Document_And_Entity_Informatio
Document And Entity Information | 12 Months Ended |
Dec. 31, 2013 | |
Document Information [Line Items] | ' |
Document Type | '20-F |
Amendment Flag | 'false |
Document Period End Date | 31-Dec-13 |
Document Fiscal Year Focus | '2013 |
Document Fiscal Period Focus | 'FY |
Trading Symbol | 'AQUUU |
Entity Common Stock, Shares Outstanding | 7,305,500 |
Entity Registrant Name | 'Aquasition Corp. |
Entity Central Index Key | '0001546383 |
Current Fiscal Year End Date | '--12-31 |
Entity Well-known Seasoned Issuer | 'No |
Entity Voluntary Filers | 'No |
Entity Current Reporting Status | 'Yes |
Entity Filer Category | 'Non-accelerated Filer |
BALANCE_SHEETS
BALANCE SHEETS (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Current Assets: | ' | ' |
Cash and cash equivalents | $27,918 | $328,235 |
Prepaid expenses | 14,732 | 0 |
Interest on cash held in trust account | 7,972 | 0 |
Total Current Assets | 50,622 | 328,235 |
Investments held in trust | 57,168,785 | 57,168,785 |
Total Assets | 57,219,407 | 57,497,020 |
Current Liabilities: | ' | ' |
Accounts payable and accrued expenses (includes related party payable of $105,000 and $15,000 at December 31, 2013 and 2012, respectively) | 131,763 | 21,722 |
Accrued offering costs | 0 | 72,105 |
Loan payable - related party | 0 | 35,650 |
Advances from related party | 69,904 | 19,254 |
Total Current Liabilities | 201,667 | 148,731 |
Warrant liability | 3,432,440 | 3,386,998 |
Total Liabilities | 3,634,107 | 3,535,729 |
Commitment and Contingencies | ' | ' |
Common stock subject to possible redemption or tender: 4,995,000 shares at redemption value | 51,448,500 | 51,448,500 |
Stockholders' Equity: | ' | ' |
Preferred stock, $0.0001 par value; 5,000,000 shares authorized; none issued and outstanding | 0 | 0 |
Common stock, $0.0001 par value; 150,000,000 shares authorized; 2,310,500 shares issued and outstanding at December 31, 2013 and 2012, excluding 4,955,000 shares subject to redemption | 231 | 231 |
Additional paid-in capital | 5,621,277 | 5,621,277 |
Deficit accumulated during the development stage | -3,484,708 | -3,108,717 |
Total Stockholders' Equity | 2,136,800 | 2,512,791 |
Total Liabilities and Stockholders' Equity | $57,219,407 | $57,497,020 |
BALANCE_SHEETS_Parenthetical
BALANCE SHEETS (Parenthetical) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Accrued expenses, related party | $105,000 | $15,000 |
Common stock subject to possible redemption or tender, shares | 4,955,000 | 4,955,000 |
Preferred stock, par value (in dollars per share) | $0.00 | $0.00 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares, outstanding | 0 | 0 |
Common stock, par value (in dollars per share) | $0.00 | $0.00 |
Common stock, shares authorized | 150,000,000 | 150,000,000 |
Common stock, shares issued | 2,310,500 | 2,310,500 |
Common stock, shares, outstanding | 2,310,500 | 2,310,500 |
STATEMENTS_OF_OPERATIONS
STATEMENTS OF OPERATIONS (USD $) | 11 Months Ended | 12 Months Ended | 23 Months Ended | |||
Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2013 | ||||
Operating expenses: | ' | ' | ' | |||
General and administrative expenses | $48,388 | [1] | $338,521 | [1] | $386,909 | [1] |
Loss from operations | -48,388 | -338,521 | -386,909 | |||
Other income (expense): | ' | ' | ' | |||
Interest income | 3,785 | 7,972 | 11,757 | |||
Change in fair value of warrants | -3,064,114 | -45,442 | -3,109,556 | |||
Total other expense, net | -3,060,329 | -37,470 | -3,097,799 | |||
Net loss | ($3,108,717) | ($375,991) | ($3,484,708) | |||
Weighted average number of common shares outstanding, basic and diluted (in shares) | 1,548,405 | 2,310,500 | ' | |||
Net loss per common share outstanding, basic and diluted (in dollars per share) | ($2.01) | ($0.16) | ' | |||
[1] | Includes related party expenses of $90,000, $15,000 and $105,000 for the year ended December 31, 2013, the period from January 26, 2012 (inception) through December 31, 2012 and the period from January 26, 2012 (inception) through December 31, 2013, respectively. |
STATEMENTS_OF_OPERATIONS_Paran
STATEMENTS OF OPERATIONS (Paranthetical) (USD $) | 11 Months Ended | 12 Months Ended | 23 Months Ended |
Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2013 | |
Related Party Transaction, Selling, General and Administrative expenses | $15,000 | $90,000 | $105,000 |
STATEMENTS_OF_CHANGES_IN_STOCK
STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (USD $) | Total | Common Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit during Development Stage [Member] |
Balance at Jan. 25, 2012 | ' | ' | ' | ' |
Sale on March 15, 2012 of common stock to Founders at $0.02 per share | 25,000 | 144 | 24,856 | 0 |
Sale on March 15, 2012 of common stock to Founders at $0.02 per share (in shares) | ' | 1,437,500 | ' | ' |
Sale on November 1, 2012 of 5,000,000 units at $10.00 per unit | 50,000,000 | 500 | 49,999,500 | 0 |
Sale on November 1, 2012 of 5,000,000 units at $10.00 per unit (in shares) | ' | 5,000,000 | ' | ' |
Proceeds from private placement of 337,750 units on November 1, 2012 at $10.00 per unit | 3,377,500 | 34 | 3,377,466 | 0 |
Proceeds from private placement of 337,750 units on November 1, 2012 at $10.00 per unit (in shares) | ' | 337,750 | ' | ' |
Sale on November 7, 2012 of 550,000 units at $10.00 per unit | 5,500,000 | 55 | 5,499,945 | 0 |
Sale on November 7, 2012 of 550,000 units at $10.00 per unit (in shares) | ' | 550,000 | ' | ' |
Warrant liability recorded on November 7, 2012 | -322,884 | 0 | -322,884 | 0 |
Underwriters' discount and offering expenses | -1,812,208 | 0 | -1,812,208 | 0 |
Sale on November 1, 2012 of underwriters unit purchase option | 100 | 0 | 100 | 0 |
Proceeds from private placement of 30,250 units on November 7, 2012 at $10.00 per unit | 302,500 | 3 | 302,497 | 0 |
Proceeds from private placement of 30,250 units on November 7, 2012 at $10.00 per unit (in shares) | ' | 30,250 | ' | ' |
Proceeds subject to possible redemption of 4,500,000 shares on November 1, 2012 | -46,350,000 | -450 | -46,349,550 | 0 |
Proceeds subject to possible redemption of 4,500,000 shares on November 1, 2012 (in shares) | ' | -4,500,000 | ' | ' |
Proceeds subject to possible redemption of 495,000 shares on November 7, 2012 | -5,098,500 | -50 | -5,098,450 | 0 |
Proceeds subject to possible redemption of 495,000 shares on November 7, 2012 (in shares) | ' | -495,000 | ' | ' |
Forfeiture of common stock issued to Founders on December 15, 2012 | 0 | -5 | 5 | 0 |
Forfeiture of common stock issued to Founders on December 15, 2012 (in shares) | ' | -50,000 | ' | ' |
Net loss | -3,108,717 | 0 | 0 | -3,108,717 |
Balance at Dec. 31, 2012 | 2,512,791 | 231 | 5,621,277 | -3,108,717 |
Balance (in shares) at Dec. 31, 2012 | ' | 2,310,500 | ' | ' |
Net loss | -375,991 | ' | ' | -375,991 |
Balance at Dec. 31, 2013 | $2,136,800 | $231 | $5,621,277 | ($3,484,708) |
Balance (in shares) at Dec. 31, 2013 | ' | 2,310,500 | ' | ' |
STATEMENTS_OF_CHANGES_IN_STOCK1
STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (Parenthetical) (USD $) | 0 Months Ended | 1 Months Ended | |
Nov. 07, 2012 | Mar. 15, 2012 | Nov. 01, 2012 | |
Common stock issued to Founders per share | ' | $0.02 | ' |
Stock issued on November 1, 2012 | ' | ' | $10 |
Stock issued to private placement on November 1, 2012 | ' | ' | $10 |
Stock issued on November 7, 2012 | $10 | ' | ' |
Stock issued to private placement on November 7, 2012 | $10 | ' | ' |
STATEMENTS_OF_CASH_FLOWS
STATEMENTS OF CASH FLOWS (USD $) | 11 Months Ended | 12 Months Ended | 23 Months Ended |
Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2013 | |
Cash Flows from operating activities: | ' | ' | ' |
Net loss | ($3,108,717) | ($375,991) | ($3,484,708) |
Adjustments to reconcile net loss to net cash used in operating activities: | ' | ' | ' |
Change in fair value of warrant liability | 3,064,114 | 45,442 | 3,109,556 |
Interest reinvested into Trust Account | -3,785 | -7,972 | -11,757 |
Changes in operating assets and liabilities: | ' | ' | ' |
Prepaid expenses | ' | -14,732 | -14,732 |
Accounts payable and accrued expenses | 21,722 | 110,041 | 131,763 |
Net cash used in operating activities | -26,666 | -243,212 | -269,878 |
Cash flows from investing activities: | ' | ' | ' |
Principal deposited in Trust Account | -57,165,000 | 0 | -57,165,000 |
Net cash used in investing activities | -57,165,000 | 0 | -57,165,000 |
Cash flows from financing activities: | ' | ' | ' |
Proceeds from sale of common stock to sponsor | 25,000 | 0 | 25,000 |
Proceeds from loan payable - related party | 85,650 | 0 | 85,650 |
Repayment of loan payable - related party | -50,000 | -35,650 | -85,650 |
Advance from related party | 95,934 | 50,650 | 146,584 |
Repayment of advance from related party | -76,680 | 0 | -76,680 |
Net proceeds from public offering | 53,759,897 | 0 | 53,759,897 |
Proceeds from underwriters unit purchase option | 100 | 0 | 100 |
Gross proceeds from private placement | 3,680,000 | 0 | 3,680,000 |
Payment of offering costs | 0 | -72,105 | -72,105 |
Net cash (used in) provided by financing activities | 57,519,901 | -57,105 | 57,462,796 |
Increase in cash during period | 328,235 | -300,317 | 27,918 |
Cash at beginning of period | 0 | 328,235 | 0 |
Cash at end of period | 328,235 | 27,918 | 27,918 |
Supplemental disclosure of non-cash financing activities: | ' | ' | ' |
Accrued offering cost | $72,105 | $0 | $72,105 |
Organization_Plan_of_Business_
Organization, Plan of Business Operations and Liquidity | 12 Months Ended |
Dec. 31, 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 and Liquidity | |
Aquasition Corp. (a development stage company) (the “Company”) was incorporated in the Marshall Islands on January 26, 2012 as a blank check company whose objective is to acquire, through a merger, capital stock exchange, asset acquisition, stock purchase or other similar acquisition transaction, one or more operating businesses or assets (an “Acquisition Transaction”). The Company’s initial Acquisition Transaction is not limited to any specific geographic region or industry. However, the Company intends to focus on operating businesses and assets in the international maritime transportation, offshore and related maritime services industries, especially those requiring energy, commodity, and transportation of logistics expertise. See Note 8 for a discussion of the share exchange agreement entered into on March 24, 2014. | |
The accompanying 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”) and pursuant to the accounting and disclosure rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”). The Company is a foreign private issuer (“FPI”), as defined by the rules and regulations of the SEC. | |
As of December 31, 2013, the Company had not yet commenced operations. All activity through November 1, 2012 relates to the Company’s formation and the public offering as described below. Subsequent to November 1, 2012, the Company is seeking to identify acquisition targets. | |
The Company is considered to be a development stage company and, as such, the Company’s financial statements are prepared in accordance with the Accounting Standards Codification (“ASC”) Topic 915 “Development Stage Entities.” The Company is subject to the risks associated with development stage companies. | |
The registration statement for the Company’s initial public offering (“Public Offering”) was declared effective on October 25, 2012. On November 1, 2012, the Company consummated the Public Offering and received proceeds, net of underwriter’s discount and offering expenses, of $48,187,792 and simultaneously received $3,377,500 from the issuance of 337,750 units (“Placement Units”) in a private placement (the “Private Placement”) (See Note 3). | |
The Company granted the underwriter in the Public Offering a 45-day option to purchase up to an additional 750,000 units (“Units”) solely to cover over-allotments, if any. On November 7, 2012, the underwriters exercised a portion of their option and the Company sold an additional 550,000 Units at a price of $10.00 per Unit, generating gross proceeds of $5,500,000. In addition, the Company sold an additional 30,250 Private Placement Units, generating gross proceeds of $302,500. | |
The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Public Offering and the Private Placement, although substantially all of the net proceeds are intended to be applied generally toward consummating an Acquisition Transaction. There is no assurance that the Company will be able to affect an Acquisition Transaction successfully. Upon the closing of the Public Offering, $57,165,000 ($10.30 per public share sold), including the proceeds of the Private Placement, was placed in a trust account (the “Trust Account”) and will be invested in United States government treasury bills having a maturity of 180 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act of 1940, as amended, that invest solely in U.S. treasuries until the earlier of the consummation of the Company’s initial Acquisition Transaction and the Company’s failure to consummate an Acquisition Transaction within the prescribed time. | |
Placing funds in the Trust Account may not protect those funds from third party claims against the Company. Although the Company will seek to have all vendors, service providers, prospective target businesses or other entities it engages, execute agreements with the Company waiving any claim of any kind in or to any monies held in the Trust Account, there is no guarantee that such persons will execute such agreements. The Company’s sponsor, officers and director’s (collectively referred to as the “Founders”) have agreed that they will be jointly and severally liable under certain circumstances to ensure that the proceeds in the Trust Account are not reduced by the claims of target businesses or vendors or other entities that are owed money by the Company for services rendered, contracted for or products sold to the Company. However, they may not be able to satisfy those obligations should they arise. The remaining net proceeds (not held in the Trust Account) may be used to pay for business, legal and accounting due diligence on prospective acquisitions and continuing general and administrative expenses. In addition, (1) interest income on the funds held in the Trust Account can be released to the Company to pay its income and other tax obligations and (2) interest income on the funds held in the Trust Account can be released to the Company to pay for its working capital requirements in connection with searching for an Acquisition Transaction. | |
The Company’s units are listed on the Nasdaq Capital Market (“Nasdaq”). Pursuant to the Nasdaq listing rules, the target business or businesses that the Company completes an Acquisition Transaction with must collectively have a fair market value equal to at least 80% of the balance of the funds in the Trust Account (less deferred underwriting discounts and taxes) at the time of the execution of a definitive agreement for its initial Acquisition Transaction, although the Company may acquire a target business whose fair market value significantly exceeds 80% of the Trust Account balance. | |
The Company was required to determine if it was a FPI under Rule 3b4(d) of the Exchange Act, as of a date within 30 days of the filing of the Registration Statement with the SEC for the Public Offering. The Company determined it was a FPI prior to the filing of the Registration Statement. As a FPI, the Company will be required to comply with the tender offer rules in connection with its initial Acquisition Transaction. The Company is required to determine its status as a FPI on an ongoing basis for all subsequent fiscal years as of the last day of its most recently completed second fiscal quarter. On such date, if the Company no longer qualifies as a FPI (as set forth in Rule 3b4 of the Exchange Act), the Company will then become subject to the U.S. domestic issuer rules as of the first day of its fiscal year following the determination date. | |
The Company, after signing a definitive agreement for the acquisition of a target business, is required to provide shareholders who acquired shares in the Public Offering (“Public Shareholders”) with the opportunity to sell their public shares to the Company for a pro rata share of the Trust Account by means of a tender offer (or it may have the option of conducting redemptions in conjunction with a proxy solicitation pursuant to the proxy rules if the Company is no longer a FPI). Each Public Shareholder will be entitled to receive a full pro rata portion of the amount then in the Trust Account ($10.30 per share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company or necessary to pay its taxes). The Company will consummate an initial Acquisition Transaction only if holders of no more than 90% of the public shares elect to convert (in the case of a shareholder meeting) or sell their shares to the Company (in the case of a tender offer) and, solely if the Company seeks shareholder approval, a majority of the outstanding shares of common stock voted are voted in favor of the Acquisition Transaction. Notwithstanding the foregoing, the Amended and Restated Articles of Incorporation of the Company provides that a Public Shareholder, together with any other person with whom such Public Shareholder is acting in concert or as a “group” (within the meaning of Section 13 of the Securities Act of 1934, as amended), will be restricted from seeking conversion rights with respect to an aggregate of more than 20% of the shares of common stock sold in the Public Offering. A group will be deemed to exist if the Public Shareholder (i) files a Schedule 13D or 13G indicating the presence of a group or (ii) acknowledge to the Company that they are acting, or intend to act as a group. In connection with any stockholder vote required to approve an Acquisition Transaction, the Founders agreed (1) to vote any of their shares in the same manner as a majority of the Public Shareholders who vote at a meeting called for such purpose and (2) not to redeem any of their shares. In connection with a tender offer, the Founders will not sell any of their shares to the Company pursuant to any tender offer described above. In addition, the Founders or any of their affiliates have agreed that if they acquire any shares of common stock in or after the Public Offering, they will vote all such shares in favor of any Acquisition Transaction presented to the Company’s stockholders by the board of directors, and not to exercise any redemption rights in connection with any shares of common stock held by such person. | |
The Company’s Amended and Restated Articles of Incorporation provide that the Company will continue in existence only until May 1, 2014 (or August 1, 2014 if certain extension criteria are satisfied). If the Company has not completed an Acquisition Transaction by such date, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible release to the Public Shareholders, the aggregate amount then on deposit in the Trust Account, including any interest and the deferred underwriters discount but net of any taxes payable and any remaining net assets, and (iii) as promptly as possible dissolve and liquidate, subject (in the case of (ii) and (iii) above) to the Company’s obligations under Marshall Islands law to provide for claims of creditors and requirements of other applicable law. In such event, the Public Shareholders will be entitled to receive a pro rata portion of the Trust Account (initially $10.30 per share, plus any pro rata interest earned on the funds held in the Trust Account not previously released to the Company). | |
The Company anticipates that in order to fund its working capital requirements, the Company will need to use all of the remaining funds not held in the Trust Account, the interest earned on the funds held in the Trust Account, as well as entering into contingent fee arrangements with its vendors. The Company will need to raise additional capital through loans or additional investments from its Founders or third parties. None of the Founders are under any obligation to advance funds to, or to invest in, the Company. Accordingly, the Company may not be able to obtain additional financing. If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of its business plan, and reducing overhead expenses. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of these uncertainties. | |
Significant_Accounting_Policie
Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2013 | |
Accounting Policies [Abstract] | ' |
Significant Accounting Policies [Text Block] | ' |
Note 2 - Significant Accounting Policies | |
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. | |
Investment Held in Trust | |
The amounts held in the Trust Account represent substantially all of the proceeds of the Public Offering and are classified as restricted assets since such amounts can only be used by the Company in connection with the consummation of an Acquisition Transaction. The funds held in the Trust Account are invested primarily in highly liquid treasury bills. | |
Loss Per Share | |
Basic loss per share is computed by dividing net loss by the weighted-average number of shares of common stock outstanding during the period. Shares of common stock subject to possible redemption at December 31, 2013 and 2012 of 4,995,000 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. Loss per share assuming dilution would give effect to dilutive options, warrants, and other potential shares of common stock outstanding during the period. The Company has not considered the effect of warrants to purchase 5,918,000 shares of common stock and an option to purchase 250,000 units in the calculation of diluted loss per share, since the exercise of the warrants and the option is contingent upon the occurrence of future events. | |
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 revenue and expenses during the reporting period. | |
Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from our estimates. Significant estimates include the valuation of the warrant liability and the value of the common stock subject to possible redemption or tender. | |
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. As of December 31, 2013, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. | |
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 period, disclosure and transition. The Company has identified the Marshall Islands as its only ‘‘major’’ tax jurisdiction, as defined. Based on the Company’s evaluation, it has been concluded that there are not significant uncertain tax positions requiring recognition in the Company’s financial statements. The Company believes that its income tax positions and deductions would be sustained on audit and does not anticipate any adjustments that would result in a material changes to its financial position. | |
The Company’s policy for recording interest and penalties associated with audits is to record them at such times as a component of income tax expense. There were no amounts accrued for penalties or interest as of or during the year ended December 31, 2013 and the period from January 26, 2012 (inception) through December 31, 2012. Management is currently unaware of any issues under review that could result in significant payments, accruals or material deviations from its position. | |
The Company’s tax returns from inception are open and subject to examination. | |
Common Stock subject to possible Redemption or Tender | |
There are 4,995,000 shares of common stock sold as part of units (the “Units”) issued in the Public Offering, which shares contained a redemption feature which allowed for the redemption of shares of common stock under the Company's Liquidation or Tender Offer/Stockholder Approval provisions. In accordance with ASC 480, “Distinguishing Liabilities from Equity” (“ASC 480”) redemption provisions not solely within the control of the Company require the security to be classified outside of permanent equity. Ordinary liquidation events, which involve the redemption and liquidation of all of the entity's equity instruments, are excluded from the provisions of ASC 480. Although the Company did not specify a maximum redemption threshold, its Amended and Restated Articles of Incorporation provides that in no event will they redeem its public shares in an amount that would cause its net tangible assets (stockholders’ equity) to be less than $5,000,001. The Company will consummate an initial Acquisition Transaction only if holders of no more than 90% of the public shares elect to convert (in the case of a shareholder meeting) or sell their shares to the Company (in the case of a tender offer) and, solely if the Company seeks shareholder approval, a majority of the outstanding shares of common stock voted are voted in favor of the Acquisition Transaction. | |
Accordingly, at December 31, 2013 and 2012, 4,995,000 of the 5,500,000 public shares were classified outside of permanent equity at its redemption value because the redemption rights are subject to the occurrence of uncertain events that are outside of the Company’s control. The redemption value at December 31, 2013 was equal to approximately the pro rata share of the aggregate amount then on deposit in the Trust Account ($10.30 per share at December 31, 2013 and 2012). | |
Fair Value of Financial Instruments | |
Unless otherwise disclosed, the fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurements and Disclosures” (“ASC 820”), approximates the carrying amounts represented in the accompanying balance sheets. | |
Recent Accounting Pronouncements | |
Management does not believe that any other recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements. | |
Subsequent Events | |
Management has evaluated subsequent events that have occurred after the balance sheet date through the date the financial statements were publically available to determine if events or transactions occurring after the balance sheet date require potential adjustment to or disclosure in the financial statements and has concluded that no subsequent events have occurred that would require recognition in the financial statements or disclosure in the notes to the financial statements, except as described in Note 8. | |
Warrant Liability | |
The Company accounts for the 5,550,000 warrants issued in connection with the Public Offering and the 368,000 warrants issued in connection with the Private Placement in accordance with the guidance contained in ASC 815, “Derivatives and Hedging,” 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 instruments as a liability at its fair value and adjusts the instruments 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. | |
Initial_Public_Offering
Initial Public Offering | 12 Months Ended |
Dec. 31, 2013 | |
Initial Public Offering [Abstract] | ' |
Initial Public Offering Disclosure [Text Block] | ' |
Note 3 - Initial Public Offering | |
On November 1, 2012, the Company sold 5,000,000 Units at an offering price of $10.00 per Unit generating gross proceeds of $50,000,000 in the Public Offering. Each Unit consists of one share of common stock of the Company and one warrant to purchase one share of common stock of the Company (“Redeemable Warrants”). Each Redeemable Warrant entitles the holder to purchase one share of common stock at a price of $11.50 commencing on the later of the completion of an initial Acquisition Transaction and October 24, 2013 and expiring five years from the completion of an initial Acquisition Transaction, provided that there is an effective registration statement covering the shares of common stock underlying the Redeemable Warrants. The Company may redeem the Redeemable Warrants at a price of $0.01 per Redeemable Warrant upon 30 days’ notice, only in the event that the last sale price of the common stock is at least $17.50 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, provided that there is a current registration statement in effect with respect to the shares of common stock underlying such Redeemable Warrants commencing ten days prior to the 30-Day Trading Period and continuing each day thereafter until the date of redemption. The Company is required to use its best efforts to maintain the effectiveness of the registration statement covering the Redeemable Warrants. However, 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 Redeemable Warrant shall not be entitled to exercise such Redeemable 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 Redeemable Warrant exercise. | |
Simultaneously with the consummation of the Public Offering, the Company consummated the Private Placement with the sale of 337,750 Placement Units to its Founders at a price of $10.00 per share, generating total proceeds of $3,377,500. The Placement Units are identical to the Units sold in the Public Offering except that the warrants included in the Placement Units (i) will not be redeemable by the Company and (ii) may be exercised for cash or on a cashless basis, so long as they are held by the initial purchaser or any of its permitted transferees. Additionally, the Placement Units have been placed in escrow and the purchasers have agreed not to transfer, assign or sell any of the Placement Units, including the underlying securities (except to certain permitted transferees) until 30 days following the completion of an initial Acquisition Transaction. The securities held in the escrow account will only be released prior to the end of the escrow period if following the initial Acquisition Transaction, the Company consummates a subsequent transaction that results in all stockholders having a right to exchange their shares for cash or other consideration. | |
The Company sold to the underwriter, for $100, an option to purchase up to 250,000 units at $12.50 per unit. The units issuable upon exercise of this option are identical to those sold in the Public Offering except that the underlying warrants will expire on October 25, 2017. The underwriter’s unit purchase option will be exercisable starting on the later of the completion of an initial Acquisition Transaction and October 24, 2013 and expiring on October 24, 2017. 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 stockholders’ equity. The Company estimated that the fair value of this unit purchase option is approximately $617,960 (or $2.47 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 1.05% and (3) expected life of five years. The unit purchase option may be exercised for cash or on a cashless basis, at the holder’s option, such that the holder may use the appreciated value of the unit purchase option (the difference between the exercise prices of the unit purchase option and the underlying Redeemable Warrants and the market price of the Units and underlying shares of common stock) to exercise the unit purchase option without the payment of any cash. The Company has the right to redeem the unit purchase option, in whole but not in part, in the event the Company’s shares of common stock trade in excess of $18.00 for any 20 trading days in a 30-day period following the completion of an initial Acquisition Transaction. If upon completion of an Acquisition Transaction, the Founders are required to cancel any Founder’s shares or Placement Units, and such securities are not replaced following the Acquisition Transaction, the number of units that may be purchased upon the exercise of the unit purchase option will be reduced on a pro-rata basis with the reduction in Founder’s shares and Placement Units. | |
The Company granted the underwriter in the Public Offering a 45-day option to purchase up to an additional 750,000 Units solely to cover over-allotments, if any. On November 7, 2012, the underwriters exercised a portion of their option and the Company sold an additional 550,000 Units at a price of $10.00 per Unit generating gross proceeds of $5,500,000. In addition, the Company sold an additional 30,250 Private Placement Units generating gross proceeds of $302,500. | |
Commitments
Commitments | 12 Months Ended |
Dec. 31, 2013 | |
Commitments and Contingencies Disclosure [Abstract] | ' |
Commitments Disclosure [Text Block] | ' |
Note 4 - Commitments | |
The Founder and holders of the Private Placement Units (or underlying shares of common stock) are entitled to demand certain registration rights with respect to the Founders’ shares and the Private Placement Units (or underlying shares of common stock) as well as any other warrants that may be issued to them (or underlying shares of common stock) pursuant to an agreement signed on the October 25, 2012. | |
The Company entered into an underwriting agreement with the underwriter of the Public Offering (the “Underwriting Agreement”). Pursuant to the Underwriting Agreement, the Company paid 2.5% of the gross proceeds of the Public Offering or $1,387,500 as underwriting discounts and commissions upon closing of the Public Offering. The Company will also pay the underwriter in the Public Offering a deferred underwriting discount of 2.5% of the gross proceeds of the Public Offering which is held in the Trust Account. The Underwriters will not receive their portion of their deferred underwriting discount related to redeemed or converted shares in connection with an Acquisition Transaction. | |
The Company presently occupies office space provided by Seacrest Shipping Co. Ltd., an affiliate of the Founders. Such affiliate has agreed that, until the Company consummates an Acquisition Transaction, it will make such office space, as well as certain office and secretarial services, available to the Company, as may be required by the Company from time to time. The Company has agreed to pay such affiliate $7,500 per month for such services commencing on November 1, 2012, provided however, that such affiliate has agreed that after four months the monthly fee will begin to accrue and will only be payable thereafter upon completion of an Acquisition Transaction. The Company incurred rent expense of $90,000 and $15,000 under this arrangement for the year ended December 31, 2013 and for the period from January 26, 2012 (inception) through December 31, 2012, respectively, which is included in general and administrative expenses in the accompanying statements of operations. The Company had an accrued related party expense balance under this arrangement of $105,000 and $15,000 as of December 31, 2013 and 2012, respectively, which is included in accounts payable and accrued expenses in the accompanying balance sheets. | |
Finder’s and Financial Services Agreements | |
On September 10, 2013, Aquasition entered into a Master Finder’s Fee Agreement (as amended from time to time, the “Finder’s Agreement”) with SNV Global Ltd. (“SNV”), pursuant to which SNV agreed to provide introductions to potential target companies to Aquasition, including KBS, among other services. Pursuant to an addendum to the Finder’s Agreement, dated February 26, 2014, the parties agreed that SNV would be entitled to a finder’s fee equal to 1.5% of the pre-closing equity value of Target, 1% to be paid in cash and 0.5% to be paid in newly issued shares of the combined company, payable if, and only if, an acquisition transaction with an introduced target is completed. If the combined company has less than $10 million unencumbered cash in the trust account as of the closing, then the combined company may elect to pay the cash portion of the finder’s fee in cash, newly issued shares or a combination thereof. | |
On May 8, 2014, Aquasition entered into an agreement (the “STRH Agreement”) with SunTrust Robinson Humphery, Inc. (“STRH”), pursuant to which STRH will provide Aquasition certain financial advisory services in connection with the Acquisition. Pursuant to the STRH Agreement, STRH will be entitled to a cash fee equal to $1,250,000 upon completion of an acquisition transaction prior to August 1, 2014 or during the term of STRH’s engagement. If an acquisition transaction is not completed within such period, then for a period of 24 months thereafter, if Aquasition is entitled to a breakup fee related to an acquisition transaction, then STRH will be entitled to 10% of any such breakup fee. In addition, Aquasition will reimburse STRH its out-of-pocket expenses related to the STRH Agreement, up to a maximum of $50,000. | |
On May 12, 2014, Aquasition entered into an agreement (the “EBC Agreement”) with Early Bird Capital, Inc. (“EBC”), pursuant to which EBC will provide Aquasition certain financial advisory services in connection with the Acquisition. Pursuant to the EBC Agreement, EBC will be entitled to a cash fee equal to $200,000, equity fee in the amount of 35,000 newly issued shares of the combined company, and an additional fee equal to 4% of the amount of the gross proceeds held in the trust account at closing of the Acquisition (excluding amounts attributable to Aquasition’s sponsors or investors introduced by such sponsors), all payable upon closing of the Acquisition. In addition, Aquasition will reimburse EBC its out-of-pocket expenses related to the EBC Agreement. | |
Stockholders_Equity
Stockholders Equity | 12 Months Ended |
Dec. 31, 2013 | |
Stockholders' Equity Note [Abstract] | ' |
Stockholders' Equity Note Disclosure [Text Block] | ' |
Note 5 - Stockholders Equity | |
Preferred Stock | |
The Company is authorized to issue 5,000,000 preferred shares with a par value of $0.0001 per share with such designation, rights and preferences as may be determined by the Company’s board of directors. No preferred shares are currently issued or outstanding. | |
Common Stock | |
The Company is authorized to issue 150,000,000 shares of common stock with a par value of $0.0001 per share. | |
In connection with the organization of the Company on March 15, 2012, a total of 1,437,500 shares of common stock were sold to the Founders at a price of approximately $0.02 per share for an aggregate of $25,000 (the “Initial Shares”). All of these shares were placed into an escrow account. Subject to certain limited exceptions, these shares will not be released from escrow until one year after the date of the consummation of an initial Acquisition Transaction or earlier if, subsequent to the Company’s initial Acquisition Transaction, the Company consummates a subsequent liquidation, merger, share exchange or other similar transaction which results in all of the Company’s shareholders having the right to exchange their shares of common stock for cash, securities or other property. The securities held in the escrow account will only be released prior to the end of the escrow period if following an Acquisition Transaction the Company consummates a subsequent transaction that results in all stockholders having a right to exchange their shares for cash or other consideration. | |
On December 15, 2012, 50,000 shares of common stock were forfeited because the underwriter’s over-allotment option was not fully exercised. | |
Loan_Payable_Related_Party_and
Loan Payable - Related Party and Advance from Related Party | 12 Months Ended |
Dec. 31, 2013 | |
Debt Instruments [Abstract] | ' |
Related Party Transactions Disclosure [Text Block] | ' |
Note 6 - Loan Payable – Related Party and Advance from Related Party | |
On February 27, 2012, the Company issued an aggregate of $85,650 unsecured promissory notes to its officers and directors. The notes were non-interest bearing and payable on December 31, 2012. In addition, an officer advanced to the Company an additional $95,934. Due to the short-term nature of the notes and advances, the fair value of the notes and advances approximates the carrying amount. Such advances are non-interest bearing and are due on demand. During 2012, the Company repaid $50,000 of the unsecured promissory note and $76,680 of the advance. During the year ended December 31, 2013, the Company repaid $35,650 of the unsecured promissory note. During the year ended December 31, 2013, an affiliate advanced the Company $50,650. The advance is non-interest bearing and is due on demand. As of December 31, 2013 and 2012, amounts owed under the promissory notes are $0 and $35,650, respectively, and amounts owed under the advances are $69,904 and $19,254, respectively. | |
Fair_Value_Measurements
Fair Value Measurements | 12 Months Ended | |||||||||
Dec. 31, 2013 | ||||||||||
Fair Value Disclosures [Abstract] | ' | |||||||||
Fair Value Disclosures [Text Block] | ' | |||||||||
Note 7 - Fair Value Measurements | ||||||||||
The Company follows the guidance in ASC 820 for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually. | ||||||||||
The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: | ||||||||||
Level 1: | Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. | |||||||||
Level 2: | Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. | |||||||||
Level 3: | Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability. | |||||||||
The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis as of December 31, 2013 and 2012, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: | ||||||||||
December 31, | ||||||||||
Description | Level | 2013 | 2012 | |||||||
Assets: | ||||||||||
Investment held in trust | 1 | $ | 57,168,785 | $ | 57,168,785 | |||||
Liabilities: | ||||||||||
Warrant liability | 3 | $ | 3,432,440 | $ | 3,386,998 | |||||
The table below provides a reconciliation of the beginning and ending balances for the liabilities measured using fair significant unobservable inputs (Level 3): | ||||||||||
Balance – January 26, 2012 (inception) | $ | - | ||||||||
Correction of an error | 3,109,339 | |||||||||
Issuance of warrants as part of Units on November 7, 2012 | 322,884 | |||||||||
Change in fair value | -45,225 | |||||||||
Balance – December 31, 2012 | $ | 3,386,998 | ||||||||
Change in fair value | -45,442 | |||||||||
Balance – December 31, 2013 | $ | 3,432,440 | ||||||||
The fair value of warrants was determined using a binomial-lattice model. This model requires the input of highly subjective assumptions, including price volatility of the underlying stock. Changes in the subjective input assumptions can materially affect the estimate of fair value of the warrants and the Company’s results of operations could be impacted. 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. For fair value measurements categorized within Level 3 of the fair value hierarchy, the Company's accounting and finance department determine valuation policies and procedures. Their determinations are approved by the Chief Financial Officer. | ||||||||||
The inputs to the model were as follows: | ||||||||||
December 31, | ||||||||||
2013 | 2012 | |||||||||
Stock Price | $ | 10.2 | $ | 10 | ||||||
Dividend Yield | N/A | N/A | ||||||||
Risk-free Rate | 1.75 | % | 1.18 | % | ||||||
Expected Term (in years) | 5 | 5 | ||||||||
Expected Volatility | 20.5 | % | 21.3 | % | ||||||
Subsequent_Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2013 | |
Subsequent Events [Abstract] | ' |
Subsequent Events [Text Block] | ' |
Note 8 – Subsequent Events | |
NASDAQ Notification | |
On March 20, 2014, the Company received a written notice (“Notice”) from the Listing Qualifications Department of The NASDAQ Stock Market LLC (“Nasdaq”) indicating that the Company was not in compliance with Listing Rule 5550(a)(3) (the “Rule”), which requires that the Company maintain a minimum of 300 public holders for the continued listing of its securities on Nasdaq. Pursuant to the Notice, the Company had until May 5, 2014 to submit a plan to regain compliance with the Rule. If the Staff accepts the Company’s plan to regain compliance, the Staff can grant an extension of up to 180 calendar days from March 20, 2014 for the Company to demonstrate compliance. | |
On May 5, 2014, the Company submitted to Nasdaq the Company’s plan to regain compliance. The Company plans to include a tender offer as part of its plan to regain compliance and while the tender offer will reduce the number of currently public shares outstanding, the Company believes that the acquisition described below will increase the total number of shares outstanding. The Company has not yet received a letter from Nasdaq indicating that it has accepted the Company’s plan to regain compliance. | |
Share Exchange Agreement | |
On March 24, 2014, the Company entered into a Share Exchange Agreement (the “Agreement”), with KBS International Holdings, Inc., a Nevada corporation (“KBS”), Hongri International Holdings Ltd., a company organized and existing under the laws of the British Virgin Islands and wholly owned subsidiary of KBS (“Hongri” or the “Target”); and (d) Cheung So Wa and Chan Sun Keung, each an individual and shareholder of KBS (each, a “Principal Stockholder”). The aquisition is expected to be accounted for as a reverse merger and recapitalization where KBS will be the acquirer and the Company will be the acquired company. | |
Upon the closing of the transactions contemplated in the Agreement, the Company will acquire 100% of the issued and outstanding equity interest in Target from KBS in exchange for the transaction consideration consisting of shares of the Company’s common stock (the “Acquisition”). The number of shares comprising the transaction consideration will be (a) (i) EBITDA multiplied by 6, less (ii) the Long Term Debt less cash held by Target; divided by (b) $10.30; provided, however, that in no event will the transaction consideration be less than 80%, by vote or value, of the outstanding capital stock of the Company immediately following the Closing (the “Transaction Consideration”). The Agreement defines EBITDA as Target’s 2013 standalone and adjusted earnings before interest, taxes, depreciation and amortization, as calculated based upon the audited Target financial statements for the year ended December 31, 2013, and defines “Long Term Debt” Target’s existing net long-term debt as of one business day before the closing date of the Acquisition. Upon consummation of the Acquisition, KBS will dissolve and distribute all its assets to its shareholders in liquidation. | |
The Agreement provides that immediately after closing, the Company’s board of directors will consist of seven directors, two of whom will be designated by the Principal Stockholders, and one of which will be designated by Aquasition Investments Corp., a company incorporated in the Republic of the Marshall Islands (“AQU Invest”). The remaining four directors will be “independent” and have experience with public companies listed in the United States. Three of the independent directors will be designated by KBS, and the remaining independent director will be designated by AQU Invest. Concurrently with the closing, the Company, AQU Invest and the Principal Stockholders will enter into a voting agreement regarding the election of director designees following the closing, and the Company will purchase director’s and officer’s insurance. | |
Prior to closing the Company will conduct a tender offer (the “Tender Offer”) for any and all of the shares of common stock underlying the units issued in the Company’s initial public offering in accordance with the requirements of its Amended and Restated Articles of Incorporation and bylaws. The Company agreed provide the KBS and the Principal Stockholders (the “Warrantors”) notice of any event or development that would require amendment of the Tender Offer documents. The Company is required to obtain all necessary consents and authorization to complete the Acquisition including completion of the tender offer with not more than 90% of such shares tendered in the Tender Offer. Upon closing, the Company will issue the shares representing the Transaction Consideration, and will take all steps necessary to distribute the funds held in the Trust Account established in connection with the Company’s IPO in accordance with the Investment Management Trust Agreement governing the Trust Account. The Company will ensure that at least $10 million is available to the combined companies, excluding the cash and assets of the Target, as of immediately following the Closing. | |
Consummation of the Agreement and the acquisition is conditioned on (a) KBS holding at least 80%, by vote or value, of the outstanding capital stock of the Company immediately following the closing; (b) no conflict with any applicable law or order; (c) no pending third-party action enjoining or otherwise restricting the closing; (d) the Tender Offer having been duly completed; and (e) there being one or more valid exemptions to registration of the issuance of the Transaction Consideration, and dissolution and liquidation of KBS following the closing. | |
Significant_Accounting_Policie1
Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2013 | |
Accounting Policies [Abstract] | ' |
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. | |
Investment Held In Trust Policy [Policy Text Block] | ' |
Investment Held in Trust | |
The amounts held in the Trust Account represent substantially all of the proceeds of the Public Offering and are classified as restricted assets since such amounts can only be used by the Company in connection with the consummation of an Acquisition Transaction. The funds held in the Trust Account are invested primarily in highly liquid treasury bills. | |
Earnings Per Share, Policy [Policy Text Block] | ' |
Loss Per Share | |
Basic loss per share is computed by dividing net loss by the weighted-average number of shares of common stock outstanding during the period. Shares of common stock subject to possible redemption at December 31, 2013 and 2012 of 4,995,000 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. Loss per share assuming dilution would give effect to dilutive options, warrants, and other potential shares of common stock outstanding during the period. The Company has not considered the effect of warrants to purchase 5,918,000 shares of common stock and an option to purchase 250,000 units in the calculation of diluted loss per share, since the exercise of the warrants and the option is contingent upon the occurrence of future events. | |
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 revenue and expenses during the reporting period. | |
Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from our estimates. Significant estimates include the valuation of the warrant liability and the value of the common stock subject to possible redemption or tender. | |
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. As of December 31, 2013, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. | |
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 period, disclosure and transition. The Company has identified the Marshall Islands as its only ‘‘major’’ tax jurisdiction, as defined. Based on the Company’s evaluation, it has been concluded that there are not significant uncertain tax positions requiring recognition in the Company’s financial statements. The Company believes that its income tax positions and deductions would be sustained on audit and does not anticipate any adjustments that would result in a material changes to its financial position. | |
The Company’s policy for recording interest and penalties associated with audits is to record them at such times as a component of income tax expense. There were no amounts accrued for penalties or interest as of or during the year ended December 31, 2013 and the period from January 26, 2012 (inception) through December 31, 2012. Management is currently unaware of any issues under review that could result in significant payments, accruals or material deviations from its position. | |
The Company’s tax returns from inception are open and subject to examination. | |
Common Stock Subject To Mandatory Redemption Policy [Policy Text Block] | ' |
Common Stock subject to possible Redemption or Tender | |
There are 4,995,000 shares of common stock sold as part of units (the “Units”) issued in the Public Offering, which shares contained a redemption feature which allowed for the redemption of shares of common stock under the Company's Liquidation or Tender Offer/Stockholder Approval provisions. In accordance with ASC 480, “Distinguishing Liabilities from Equity” (“ASC 480”) redemption provisions not solely within the control of the Company require the security to be classified outside of permanent equity. Ordinary liquidation events, which involve the redemption and liquidation of all of the entity's equity instruments, are excluded from the provisions of ASC 480. Although the Company did not specify a maximum redemption threshold, its Amended and Restated Articles of Incorporation provides that in no event will they redeem its public shares in an amount that would cause its net tangible assets (stockholders’ equity) to be less than $5,000,001. The Company will consummate an initial Acquisition Transaction only if holders of no more than 90% of the public shares elect to convert (in the case of a shareholder meeting) or sell their shares to the Company (in the case of a tender offer) and, solely if the Company seeks shareholder approval, a majority of the outstanding shares of common stock voted are voted in favor of the Acquisition Transaction. | |
Accordingly, at December 31, 2013 and 2012, 4,995,000 of the 5,500,000 public shares were classified outside of permanent equity at its redemption value because the redemption rights are subject to the occurrence of uncertain events that are outside of the Company’s control. The redemption value at December 31, 2013 was equal to approximately the pro rata share of the aggregate amount then on deposit in the Trust Account ($10.30 per share at December 31, 2013 and 2012). | |
Fair Value of Financial Instruments, Policy [Policy Text Block] | ' |
Fair Value of Financial Instruments | |
Unless otherwise disclosed, the fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC 820, “Fair Value Measurements and Disclosures” (“ASC 820”), approximates the carrying amounts represented in the accompanying balance sheets. | |
New Accounting Pronouncements, Policy [Policy Text Block] | ' |
Recent Accounting Pronouncements | |
Management does not believe that any other recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s 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 financial statements were publically available to determine if events or transactions occurring after the balance sheet date require potential adjustment to or disclosure in the financial statements and has concluded that no subsequent events have occurred that would require recognition in the financial statements or disclosure in the notes to the financial statements, except as described in Note 8. | |
Warrant Liability Policy [Policy Text Block] | ' |
Warrant Liability | |
The Company accounts for the 5,550,000 warrants issued in connection with the Public Offering and the 368,000 warrants issued in connection with the Private Placement in accordance with the guidance contained in ASC 815, “Derivatives and Hedging,” 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 instruments as a liability at its fair value and adjusts the instruments 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. | |
Fair_Value_Measurements_Tables
Fair Value Measurements (Tables) | 12 Months Ended | |||||||||
Dec. 31, 2013 | ||||||||||
Fair Value Disclosures [Abstract] | ' | |||||||||
Schedule Of Fair Value, Assets and Liabilities Measured On Recurring Basis [Table Text Block] | ' | |||||||||
The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis as of December 31, 2013 and 2012, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: | ||||||||||
December 31, | ||||||||||
Description | Level | 2013 | 2012 | |||||||
Assets: | ||||||||||
Investment held in trust | 1 | $ | 57,168,785 | $ | 57,168,785 | |||||
Liabilities: | ||||||||||
Warrant liability | 3 | $ | 3,432,440 | $ | 3,386,998 | |||||
Fair Value, Liabilities Measured On Recurring Basis, Unobservable Input Reconciliation [Table Text Block] | ' | |||||||||
The table below provides a reconciliation of the beginning and ending balances for the liabilities measured using fair significant unobservable inputs (Level 3): | ||||||||||
Balance – January 26, 2012 (inception) | $ | - | ||||||||
Correction of an error | 3,109,339 | |||||||||
Issuance of warrants as part of Units on November 7, 2012 | 322,884 | |||||||||
Change in fair value | -45,225 | |||||||||
Balance – December 31, 2012 | $ | 3,386,998 | ||||||||
Change in fair value | -45,442 | |||||||||
Balance – December 31, 2013 | $ | 3,432,440 | ||||||||
Schedule Of Estimated Fair Value Assumption Of Warrants and Results Of Operations [Table Text Block] | ' | |||||||||
The inputs to the model were as follows: | ||||||||||
December 31, | ||||||||||
2013 | 2012 | |||||||||
Stock Price | $ | 10.2 | $ | 10 | ||||||
Dividend Yield | N/A | N/A | ||||||||
Risk-free Rate | 1.75 | % | 1.18 | % | ||||||
Expected Term (in years) | 5 | 5 | ||||||||
Expected Volatility | 20.5 | % | 21.3 | % | ||||||
Organization_Plan_of_Business_1
Organization, Plan of Business Operations and Liquidity (Details Textual) (USD $) | 0 Months Ended | 1 Months Ended | 11 Months Ended | 12 Months Ended | 23 Months Ended |
Nov. 07, 2012 | Nov. 01, 2012 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2013 | |
Proceeds from underwriters and public offering expenses | ' | $48,187,792 | ' | ' | ' |
Proceeds from issuance of private placement | 302,500 | 3,377,500 | 3,680,000 | 0 | 3,680,000 |
Granted to underwriter in public offering to purchase additional units | ' | 750,000 | ' | ' | ' |
Principal deposited in trust account | 57,165,000 | ' | 57,165,000 | 0 | 57,165,000 |
Sale of stock, price per share | $10.30 | ' | ' | ' | ' |
Percentage of acquisition transaction fair market value | ' | ' | ' | 80.00% | ' |
Stock Issued During Period, Shares, New Issues 2 | 550,000 | ' | ' | ' | ' |
Stock Issued During Period, Value, New Issues 2 | 5,500,000 | ' | 5,500,000 | ' | ' |
Stock Issued During Period, Value, Private Placement 2 | 30,250 | ' | 302,500 | ' | ' |
Initial acquisition transaction description | ' | ' | ' | 'The Company will consummate an initial Acquisition Transaction only if holders of no more than 90% of the public shares elect to convert (in the case of a shareholder meeting) or sell their shares to the Company (in the case of a tender offer) and, solely if the Company seeks shareholder approval, a majority of the outstanding shares of common stock voted are voted in favor of the Acquisition Transaction. | ' |
Stock issued per share 2 | $10 | ' | ' | ' | ' |
Founders [Member] | ' | ' | ' | ' | ' |
Proceeds from issuance of private placement | ' | $3,377,500 | ' | ' | ' |
Stock Issued During Period, Shares Private Placement 1 | ' | 337,750 | ' | ' | ' |
Significant_Accounting_Policie2
Significant Accounting Policies (Details Textual) (USD $) | 1 Months Ended | 12 Months Ended | |
Nov. 01, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | |
Antidilutive securities excluded from computation of earnings per share, amount | ' | 4,995,000 | 4,995,000 |
Class of warrant or right, outstanding | ' | 5,918,000 | ' |
Options purchase to units | ' | 250,000 | ' |
Federal depository insurance coverage | ' | $250,000 | ' |
Stock issued during period, shares, new issues | 5,000,000 | 4,995,000 | ' |
Net tangible assets | ' | 'less than $5,000,001 | ' |
Initial acquisition transaction description | ' | 'The Company will consummate an initial Acquisition Transaction only if holders of no more than 90% of the public shares elect to convert (in the case of a shareholder meeting) or sell their shares to the Company (in the case of a tender offer) and, solely if the Company seeks shareholder approval, a majority of the outstanding shares of common stock voted are voted in favor of the Acquisition Transaction. | ' |
Permanent equity shares | ' | 4,995,000 | 4,995,000 |
Public shares | ' | 5,500,000 | 5,500,000 |
Permanent equity per share | ' | $10.30 | $10.30 |
Public Offering [Member] | ' | ' | ' |
Class of warrant or right, outstanding | ' | 5,550,000 | ' |
Private Placement [Member] | ' | ' | ' |
Class of warrant or right, outstanding | ' | 368,000 | ' |
Initial_Public_Offering_Detail
Initial Public Offering (Details Textual) (USD $) | 0 Months Ended | 1 Months Ended | 11 Months Ended | 12 Months Ended | 23 Months Ended |
Nov. 07, 2012 | Nov. 01, 2012 | Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2013 | |
Stock issued during period, shares, new issues | ' | 5,000,000 | ' | 4,995,000 | ' |
Equity issuance, per share amount | ' | $10 | ' | ' | ' |
Proceeds from issuance initial public offering | ' | $50,000,000 | $53,759,897 | $0 | $53,759,897 |
Holder to purchase one share of common stock price | ' | $11.50 | ' | ' | ' |
Redeemable warrants price per share | ' | $0.01 | ' | ' | ' |
Common stock sale price per share for trading days | ' | $17.50 | ' | ' | ' |
Stock issued to private placement on November 1, 2012 | ' | $10 | ' | ' | ' |
Proceeds from issuance of private placement | 302,500 | 3,377,500 | 3,680,000 | 0 | 3,680,000 |
Stock options granted value underwriter | ' | 100 | ' | ' | ' |
Stock options granted shares underwriter | ' | 250,000 | ' | ' | ' |
Stock options granted per share underwriter | ' | $12.50 | ' | ' | ' |
Unit purchase option fair value | ' | 617,960 | ' | ' | ' |
Unit purchase option per unit | ' | $2.47 | ' | ' | ' |
Expected volatility | ' | 35.00% | ' | ' | ' |
Risk-free interest rate | ' | 1.05% | ' | ' | ' |
Expected life | ' | '5 years | ' | ' | ' |
Common stock trade in excess price per share | ' | $18 | ' | ' | ' |
Granted to underwriter in public offering to purchase additional units | ' | 750,000 | ' | ' | ' |
Proceeds from sale of common stock to founder | ' | ' | 25,000 | 0 | 25,000 |
Underwriters [Member] | ' | ' | ' | ' | ' |
Stock issued during period, shares, new issues | 550,000 | ' | ' | ' | ' |
Equity issuance, per share amount | $10 | ' | ' | ' | ' |
Stock issued during period, shares private placement 1 | 30,250 | ' | ' | ' | ' |
Proceeds from issuance of private placement | 302,500 | ' | ' | ' | ' |
Proceeds from sale of common stock to founder | 5,500,000 | ' | ' | ' | ' |
Founders [Member] | ' | ' | ' | ' | ' |
Stock issued during period, shares private placement 1 | ' | 337,750 | ' | ' | ' |
Stock issued to private placement on November 1, 2012 | ' | $10 | ' | ' | ' |
Proceeds from issuance of private placement | ' | $3,377,500 | ' | ' | ' |
Commitments_Details_Textual
Commitments (Details Textual) (USD $) | 11 Months Ended | 12 Months Ended | 0 Months Ended | ||
Dec. 31, 2012 | Dec. 31, 2013 | Sep. 10, 2013 | 8-May-14 | 12-May-14 | |
Finder's Agreement [Member] | STRH Agreement [Member] | EBC Agreement [Member] | |||
Subsequent Event [Member] | Subsequent Event [Member] | ||||
Underwriting Discounts And Commissions. | ' | $1,387,500 | ' | ' | ' |
Underwriting discount | ' | 2.50% | ' | ' | ' |
Cash payment for services | ' | 7,500 | ' | ' | ' |
Operating Leases, Rent Expense | 15,000 | 90,000 | ' | ' | ' |
Accrued Expenses Related Party Current | 15,000 | 105,000 | ' | ' | ' |
Administrative Fees, Description | ' | ' | 'SNV would be entitled to a finder’s fee equal to 1.5% of the pre-closing equity value of Target | 'STRH Agreement, STRH will be entitled to a cash fee equal to $1,250,000 upon completion of an acquisition transaction | ' |
Fee Paid In Cash | ' | ' | 1.00% | ' | ' |
Fee Paid In Stock | ' | ' | 0.50% | ' | ' |
Assets Held-in-trust, Current | 0 | 7,972 | 10,000,000 | ' | ' |
Percentage of Break Up Fee | ' | ' | ' | 10.00% | ' |
Out-of-pocket Expenses | ' | ' | ' | 50,000 | ' |
Cost of Services, Overhead | ' | ' | ' | ' | $200,000 |
Stock Issued During Period, Shares, Issued for Services | ' | ' | ' | ' | 35,000 |
Stockholders_Equity_Details_Te
Stockholders Equity (Details Textual) (USD $) | 1 Months Ended | 12 Months Ended | 0 Months Ended | |||
Nov. 01, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Nov. 07, 2012 | Dec. 15, 2012 | Mar. 15, 2012 | |
Common Stock [Member] | Common Stock [Member] | |||||
Preferred stock, shares authorized | ' | 5,000,000 | 5,000,000 | ' | ' | ' |
Preferred stock, par or stated value per share | ' | $0.00 | $0.00 | ' | ' | ' |
Common stock, shares authorized | ' | 150,000,000 | 150,000,000 | ' | ' | ' |
Common stock, par or stated value per share | ' | $0.00 | $0.00 | ' | ' | ' |
Stock issued during period, shares, new issues | 5,000,000 | 4,995,000 | ' | ' | ' | 1,437,500 |
Sale of stock, price per share | ' | ' | ' | $10.30 | ' | $0.02 |
Stock issued during period, value, new issues | ' | ' | ' | ' | ' | $25,000 |
Share-based compensation arrangement by share-based payment award, options, forfeitures in period | ' | ' | ' | ' | 50,000 | ' |
Loan_Payable_Related_Party_and1
Loan Payable - Related Party and Advance from Related Party (Detail Textual) (USD $) | 11 Months Ended | 12 Months Ended | ||
Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Feb. 27, 2012 | |
Debt Instrument [Line Items] | ' | ' | ' | ' |
Debt instrument, face amount | ' | ' | ' | $85,650 |
Debt instrument decrease repayments for advance | ' | ' | 76,680 | ' |
Proceeds from Issuance of Debt | 95,934 | 50,650 | ' | ' |
Repayments of Debt | 50,000 | 35,650 | ' | ' |
Subsequent Event | ' | ' | ' | ' |
Debt Instrument [Line Items] | ' | ' | ' | ' |
Proceeds from Issuance of Debt | 19,254 | 69,904 | ' | ' |
Repayments of Debt | $35,650 | $0 | ' | ' |
Fair_Value_Measurements_Detail
Fair Value Measurements (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
Liabilities: | ' | ' |
Warrant liability | $3,432,440 | $3,386,998 |
Quoted Prices in Active Markets (Level 1) | ' | ' |
Assets: | ' | ' |
Investments held in trust | 57,168,785 | 57,168,785 |
Significant Other Unobservable Inputs (Level 3) | ' | ' |
Liabilities: | ' | ' |
Warrant liability | $3,432,440 | $3,386,998 |
Fair_Value_Measurements_Detail1
Fair Value Measurements (Details 1) (USD $) | 11 Months Ended | 12 Months Ended |
Dec. 31, 2012 | Dec. 31, 2013 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ' | ' |
Balance - January 26, 2012 (inception) | $0 | $3,386,998 |
Correction of an error | 3,109,339 | ' |
Issuance of warrants as part of Units on November 7, 2012 | 322,884 | ' |
Change in fair value | -45,225 | -45,442 |
Balance - December 31, 2012 | $3,386,998 | $3,432,440 |
Fair_Value_Measurements_Detail2
Fair Value Measurements (Details 2) (USD $) | 11 Months Ended | 12 Months Ended | |
Dec. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | |
Schedule Of Estimated Fair Value Assumption Of Warrants and Results Of Operations [Line Items] | ' | ' | ' |
Stock Price | $10 | $10.20 | $10 |
Dividend yield (per share) | ' | ' | ' |
Risk-free interest rate | 1.18% | 1.75% | ' |
Expected Term (in years) | '5 years | '5 years | ' |
Expected volatility rate | 21.30% | 20.50% | ' |
Subsequent_Events_Details_Texu
Subsequent Events (Details Texual) (Subsequent Event [Member], USD $) | 0 Months Ended | |
Mar. 24, 2014 | Mar. 20, 2014 | |
Subsequent Event [Line Items] | ' | ' |
Minimum Number of Public Holders | ' | 300 |
Ownership Interest Of Issued And Outstanding Equity Interest | ' | 100.00% |
Transaction Consideration | 'The number of shares comprising the transaction consideration will be (a) (i) EBITDA multiplied by 6, less (ii) the Long Term Debt less cash held by Target; divided by (b) $10.30; provided, however, that in no event will the transaction consideration be less than 80%, by vote or value, of the outstanding capital stock of the Company immediately following the Closing (the “Transaction Consideration”). | ' |
Number Of Directors | 7 | ' |
Percentage Of Consent Obtained In Tender Offer | 90.00% | ' |
Combined Value Of Business After Acquisition | $10 | ' |
Principal Stockholders [Member] | ' | ' |
Subsequent Event [Line Items] | ' | ' |
Number Of Directors | 2 | ' |
Aquasition Investments Corp [Member] | ' | ' |
Subsequent Event [Line Items] | ' | ' |
Number Of Directors | 1 | ' |
independent [Member] | ' | ' |
Subsequent Event [Line Items] | ' | ' |
Number Of Directors | 4 | ' |
KBS International Holdings Inc [Member] | ' | ' |
Subsequent Event [Line Items] | ' | ' |
Ownership Interest Of Issued And Outstanding Equity Interest | 80.00% | ' |