in escrow at the Closing pursuant to an escrow agreement among the Company, Jose Daes, as representative of the former Tecnoglass Holding shareholders (the “Representative”), A. Lorne Weil and Martha L. Byorum, acting as the committee representing the Company (the “Committee”) and Continental Stock Transfer & Trust Tecnoglass Holdings, as escrow agent (the “Indemnity Escrow Agreement”), to secure the indemnification obligations owed to the Company under the Merger Agreement. | |||||||||||||||||
Significant_Accounting_Policie1
Significant Accounting Policies (Policies) | 9 Months Ended | |||||||||||||
Nov. 30, 2013 | ||||||||||||||
Accounting Policies [Abstract] | ' | |||||||||||||
Basis Of Presentation And Significant Accounting Policies [Policy Text Block] | ' | |||||||||||||
Basis of Presentation | ||||||||||||||
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 nine months ended November 30, 2013 are not necessarily indicative of the results that may be expected for the year ending December 31, 2013 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 November 30, 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. | ||||||||||||||
Consolidation, Policy [Policy Text Block] | ' | |||||||||||||
Principles of Consolidation | ||||||||||||||
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. | ||||||||||||||
Cash and Cash Equivalents, Policy [Policy Text Block] | ' | |||||||||||||
Cash and Cash Equivalents | ||||||||||||||
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. | ||||||||||||||
Income Tax, Policy [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 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. | ||||||||||||||
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 November 30, 2013. Management is currently unaware of any issues under review that could result in significant payments, accruals or material deviations from its position. | ||||||||||||||
Earnings Per Share, Policy [Policy Text Block] | ' | |||||||||||||
Earnings Per Share | ||||||||||||||
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 November 30, 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. At November 30, 2013, the Company had 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 were contingent upon the occurrence of future events. During the nine months ended November 30, 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. | ||||||||||||||
Concentration Risk, Credit Risk, Policy [Policy Text Block] | ' | |||||||||||||
Concentration of credit risk | ||||||||||||||
Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which at times, may exceed the Federal depository insurance coverage of $250,000. At November 30, 2013, the Company had not experienced losses on these accounts and management believed the Company was not exposed to significant risks on such accounts. | ||||||||||||||
Securities Held In Trust [Policy Text Block] | ' | |||||||||||||
Securities held in Trust Account | ||||||||||||||
At November 30, 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. | ||||||||||||||
Fair Value Measurement, Policy [Policy Text Block] | ' | |||||||||||||
Fair value measurements | ||||||||||||||
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: | ||||||||||||||
• | Level 1. Observable inputs such as quoted prices in active markets; | |||||||||||||
• | Level 2. Inputs, other than quoted prices in active markets, that are observable either directly or indirectly; and | |||||||||||||
• | Level 3. Unobservable inputs for which there is little or no market data, which require the reporting entity to develop its own assumptions. | |||||||||||||
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: | ||||||||||||||
(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). | |||||||||||||
Assets and Liabilities Measured at Fair Value on a Recurring Basis | ||||||||||||||
November 30, | Quoted Prices in | Significant Other | Significant | |||||||||||
Active Markets | Observable Inputs | Unobservable | ||||||||||||
Inputs | ||||||||||||||
2013 | (Level 1) | (Level 2) | (Level 3) | |||||||||||
Restricted cash and cash equivalents held in Trust Account and accrued interest | $ | 42,744,108 | $ | 42,744,108 | $ | - | $ | |||||||
Warrant Liability | $ | 14,270,000 | $ | - | $ | - | $ | 14,270,000 | ||||||
February 28, | Quoted Prices in | Significant Other | Significant | |||||||||||
Active Markets | Observable Inputs | Unobservable | ||||||||||||
Inputs | ||||||||||||||
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 | $ | - | $ | |||||||
Warrant Liability | $ | 10,969,000 | $ | - | $ | - | $ | 10,969,000 | ||||||
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. | ||||||||||||||
The table below provides a reconciliation of the beginning and ending balances for the warrant liability measured using significant unobservable inputs (Level 3): | ||||||||||||||
Balance – February 28, 2013 | $ | 10,969,000 | ||||||||||||
Fair Value adjustment | 3,301,000 | |||||||||||||
Balance – November 30, 2013 | $ | 14,270,000 | ||||||||||||
Fair Value Warrant Liability [Policy Text Block] | ' | |||||||||||||
Warrant liability | ||||||||||||||
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. | ||||||||||||||
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. | ||||||||||||||
The inputs to the model were as follows: | ||||||||||||||
November | February 28, | |||||||||||||
30, 2013 | 2013 | |||||||||||||
The Company’s stock price | $ | 10.17 | $ | 9.9 | ||||||||||
Dividend yield (per share) | N/A | N/A | ||||||||||||
Risk-free interest rate | 0.56 | % | 0.77 | % | ||||||||||
Expected term | 3.08 years | 3.84 years | ||||||||||||
Expected volatility rate | 15 | % | 17 | % | ||||||||||
Common Stock Possible Conversion [Policy Text Block] | ' | |||||||||||||
Ordinary shares subject to possible conversion | ||||||||||||||
The Company accounted 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 featured certain conversion rights that were considered by the Company to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly at November 30, 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. | ||||||||||||||
Use of Estimates, Policy [Policy Text Block] | ' | |||||||||||||
Use of Estimates | ||||||||||||||
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 options issued to the underwriter in the Public Offering. | ||||||||||||||
New Accounting Pronouncements, Policy [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 condensed consolidated financial statements. | ||||||||||||||
Subsequent Events, Policy [Policy Text Block] | ' | |||||||||||||
Subsequent Events | ||||||||||||||
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, other than the Merger Agreement discussed in Note 9, have occurred that would require recognition in the condensed consolidated financial statements. | ||||||||||||||
Significant_Accounting_Policie2
Significant Accounting Policies (Tables) | 9 Months Ended | |||||||||||||
Nov. 30, 2013 | ||||||||||||||
Accounting Policies [Abstract] | ' | |||||||||||||
Fair Value, Assets Measured on Recurring Basis [Table Text Block] | ' | |||||||||||||
Assets and Liabilities Measured at Fair Value on a Recurring Basis | ||||||||||||||
November 30, | Quoted Prices in | Significant Other | Significant | |||||||||||
Active Markets | Observable Inputs | Unobservable | ||||||||||||
Inputs | ||||||||||||||
2013 | (Level 1) | (Level 2) | (Level 3) | |||||||||||
Restricted cash and cash equivalents held in Trust Account and accrued interest | $ | 42,744,108 | $ | 42,744,108 | $ | - | $ | |||||||
Warrant Liability | $ | 14,270,000 | $ | - | $ | - | $ | 14,270,000 | ||||||
February 28, | Quoted Prices in | Significant Other | Significant | |||||||||||
Active Markets | Observable Inputs | Unobservable | ||||||||||||
Inputs | ||||||||||||||
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 | $ | - | $ | |||||||
Warrant Liability | $ | 10,969,000 | $ | - | $ | - | $ | 10,969,000 | ||||||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability [Table Text Block] | ' | |||||||||||||
The table below provides a reconciliation of the beginning and ending balances for the warrant liability measured using significant unobservable inputs (Level 3): | ||||||||||||||
Balance – February 28, 2013 | $ | 10,969,000 | ||||||||||||
Fair Value adjustment | 3,301,000 | |||||||||||||
Balance – November 30, 2013 | $ | 14,270,000 | ||||||||||||
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions [Table Text Block] | ' | |||||||||||||
The inputs to the model were as follows: | ||||||||||||||
November | February 28, | |||||||||||||
30, 2013 | 2013 | |||||||||||||
The Company’s stock price | $ | 10.17 | $ | 9.9 | ||||||||||
Dividend yield (per share) | N/A | N/A | ||||||||||||
Risk-free interest rate | 0.56 | % | 0.77 | % | ||||||||||
Expected term | 3.08 years | 3.84 years | ||||||||||||
Expected volatility rate | 15 | % | 17 | % | ||||||||||
Merger_Agreement_Tables
Merger Agreement (Tables) | 9 Months Ended | ||||||||||||||||
Nov. 30, 2013 | |||||||||||||||||
Reorganizations [Abstract] | ' | ||||||||||||||||
Schedule Of Forth Targets and Earn-out Shares [Table Text Block] | ' | ||||||||||||||||
The following table sets forth the targets and the number of Earnout Shares issuable to the former Tecnoglass Holding shareholders upon the achievement of such targets: | |||||||||||||||||
Ordinary Share | EBITDA Target | Number of Earnout Shares | |||||||||||||||
Price Target | |||||||||||||||||
Minimum | Maximum | Minimum | Maximum | ||||||||||||||
Fiscal year ending 12/31/14 | $ | 12.00 per share | $ | 30,000,000 | $ | 36,000,000 | 416,667 | 500,000 | |||||||||
Fiscal year ending 12/31/15 | $ | 13.00 per share | $ | 35,000,000 | $ | 40,000,000 | 875,000 | 1,000,000 | |||||||||
Fiscal year ending 12/31/16 | $ | 15.00 per share | $ | 40,000,000 | $ | 45,000,000 | 1,333,333 | 1,500,000 | |||||||||
Organization_Plan_of_Business_1
Organization, Plan of Business Operations (Details Textual) (USD $) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 9 Months Ended | 12 Months Ended | 26 Months Ended | |||
Mar. 22, 2012 | Mar. 30, 2012 | Nov. 30, 2013 | Nov. 30, 2012 | Feb. 29, 2012 | Nov. 30, 2013 | Nov. 30, 2012 | Feb. 28, 2013 | Nov. 30, 2013 | |
Organization, Consolidation and Presentation of Financial Statements And Going Concern [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Entity Incorporation, Date Of Incorporation | ' | ' | ' | ' | ' | 21-Sep-11 | ' | ' | ' |
Stock Issued During Period, Value, New Issues | $38,322,973 | ' | ' | ' | $25,000 | ' | ' | ' | ' |
Stock Issued During Period, Shares, New Issues | 4,000,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Proceeds from Issuance of Warrants | 2,400,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Proceeds From Additional Purchase Option | 500,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Stock Issued During Period Value New Issues Four | ' | 1,940,000 | ' | ' | ' | ' | ' | 1,940,000 | ' |
Cash and cash equivalents held in trust | ' | ' | 42,740,000 | ' | ' | 42,740,000 | ' | 42,740,000 | 42,740,000 |
Proceeds From Sale Of Insider Warrants and Additional Purchase Option | ' | ' | ' | ' | ' | 2,900,000 | ' | ' | ' |
Assets, Current | ' | ' | 14,067 | ' | ' | 14,067 | ' | 76,950 | 14,067 |
Working Capital Deficit | ' | ' | 476,501 | ' | ' | 476,501 | ' | ' | 476,501 |
Retained Earnings (Accumulated Deficit), Total | ' | ' | 15,194,574 | ' | ' | 15,194,574 | ' | ' | 15,194,574 |
Net Income (Loss) Attributable To Parent | ' | ' | -3,451,785 | 952,536 | -17,327 | -3,797,967 | -11,035,838 | -11,379,280 | -15,194,574 |
Accrued Interest On Cash and Cash Equivalents Held In Trust | ' | ' | $4,108 | ' | ' | $4,108 | ' | $27,991 | $4,108 |
Debt Instrument, Convertible, Conversion Price | ' | ' | $10.18 | ' | ' | $10.18 | ' | ' | $10.18 |
Threshold To Prevent Consummation Of Business Combination | ' | ' | ' | ' | ' | 87.50% | ' | ' | ' |
Significant_Accounting_Policie3
Significant Accounting Policies (Details) (USD $) | Nov. 30, 2013 | Feb. 28, 2013 |
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ' | ' |
Restricted cash and cash equivalents held in Trust Account and accrued interest | $42,744,108 | $42,767,991 |
Warrant Liability | 14,270,000 | 10,969,000 |
Fair Value, Inputs, Level 1 [Member] | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ' | ' |
Restricted cash and cash equivalents held in Trust Account and accrued interest | 42,744,108 | 42,767,991 |
Warrant Liability | 0 | 0 |
Fair Value, Inputs, Level 2 [Member] | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ' | ' |
Restricted cash and cash equivalents held in Trust Account and accrued interest | 0 | 0 |
Warrant Liability | 0 | 0 |
Fair Value, Inputs, Level 3 [Member] | ' | ' |
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | ' | ' |
Restricted cash and cash equivalents held in Trust Account and accrued interest | ' | ' |
Warrant Liability | $14,270,000 | $10,969,000 |
Significant_Accounting_Policie4
Significant Accounting Policies (Details 1) (USD $) | 9 Months Ended |
Nov. 30, 2013 | |
Fair Value, Measurement with Unobservable Inputs Reconciliation, Warrant Liability [Line Items] | ' |
Balance - February 28, 2013 | $10,969,000 |
Fair Value adjustment | 3,301,000 |
Balance - November 30, 2013 | $14,270,000 |
Significant_Accounting_Policie5
Significant Accounting Policies (Details 2) (USD $) | 9 Months Ended | 12 Months Ended | ||
Nov. 30, 2013 | Feb. 28, 2013 | Mar. 30, 2012 | Mar. 22, 2012 | |
Warrant liability [Line Items] | ' | ' | ' | ' |
The Company's stock price | $10.17 | $9.90 | $8 | $10 |
Dividend yield (per share) | $0 | $0 | ' | ' |
Risk-free interest rate | 0.56% | 0.77% | ' | ' |
Expected term | '3 years 29 days | '3 years 10 months 2 days | ' | ' |
Expected volatility rate | 15.00% | 17.00% | ' | ' |
Significant_Accounting_Policie6
Significant Accounting Policies (Details Textual) (USD $) | 9 Months Ended |
Nov. 30, 2013 | |
units | |
Significant Accounting Policies [Line Items] | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 3,674,999 |
Cash, FDIC Insured Amount | $250,000 |
Securities Held In Trust Account Maturity Period | 'less than 180 days. |
Contingent Effect Of Warrants To Purchase Ordinary Shares | 9,000,000 |
Contingent Effect Of Unit Purchase Options To Purchase Units | 900,000 |
IPO [Member] | ' |
Significant Accounting Policies [Line Items] | ' |
Warrant issued | 4,200,000 |
Private Placement [Member] | ' |
Significant Accounting Policies [Line Items] | ' |
Warrant issued | 4,800,000 |
Public_Offering_Details_Textua
Public Offering (Details Textual) (USD $) | 1 Months Ended | 9 Months Ended | 12 Months Ended | 26 Months Ended | ||
Mar. 22, 2012 | Mar. 30, 2012 | Nov. 30, 2013 | Nov. 30, 2012 | Feb. 28, 2013 | Nov. 30, 2013 | |
Public Offering [Line Items] | ' | ' | ' | ' | ' | ' |
Sale of units on March 22, 2012, net of underwriter's discount and offering expenses (in shares) | 4,000,000 | ' | ' | ' | ' | ' |
Class Of Warrant Or Right Redemption Price Per Warrant | ' | $0.01 | ' | ' | ' | ' |
Underwriting Discount Percentage | ' | ' | 3.00% | ' | ' | ' |
Underwriting Discount Amount | ' | $60,000 | $1,200,000 | ' | ' | ' |
Sale of units on March 30, 2012, net of underwriter's discount (in shares) | ' | 200,000 | ' | ' | ' | ' |
Class of Warrant or Right, Exercise Price of Warrants or Rights | ' | $10 | $14 | ' | ' | $14 |
Proceeds from Over Allotment, net of offering costs of $60,000 | ' | ' | 0 | 1,940,000 | ' | 1,940,000 |
Share Price | $10 | $8 | $10.17 | ' | $9.90 | $10.17 |
Warrants and Rights Outstanding | ' | ' | 6,434,000 | ' | 4,907,000 | 6,434,000 |
Fair Value Assumptions, Expected Volatility Rate | ' | ' | 15.00% | ' | 17.00% | ' |
Fair Value Assumptions, Risk Free Interest Rate | ' | ' | 0.56% | ' | 0.77% | ' |
Fair Value Assumptions, Expected Term | ' | ' | '3 years 29 days | ' | '3 years 10 months 2 days | ' |
Early Bird Capital Inc [Member] | ' | ' | ' | ' | ' | ' |
Public Offering [Line Items] | ' | ' | ' | ' | ' | ' |
Issuance Of Unit Purchase Option, Share | ' | ' | 400,000 | ' | ' | ' |
Issuance Of Unit Purchase Option, Value | ' | ' | 100 | ' | ' | ' |
Issuance Of Additional Purchase Option, Share | ' | ' | 500,000 | ' | ' | ' |
Issuance Of Additional Purchase Option, Value | ' | ' | 500,000 | ' | ' | ' |
Unit Purchase Option [Member] | Early Bird Capital Inc [Member] | ' | ' | ' | ' | ' | ' |
Public Offering [Line Items] | ' | ' | ' | ' | ' | ' |
Exercise Price Per Unit | ' | ' | $11 | ' | ' | ' |
Unit Purchase Option Fair Value Disclosure | ' | ' | 1,178,000 | ' | ' | 1,178,000 |
Share Price | ' | ' | $2.95 | ' | ' | $2.95 |
Fair Value Assumptions, Expected Volatility Rate | ' | ' | 35.00% | ' | ' | ' |
Fair Value Assumptions, Risk Free Interest Rate | ' | ' | 1.13% | ' | ' | ' |
Fair Value Assumptions, Expected Term | ' | ' | '5 years | ' | ' | ' |
Additional Purchase Option [Member] | Early Bird Capital Inc [Member] | ' | ' | ' | ' | ' | ' |
Public Offering [Line Items] | ' | ' | ' | ' | ' | ' |
Exercise Price Per Unit | ' | ' | $10 | ' | ' | ' |
Unit Purchase Option Fair Value Disclosure | ' | ' | $1,638,000 | ' | ' | $1,638,000 |
Share Price | ' | ' | $3.28 | ' | ' | $3.28 |
Fair Value Assumptions, Expected Volatility Rate | ' | ' | 35.00% | ' | ' | ' |
Fair Value Assumptions, Risk Free Interest Rate | ' | ' | 1.13% | ' | ' | ' |
Fair Value Assumptions, Expected Term | ' | ' | '5 years | ' | ' | ' |
Insider_Warrants_Details_Textu
Insider Warrants (Details Textual) (USD $) | 1 Months Ended | 9 Months Ended | |||
Mar. 22, 2012 | Nov. 30, 2013 | Feb. 28, 2013 | Nov. 30, 2013 | Feb. 28, 2013 | |
Insider Warrant [Member] | Insider Warrant [Member] | ||||
units | |||||
Insider Warrants [Line Items] | ' | ' | ' | ' | ' |
Warrant issued | ' | ' | ' | 4,800,000 | ' |
Class of Warrant or Right, Exercise Price of Warrants or Rights | ' | ' | ' | 0.5 | ' |
Proceeds from Issuance of Warrants | $2,400,000 | ' | ' | $2,400,000 | ' |
Warrants and Rights Outstanding | ' | $6,434,000 | $4,907,000 | $7,836,000 | $6,062,000 |
Note_Payable_to_Shareholder_an1
Note Payable to Shareholder and Advance from Shareholder (Details Textual) (USD $) | 1 Months Ended | 0 Months Ended | 9 Months Ended | 26 Months Ended | |||||
20-May-13 | Mar. 15, 2012 | Nov. 30, 2013 | Nov. 30, 2012 | Nov. 30, 2013 | Feb. 28, 2013 | Nov. 08, 2011 | Jan. 15, 2014 | 20-May-13 | |
Subsequent Event [Member] | Family Investment Trust [Member] | ||||||||
Note Payable to Shareholder and Advance from Shareholders [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Note payable to shareholder | ' | ' | $100,000 | ' | $100,000 | $0 | $100,000 | ' | ' |
Exchange Fees | ' | 71,250 | ' | ' | ' | ' | ' | ' | ' |
Notes Payable, Current | ' | ' | ' | ' | ' | ' | ' | ' | 100,000 |
Debt Instrument, Convertible, Conversion Price | ' | ' | $10.18 | ' | $10.18 | ' | ' | ' | $0.50 |
Debt Conversion, Converted Instrument, Warrants or Options Issued | 200,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Repayment To Advance From Shareholder | ' | ' | ' | ' | ' | ' | ' | 70,500 | ' |
Proceeds from advance from shareholder | ' | ' | $150,000 | $0 | $0 | ' | ' | ' | ' |
Commitments_and_Contingency_De
Commitments and Contingency (Details Textual) (USD $) | 1 Months Ended | 9 Months Ended | ||
Aug. 03, 2012 | Nov. 30, 2013 | Sep. 04, 2012 | Nov. 30, 2013 | |
Early Bird Capital Inc [Member] | Morgan Joseph Triartisan Llc [Member] | Correval S.A [Member] | ||
Commitments and Contingencies [Line Items] | ' | ' | ' | ' |
Investment Banking Fee | ' | $1,610,000 | $500,000 | ' |
Non-exclusive Financial Services Agreement Description | ' | ' | ' | 'The agreement with Correval provided that upon consummation of the Business Combination, the Company would pay Correval an amount equal to 0.8% of all amounts retained in Andinas trust fund after taking into account shareholders who elected to have their shares converted to cash in accordance with the provisions of the Companys second amended and restated memorandum and articles of association. |
Payment For Non Exclusive Financial Services | $210,744 | ' | ' | ' |
Investment_in_Trust_Account_De
Investment in Trust Account (Details Textual) (USD $) | Nov. 30, 2013 | Feb. 28, 2013 |
Investment in Trust Account [Line Items] | ' | ' |
Cash and cash equivalents held in trust | $42,740,000 | $42,740,000 |
Cash held in trust account | 4,108 | 27,991 |
US Treasury Bill Securities [Member] | ' | ' |
Investment in Trust Account [Line Items] | ' | ' |
Investment securities in the company's Trust Account | $42,740,000 | ' |
Shareholders_Equity_Details_Te
Shareholders' Equity (Details Textual) (USD $) | 1 Months Ended | 6 Months Ended | 26 Months Ended | ||||
Mar. 22, 2012 | Feb. 29, 2012 | Nov. 30, 2013 | Feb. 28, 2013 | 1-May-12 | Mar. 30, 2012 | Mar. 09, 2012 | |
Schedule of Stockholders Equity [Line Items] | ' | ' | ' | ' | ' | ' | ' |
Preferred shares, shares authorized | ' | ' | 1,000,000 | 1,000,000 | ' | ' | ' |
Preferred shares, par value (in dollars per share) | ' | ' | $0.00 | $0.00 | ' | ' | ' |
Preferred shares, shares outstanding | ' | ' | 0 | 0 | ' | ' | ' |
Ordinary shares, shares authorized | ' | ' | 100,000,000 | 100,000,000 | ' | ' | ' |
Ordinary shares, par value (in dollars per share) | ' | ' | $0.00 | $0.00 | ' | ' | ' |
Share issued to initial share holder | ' | ' | 1,437,500 | ' | ' | ' | ' |
Ordinary shares, purchase price one issued to initial share holder (in dollars per share) | ' | $0.02 | ' | ' | ' | ' | ' |
Shares forfeitured issued to initial share holder | ' | ' | ' | ' | 100,000 | 100,000 | ' |
Issued and outstanding shares percentage issued to initial share holder | ' | 20.00% | ' | ' | ' | ' | ' |
Shares cancelled issued to initial share holder | ' | ' | ' | ' | ' | ' | 287,500 |
Balance owned by initial share holder (in shares) | ' | ' | ' | ' | ' | 1,050,000 | ' |
Shares Subject To Forfeitured | ' | 150,000 | ' | ' | ' | ' | ' |
Stock Issued During Period, Value, New Issues | $38,322,973 | $25,000 | ' | ' | ' | ' | ' |
Merger_Agreement_Details
Merger Agreement (Details) (USD $) | 9 Months Ended |
Nov. 30, 2013 | |
Fiscal year ending 12-31-2014 [Member] | ' |
Agreement And Plan Of Reorganization [Line Items] | ' |
Ordinary Share Price Target | $12 |
Fiscal year ending 12-31-2015 [Member] | ' |
Agreement And Plan Of Reorganization [Line Items] | ' |
Ordinary Share Price Target | $13 |
Fiscal year ending 12-31-2016 [Member] | ' |
Agreement And Plan Of Reorganization [Line Items] | ' |
Ordinary Share Price Target | $15 |
Minimum [Member] | Fiscal year ending 12-31-2014 [Member] | ' |
Agreement And Plan Of Reorganization [Line Items] | ' |
EBITDA Target | $30,000,000 |
Number of Earnout Shares | 416,667 |
Minimum [Member] | Fiscal year ending 12-31-2015 [Member] | ' |
Agreement And Plan Of Reorganization [Line Items] | ' |
EBITDA Target | 35,000,000 |
Number of Earnout Shares | 875,000 |
Minimum [Member] | Fiscal year ending 12-31-2016 [Member] | ' |
Agreement And Plan Of Reorganization [Line Items] | ' |
EBITDA Target | 40,000,000 |
Number of Earnout Shares | 1,333,333 |
Maximum [Member] | Fiscal year ending 12-31-2014 [Member] | ' |
Agreement And Plan Of Reorganization [Line Items] | ' |
EBITDA Target | 36,000,000 |
Number of Earnout Shares | 500,000 |
Maximum [Member] | Fiscal year ending 12-31-2015 [Member] | ' |
Agreement And Plan Of Reorganization [Line Items] | ' |
EBITDA Target | 40,000,000 |
Number of Earnout Shares | 1,000,000 |
Maximum [Member] | Fiscal year ending 12-31-2016 [Member] | ' |
Agreement And Plan Of Reorganization [Line Items] | ' |
EBITDA Target | $45,000,000 |
Number of Earnout Shares | 1,500,000 |
Merger_Agreement_Details_Textu
Merger Agreement (Details Textual) (USD $) | Nov. 30, 2013 | Feb. 28, 2013 | Dec. 19, 2013 | Dec. 20, 2013 |
Subsequent Event [Member] | Subsequent Event [Member] | |||
Agreement And Plan Of Reorganization [Line Items] | ' | ' | ' | ' |
Number of Earnout Shares, Allocated | ' | ' | ' | 3,000,000 |
Number Of Ordinary Shares Subject To Adjustment | ' | ' | ' | 20,567,141 |
Conversion Price | ' | ' | ' | $10.18 |
Cash and Cash Equivalents Held In Trust | $42,740,000 | $42,740,000 | ' | $42,700,000 |
Payment For Transaction Expenses | ' | ' | ' | 3,100,000 |
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | ' | ' | 2,167,867 | ' |
Cash Penalty Per Security Transferred | ' | ' | $0.20 | ' |
Business Combination Contingent Consideration Shares Issuable | ' | ' | 890,000 | ' |
Shares Agreed To Be Purchased Under Subscription Agreements | ' | ' | 649,382 | ' |
Par Value Of Shares Agreed To Be Purchased Under Subscription Agreements | ' | ' | $10.18 | ' |
Value Of Shares Agreed To Be Purchased Under Subscription Agreements | ' | ' | 6,610,709 | ' |
Value Of Stock Converted To Cash | ' | ' | ' | $22,900,000 |
Number Of Shares Agreed To Purchase By Third Party | ' | ' | 1,000,000 | ' |
Number Of Shares Purchased By Third Party | ' | ' | 985,896 | ' |
Stock Converted to Cash | ' | ' | ' | 2,251,853 |