Document_and_Entity_Informatio
Document and Entity Information | 12 Months Ended |
Sep. 30, 2013 | |
Document and Entity Information [Abstract] | ' |
Entity Registrant Name | 'Collabrium Japan Acquisition Corp |
Entity Central Index Key | '0001548281 |
Amendment Flag | 'false |
Current Fiscal Year End Date | '--09-30 |
Document Type | '20-F |
Document Period End Date | 30-Sep-13 |
Document Fiscal Year Focus | '2013 |
Document Fiscal Period Focus | 'FY |
Entity Well-Known Seasoned Issuer | 'No |
Entity Voluntary Filers | 'No |
Entity Current Reporting Status | 'Yes |
Entity Filer Category | 'Non-accelerated Filer |
Entity Common Stock, Shares Outstanding | 5,600,000 |
Balance_Sheets
Balance Sheets (USD $) | Sep. 30, 2013 | Sep. 30, 2012 |
Current assets: | ' | ' |
Cash held in bank | $127,536 | $18,495 |
Interest on cash held in trust account | 15,733 | ' |
Total current assets | 143,269 | 18,495 |
Long-term assets: | ' | ' |
Deferred offering costs | ' | 317,092 |
Cash held in trust account | 43,370,000 | ' |
TOTAL ASSETS | 43,513,269 | 335,587 |
Current liabilities: | ' | ' |
Accrued expenses (related party) | 32,500 | ' |
Accrued offering expenses | ' | 190,901 |
Advance from related party | 379,906 | ' |
Advance from a shareholder | ' | 22,876 |
Notes payable to shareholders | ' | 100,000 |
Total current liabilities | 412,406 | 313,777 |
Long-term liabilities: | ' | ' |
Warrant liability | 3,948,533 | ' |
TOTAL LIABILITIES | 4,360,939 | 313,777 |
Commitments | ' | ' |
Ordinary shares subject to possible conversion: 3,184,175 ordinary shares at conversion value | 32,892,328 | ' |
SHAREHOLDERS' EQUITY | ' | ' |
Preferred shares (no par value), unlimited shares authorized; 0 shares issued or outstanding | ' | ' |
Ordinary shares (no par value), unlimited shares authorized; 2,415,825 shares issued and outstanding (excluding 3,184,175 shares subject to possible conversion or tender) and 1,533,333 shares issued and outstanding as of September 30, 2013 and September 30, 2012, respectively | ' | ' |
Additional paid-in capital | 10,660,739 | 25,000 |
Deficit accumulated during the development stage | -4,400,737 | -3,190 |
TOTAL SHAREHOLDERS' EQUITY | 6,260,002 | 21,810 |
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY | $43,513,269 | $335,587 |
Balance_Sheets_Parenthetical
Balance Sheets (Parenthetical) (USD $) | Sep. 30, 2013 | Sep. 30, 2012 |
Balance Sheet [Abstract] | ' | ' |
Ordinary shares subject to possible conversion | 3,184,175 | ' |
Preferred stock, no par value | ' | ' |
Preferred stock share authorized | 'Unlimited | 'Unlimited |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | ' | ' |
Common stock shares authorized | 'Unlimited | 'Unlimited |
Common stock, shares, issued | 2,415,825 | 1,533,333 |
Common stock, shares, outstanding | 2,415,825 | 1,533,333 |
Statements_of_Operations
Statements of Operations (USD $) | 8 Months Ended | 12 Months Ended | 20 Months Ended | |||
Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2013 | ||||
Operating expenses | ' | ' | ' | |||
Formation costs and operating expenses 1 | $3,190 | [1],[2] | $569,491 | [1] | $572,681 | [1] |
Loss from operations | -3,190 | [2] | -569,491 | -572,681 | ||
Other income (expenses) | ' | ' | ' | |||
Interest income | ' | [2] | 15,733 | 15,733 | ||
Change in fair value of warrants | ' | [2] | -3,843,789 | -3,843,789 | ||
Total other expense | ' | [2] | -3,828,056 | -3,828,056 | ||
Net loss | ($3,190) | [2] | ($4,397,547) | ($4,400,737) | ||
Net loss per ordinary share outstanding, basic and diluted | $0 | [2] | ($1.87) | ' | ||
Weighted average number of ordinary shares outstanding, basic and diluted | 1,400,000 | [2] | 2,347,043 | ' | ||
[1] | 1. Includes related party of $97,500, $0 and $97,500 for the year ended September 30, 2013, for the period from February 8, 2012 (inception) through September 30, 2012 and for the period from February 8, 2012 (inception) through September 30, 2013, respectively. See Note 6 | |||||
[2] | 2. Reflects an aggregate of 133,333 ordinary shares forfeited by the initial shareholders because the underwriter's over-allotment option was not exercised in full. |
Statements_of_Operations_Paren
Statements of Operations (Parenthetical) (USD $) | 8 Months Ended | 12 Months Ended | 20 Months Ended |
Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2013 | |
Statement Of Operations [Abstract] | ' | ' | ' |
Costs and expenses, related party | $0 | $97,500 | $97,500 |
Aggregate ordinary shares forfeited by initial shareholders | 133,333 | ' | ' |
Statements_of_Cash_Flows
Statements of Cash Flows (USD $) | 8 Months Ended | 12 Months Ended | 20 Months Ended | |
Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2013 | ||
Cash flows from operating activities: | ' | ' | ' | |
Net loss | ($3,190) | [1] | ($4,397,547) | ($4,400,737) |
Adjustments to reconcile net loss to net cash used in operating activities: | ' | ' | ' | |
Change in fair value of warrant liability | ' | 3,843,789 | 3,843,789 | |
Interest reinvested in trust account | ' | -15,733 | -15,733 | |
Changes in operating assets and liabilities: | ' | ' | ' | |
Increase in accrued expenses (related party) | ' | 32,500 | 32,500 | |
Net cash used in operating activities | -3,190 | -536,991 | -540,181 | |
Cash flows from investing activities: | ' | ' | ' | |
Principal deposited in trust account | ' | -43,370,000 | -43,370,000 | |
Net cash used in investing activities | ' | -43,370,000 | -43,370,000 | |
Cash flows from financing activities: | ' | ' | ' | |
Proceeds from public offering, net of offering costs of $1,016,098 | ' | 41,058,902 | 41,058,902 | |
Proceeds from sale of ordinary shares to initial shareholders | 25,000 | ' | 25,000 | |
Proceeds from sale of private placement warrants | ' | 2,700,000 | 2,700,000 | |
Proceeds from underwriters unit purchase option | ' | 100 | 100 | |
Advance from related party | ' | 379,906 | 379,906 | |
Advance from a shareholder | 22,876 | ' | 22,876 | |
Repayment of advance from shareholder | ' | -22,876 | -22,876 | |
Payment of deferred offering costs | -51,191 | ' | -51,191 | |
Proceeds from note payable to shareholder | 25,000 | ' | 25,000 | |
Repayment of note payable to shareholders | ' | -100,000 | -100,000 | |
Net cash provided by financing activities | 21,685 | 44,016,032 | 44,037,717 | |
Net increase in cash and cash equivalents | 18,495 | 109,041 | 127,536 | |
Cash and cash equivalent at beginning of the period | ' | 18,495 | ' | |
Cash and cash equivalent at end of the period | 18,495 | 127,536 | 127,536 | |
Non-cash financing activity | ' | ' | ' | |
Payment of deferred offering costs made by shareholders and included in notes payable to shareholders | $75,000 | ' | $75,000 | |
[1] | 2. Reflects an aggregate of 133,333 ordinary shares forfeited by the initial shareholders because the underwriter's over-allotment option was not exercised in full. |
Statements_of_Cash_Flows_Paren
Statements of Cash Flows (Parenthetical) (USD $) | 8 Months Ended | 12 Months Ended | 20 Months Ended |
Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2013 | |
Statement of Cash Flows [Abstract] | ' | ' | ' |
Proceeds from public offering, net of offering costs | ' | $1,016,098 | $1,016,098 |
Statement_of_Changes_in_Shareh
Statement of Changes in Shareholders' Equity (USD $) | Total | Common stock | Additional paid-in capital | Deficit accumulated during the development stage | |
Beginning Balance at Feb. 08, 2012 | ' | ' | ' | ' | |
Beginning Balance, Shares at Feb. 08, 2012 | ' | ' | ' | ' | |
Ordinary shares issued February 8, 2012 at approximately $0.02 per share for cash | ' | ' | ' | ' | |
Ordinary shares issued February 8, 2012 at approximately $0.02 per share for cash, Shares | ' | 3 | ' | ' | |
Ordinary shares issued April 6, 2012 at approximately $0.02 per share for cash | 25,000 | ' | 25,000 | ' | |
Ordinary shares issued April 6, 2012 at approximately $0.02 per share for cash, shares | ' | 1,533,330 | ' | ' | |
Net loss | -3,190 | [1] | ' | ' | -3,190 |
Balance at Sep. 30, 2012 | 21,810 | ' | 25,000 | -3,190 | |
Balance, Shares at Sep. 30, 2012 | ' | 1,533,333 | ' | ' | |
Sale of 4,000,000 units on October 24, 2012 (includes 3,184,175 shares subject to conversion) at $10.00 per unit | 40,000,000 | ' | 40,000,000 | ' | |
Sale of 4,000,000 units on October 24, 2012 (includes 3,184,175 shares subject to conversion) at $10.00 per unit, shares | ' | 4,000,000 | ' | ' | |
Sale on October 24, 2012 of underwriters unit purchase option | 100 | ' | 100 | ' | |
Underwriters' discount and offering expenses on 4,000,000 units | -902,288 | ' | -902,288 | ' | |
Offering costs paid by related party on behalf of Company | -75,000 | ' | -75,000 | ' | |
Sale of 200,000 units on November 29, 2012 at $10.00 per unit | 2,000,000 | ' | 2,000,000 | ' | |
Sale of 200,000 units on November 29, 2012 at $10.00 per unit, shares | ' | 200,000 | ' | ' | |
Warrant liability recorded on November 29, 2012 | -104,745 | ' | -104,745 | ' | |
Underwriters' discount and offering expenses on 200,000 units | -90,000 | ' | -90,000 | ' | |
Sale of 3,600,000 Warrants on October 24, 2012 at $0.75 per warrant | 2,700,000 | ' | 2,700,000 | ' | |
Forfeiture of Founders shares on November 29, 2012 | ' | ' | ' | ' | |
Forfeiture of Founders shares on November 29, 2012, Shares | ' | -133,333 | ' | ' | |
Net shares subject to possible conversion | -32,892,328 | ' | -32,892,328 | ' | |
Net shares subject to possible conversion, shares | ' | -3,184,175 | ' | ' | |
Net loss | -4,397,547 | ' | ' | -4,397,547 | |
Balance at Sep. 30, 2013 | $6,260,002 | ' | $10,660,739 | ($4,400,737) | |
Balance, Shares at Sep. 30, 2013 | ' | 2,415,825 | ' | ' | |
[1] | 2. Reflects an aggregate of 133,333 ordinary shares forfeited by the initial shareholders because the underwriter's over-allotment option was not exercised in full. |
Statement_of_Changes_in_Shareh1
Statement of Changes in Shareholders' Equity (Parenthetical) (USD $) | 8 Months Ended | 12 Months Ended |
Sep. 30, 2012 | Sep. 30, 2013 | |
Statement Of Changes In Stockholders' Equity [Abstract] | ' | ' |
Ordinary shares issued, price per share | $0.02 | ' |
Ordinary shares issued, price per share one | $0.02 | ' |
Sale of units, price per unit | ' | 10 |
Sale of units, price per unit one | ' | 10 |
Ordinary shares subject to possible conversion | ' | 3,184,175 |
Number of units sold | ' | 4,000,000 |
Number of units sold one | ' | 200,000 |
Number of warrants | ' | 3,600,000 |
Sale of warrant per share | ' | $0.75 |
Organization_Plan_of_Business_
Organization, Plan of Business Operations and Going Concern Consideration | 12 Months Ended |
Sep. 30, 2013 | |
Organization, Plan of Business Operations and Going Concern Consideration [Abstract] | ' |
Organization, Plan of Business Operations and Going Concern Consideration | ' |
Note 1 — Organization, Plan of Business Operations and Going Concern Consideration | |
Collabrium Japan Acquisition Corporation (a company in the development stage) (the “Company”) was incorporated in the British Virgin Islands on February 8, 2012 as a business company with limited liability formed for the purpose of acquiring, engaging in a share exchange, share reconstruction and amalgamation, contractual control arrangement with, purchasing all or substantially all of the assets of, or any other similar business combination with, one or more businesses or entities (a “Business Combination”). | |
The accompanying financial statements are presented in US Dollars and have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) and pursuant to the accounting and disclosure rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”). | |
All activity through September 30, 2013 relates to the Company’s formation, initial public offering (“Public Offering”) and identifying and investigating prospective target businesses with which to consummate a Business Combination. The Company is considered 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 all of the risks associated with development stage companies. On October 24, 2012, the Company changed its fiscal year-end from December 31 to September 30. | |
The registration statement for the Public Offering was declared effective on October 18, 2012. On October 24, 2012, the Company consummated the Public Offering and received proceeds, net of underwriter’s discount, of $39 million from the issuance of 4,000,000 Units and simultaneously received $2.7 million from the issuance of 3,600,000 warrants (“Insider Warrants”) in a private placement (the “Private Placement”) to the Company’s initial shareholders (“Initial Shareholders”). On November 29, 2012, the Company consummated the closing of the sale of an additional 200,000 Units which were sold subject to the underwriter’s over-allotment option (“Overallotment”) and the Company received proceeds, net of underwriter’s discount, of approximately $1.9 million. The Public Offering and the Overallotment are collectively referred to as the “Offering.” | |
On November 29, 2012, 133,333 ordinary shares held by the Initial Shareholders were forfeited because the underwriter over-allotment option expired and was not fully exercised. | |
The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Offering and the Private Placement, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to affect a Business Combination successfully. Upon the closing of the Offering and Private Placement, approximately $43.4 million (approximately $10.33 per share sold) is held in a trust account (“Trust Account”) and is 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 initial Business Combination and the Company’s failure to consummate a Business Combination within the prescribed time. Placing funds in the Trust Account may not protect those funds from third party claims against the Company. Although the Company seeks 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 Chairman of the Board and the Company’s Chief Executive Officer 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 Business Combinations and continuing general and administrative expenses. In addition, (1) interest income on the funds held in the Trust Account can be released to the Company to pay its income and other tax obligations and (2) interest income on the funds held in the Trust Account can be released to the Company to pay for its working capital requirements in connection with searching for a Business Combination. | |
The Company’s securities are listed on the Nasdaq Capital Markets (“Nasdaq”). Pursuant to the Nasdaq listing rules, the target business or businesses that the Company completes a Business Combination with must collectively have a fair market value equal to at least 80% of the balance of the funds in the Trust Account less the deferred commission and amounts to pay tax obligations at the time of the execution of a definitive agreement for its initial Business Combination, although the Company may acquire a target business whose fair market value significantly exceeds 80% of the Trust Account balance. | |
The Company was required to determine if it was a foreign private issuer (“FPI”) under Rule 3b-4(d) of the Exchange Act, as of a date within 30 days of the filing of the Registration Statement with the Securities and Exchange Commission for the Offering. The Company determined it was an FPI prior to the filing of the Registration Statement. As an FPI, the Company is required to comply with the tender offer rules in connection with its initial Business Combination. The Company is required to determine its status as an 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 an FPI (as set forth in Rule 3b-4 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 a Business Combination with a target business, is required to provide shareholders who acquired shares in the Public Offering (“Public Shareholders”) with the opportunity to redeem their public shares 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 an FPI). Each Public Shareholder will be entitled to receive a full pro rata portion of the amount then in the Trust Account (approximately $10.33 per share, plus any pro rata interest earned on the funds held in the Trust Account and not released to the Company or necessary to pay its taxes). In no event will the Company consummate an initial Business Combination and allow redemptions of public shares such that the Company would have less than $5,000,001 in net tangible assets (including as a result of any redemptions that occurred upon taking advantage of the extension period described below). All of the Initial Shareholders waived any redemption rights they may have in connection with the initial Business Combination pursuant to letter agreements executed prior to the Offering. | |
Notwithstanding the foregoing redemption rights, if the Company is no longer an FPI and the Company seeks shareholder approval of its initial Business Combination and it does not conduct redemptions in connection with its Business Combination pursuant to the tender offer rules, the Company’s memorandum and articles of association provides that a public shareholder, individually or together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Exchange Act), will be restricted from redeeming its shares with respect to more than an aggregate of 19.9% of the shares sold in the Offering. | |
The Company’s amended and restated memorandum and articles of association provided that the Company would continue in existence only until January 24, 2014 (or April 24, 2014 if the Company took advantage of the full 90-day extension period described below). On January 24, 2014, the Company closed the Extension Tender Offer (see Note 12) and in connection therewith took advantage of the full 90-day period. Accordingly, the Company now has until April 24, 2014 to consummate an initial Business Combination. If the Company has not completed a Business Combination by such date, it will trigger the automatic liquidation of the Trust Account and the voluntary liquidation of the Company. If the Company is forced to liquidate prior to a Business Combination, its Public Shareholders are entitled to have their shares redeemed for a pro rata portion of the Trust Account, including any interest, and any net assets remaining available for distribution to them after payment of liabilities. The Initial Shareholders have waived their rights to share in any distribution with respect to their initial shares held prior to the Public Offering. | |
The Company incurred a net loss from operations of $4.4 million for the period from February 8, 2012 (inception) to September 30, 2013. At September 30, 2013, the Company had approximately $43.5 million of cash (including amounts in the Trust Account of approximately $43.3 million) and a working capital deficit of $269,137. The Company’s accumulated deficit aggregated approximately $4.4 million at September 30, 2013. The Company has principally financed its operations from inception using proceeds from sales of its equity securities in the Offering (see Note 3) and loans from shareholders (see Note 6). The Company has limited resources from which to pay its expenses until a Business Combination is completed. The Company has used all of the remaining funds not held in trust and the interest earned on the funds held in the Trust Account available to it. Accordingly, the Company will need to enter into contingent fee arrangements with its vendors or raise additional capital through loans or additional investments from its Initial Shareholders, officers, directors, or third parties. None of the Initial Shareholders, officers or directors is under any obligation to advance funds to, or invest in, the Company. Accordingly, significant uncertainties include the inability to obtain additional financing if needed to execute its business plan until a Business Combination is completed. If the Company is unable to raise additional capital or enter into contingent fee arrangements with its vendors, 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 controlling overhead expenses. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. These financial statements do not include any adjustments relating to the recovery of assets or the classification of liabilities that might be necessary should the Company be unable to continue as a going concern. | |
Revised Prior Period Amounts | |
While preparing its balance sheet as of March 31, 2013, the Company identified and corrected an error related to the accounting for the Company’s outstanding warrants. The amount of the error was approximately $4 million as of October 24, 2012. The Company determined that its outstanding warrants should have been accounted as a liability recorded at fair value and that this 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 does not meet the criteria for equity treatment described in ASC 815-45-7D. This accounting did not result in a significant change to the balance sheet for the period ended October 24, 2012 and therefore no changes have been made. | |
In accordance with Securities and Exchange Commission ("SEC") Staff Accounting Bulletin Nos. 99 and 108 (“SAB 99” and “SAB 108”), the Company has evaluated these errors, based on an analysis of quantitative and qualitative factors, as to whether they were material to each of the prior reporting periods affected and if amendments of previously filed 6-K reports with the SEC are required. The Company has determined that though quantitatively material to the previous quarters, qualitatively the recording of the warrants as liability instruments would not have influenced an investor’s decision making process and has determined to record the liability in the year ended September 30, 2013 as opposed to a restatement and reissuance of the previous filed balance sheet. |
Significant_Accounting_Policie
Significant Accounting Policies | 12 Months Ended | ||||||||||||
Sep. 30, 2013 | |||||||||||||
Significant Accounting Policies [Abstract] | ' | ||||||||||||
Significant Accounting Policies | ' | ||||||||||||
Note 2 — Significant Accounting Policies | |||||||||||||
Cash and Cash Equivalents | |||||||||||||
The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company maintains its cash deposits with major financial institutions. | |||||||||||||
Investment Held in Trust | |||||||||||||
The amounts held in the Trust Account represent substantially all of the proceeds of the Offering and the Private Placement and are classified as restricted assets since such amounts can only be used by the Company in connection with the consummation of a Business Combination. The funds held in the Trust Account are invested primarily in a highly liquid treasury bills. | |||||||||||||
Use of Estimates | |||||||||||||
The preparation of the financial statements in conformity with US 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 amount of expenses during the reporting period. Actual results could differ from those estimates. Significant estimates include the valuation of the warrant liability and the value of the unit purchase option issued to the underwriter. | |||||||||||||
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. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. | |||||||||||||
Warrant Liability | |||||||||||||
The Company accounts for the 4,200,000 warrants issued in connection with the Offering and the 3,600,000 Insider 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 instruments as liabilities at their fair value. This liability is subject to re-measurement at each balance sheet date until the warrants are exercised or expire, 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 expected volatility of the Company’s stock price over the expected term, expected time to complete a Business Combination and estimated probability of completing a successful Business Combination. 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. | |||||||||||||
30-Sep-13 | 29-Nov-12 | 24-Oct-12 | |||||||||||
The Company’s stock price | $ | 10.19 | $ | 10 | $ | 10 | |||||||
Dividend yield (per share) | N/A | N/A | N/A | ||||||||||
Risk-free interest rate | 1.4 | % | 1.05 | % | 1.21 | % | |||||||
Expected volatility rate | 25.634 | % | 27.419 | % | 27.51 | % | |||||||
Income Taxes | |||||||||||||
The Company accounts for income taxes under ASC Topic 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 statement 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 de-recognition, classification, interest and penalties, accounting in interim period, disclosure and transition. The Company has identified the British Virgin Islands as it’s only ‘‘major’’ tax jurisdiction, as defined. Based on the Company’s evaluation, it has been concluded that there are no significant uncertain tax positions requiring recognition in the Company’s financial statements. | |||||||||||||
The Company’s policy for recording interest and penalties associated with audits is to record such expense as a component of income tax expense. There were no amounts accrued for penalties or interest as of or during the period from February 8, 2012 (inception) through September 30, 2013. Management is currently unaware of any issues under review that could result in significant payments, accruals or material deviations from its position. | |||||||||||||
Loss per Share | |||||||||||||
The Company complies with accounting and disclosure requirements of ASC 260, “Earnings Per Share.” Basic loss per share is computed by dividing net loss attributable to outstanding ordinary shares by the weighted-average number of outstanding ordinary shares during the period. Ordinary shares subject to possible redemption at September 30, 2013 and for the period of February 8, 2012 (inception) through September 30, 2012 of 3,184,175 and 0, respectively, have been excluded from the calculation of basic loss per share since such shares, if redeemed, only participate in their pro rata share of the amounts held in the Trust Account. For the period from February 8, 2012 (inception) through September 30, 2012, 133,333 ordinary shares that were forfeited due to the underwriter’s over-allotment option not being exercised in full are excluded from the calculation of basic loss per share. Loss per share assuming dilution would give effect to dilutive options, warrants, and other potential ordinary shares outstanding during the period. The Company has not considered the effect of warrants to purchase 7,800,000 ordinary shares and an option to purchase 400,000 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. | |||||||||||||
Ordinary Shares Subject to Possible Redemption | |||||||||||||
There are 3,184,175 ordinary shares as part of Units (the “Units”) issued in the Offering, which contained a conversion feature which are subject to redemption. 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. | |||||||||||||
Accordingly, at September 30, 2013, 3,184,175 of the 4,200,000 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 number of ordinary shares which could be subject to possible redemption will change depending on factors (e.g. expenses, changes in fair value of the warrant liability, etc.) which affect the Company’s tangible net asset value. The redemption value at September 30, 2013 was equal to approximately the pro rata share of the aggregate amount then on deposit in the Trust Account (approximately $10.33 per share at September 30, 2013). | |||||||||||||
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 balance sheet. | |||||||||||||
Recent Accounting Pronouncements | |||||||||||||
Management does not believe that any recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying financial statements. | |||||||||||||
Subsequent Events | |||||||||||||
Management evaluates events that have occurred after the balance sheet date but before the financial statements are issued. Based upon the evaluation, management did not identify any recognized or non-recognized subsequent events that would have required adjustment or disclosure in the consolidated financial statements other than described in Note 12. |
Public_Offering_and_Private_Pl
Public Offering and Private Placement | 12 Months Ended |
Sep. 30, 2013 | |
Public Offering and Private Placement [Abstract] | ' |
Public Offering and Private Placement | ' |
Note 3 — Public Offering and Private Placement | |
On October 24, 2012, the Company sold 4,000,000 Units at an offering price of $10.00 per Unit generating gross proceeds of $40 million or net proceeds of approximately $39 million in the Public Offering. On November 29, 2012, the Company consummated the closing of the sale of an additional 200,000 Units at an offering price of $10.00 per Unit, which were sold pursuant to the Overallotment, generating net proceeds of approximately $1.9 million. | |
Each Unit consists of one ordinary share in the Company and one Warrant (“Warrants”) to purchase one ordinary share. Each Warrant entitles the holder to purchase one ordinary share at a price of $11.50 commencing on the completion of an initial Business Combination and expiring five years from the completion of an initial Business Combination, or earlier upon redemption. 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 of the ordinary shares in the event the ordinary shares are not traded on any specific trading day) 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 and there is a current registration statement in effect with respect to the ordinary shares underlying such Warrants during the 30-Day Trading Period and continuing until the date of redemption. | |
In accordance with the Warrant Agreement relating to the Warrants sold and issued in the Offering and the Private Placement, 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. | |
However, if a registration statement covering the ordinary shares issuable upon exercise of the Warrants and a prospectus relating to such ordinary shares has not been declared effective within 90 days following the closing of the Business Combination, commencing on that day, warrant holders may, until such time as there is an effective registration statement and during any period thereafter when the Company has failed to maintain an effective registration statement, exercise warrants on a cashless basis. | |
Simultaneously with the consummation of the Offering, the Company consummated the Private Placement with the sale of 3,600,000 Insider Warrants to its Initial Shareholders at a price of $0.75 per warrant, generating total proceeds of $2.7 million. The Insider Warrants are identical to the Warrants sold to public investors in the Offering except that: (i) the Insider Warrants were purchased pursuant to an exemption from the registration requirements of the Securities Act of 1933, as amended, (ii) the Insider Warrants are non-redeemable and (iii) the Insider Warrants are exercisable on a “cashless” basis, in each case, if held by the initial holders or permitted assigns. The Initial Shareholders have agreed that the Insider Warrants (including the ordinary shares issuable upon exercise of the Insider Warrants) will not be transferable, assignable or saleable (except to certain permitted transferees) until 30 days after the completion of an initial Business Combination. |
Deferred_Offering_Costs
Deferred Offering Costs | 12 Months Ended |
Sep. 30, 2013 | |
Deferred Offering Costs [Abstract] | ' |
Deferred Offering Costs | ' |
Note 4 — Deferred Offering Costs | |
Deferred offering costs consist principally of legal, accounting, underwriting fees and other costs incurred through the balance sheet date that are directly related to the Offering and that were charged to shareholders’ equity on October 24, 2012. |
Accrued_Expenses_related_party
Accrued Expenses (related party) | 12 Months Ended |
Sep. 30, 2013 | |
Accrued Expenses (related party) [Abstract] | ' |
Accrued Expenses (related party) | ' |
Note 5 — Accrued Expenses (related party) | |
As of September 30, 2013, the Company has accrued rent expenses of $32,500. The Company currently rents space provided by Collabrium Advisors LLP, an affiliate of Mr. Andrew Williams, the Company’s Chairman, and Eureka Company Limited, an affiliate of Mr. Koji Fusa, the Company’s Chief Executive Officer. |
Advances_related_party
Advances (related party) | 12 Months Ended |
Sep. 30, 2013 | |
Advance Related Party [Abstract] | ' |
Advances (related party) | ' |
Note 6 — Advances (related party) | |
Mr. Koji Fusa and Collabrium Advisors have paid on behalf of the Company, expenses for costs incurred for travel and other expenses relating to origination of a potential target, site visits, conferences, and investor meetings. As of September 30, 2013, the Company recorded as advances relating to these costs an aggregate of $379,906. |
Notes_Payable_to_Shareholders
Notes Payable to Shareholders | 12 Months Ended |
Sep. 30, 2013 | |
Notes Payable to Shareholders [Abstract] | ' |
Notes Payable to Shareholders | ' |
Note 7 — Notes Payable to Shareholders | |
The Company issued an aggregate of $100,000 principal amount unsecured promissory notes to its officers and directors on April 15, 2012. The notes were non-interest bearing and were payable on the earlier of (i) April 15, 2013, (ii) the consummation of the Public Offering or (iii) the date on which the Company determines not to proceed with the Offering. Due to the short-term nature of the notes, the fair value of the notes approximated the carrying amount. During the fiscal year ended 2013, these notes were repaid. |
Commitments
Commitments | 12 Months Ended |
Sep. 30, 2013 | |
Commitments [Abstract] | ' |
Commitments | ' |
Note 8 — Commitments | |
The Initial Shareholders and holders of the Insider Warrants (or underlying ordinary shares) are entitled to demand certain “piggy-back” registration rights with respect to the initial shares and the Insider Warrants (or underlying ordinary shares) as well as any other warrants that may be issued to them (or underlying ordinary shares) pursuant to an agreement signed on the October 18, 2012. | |
The Company sold to the underwriter, for $100, an option to purchase up to 400,000 Units at $15.00 per Unit. The underwriter’s Unit purchase option is exercisable starting on the later of the completion of a Business Combination or October 18, 2013 and ending on October 17, 2017. The Units issuable upon exercise of this option are identical to those 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 $255,000 (or $0.64 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 20%, (2) risk-free interest rate of 0.86% 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 Warrants and the market price of the Units and underlying ordinary shares) to exercise the Unit purchase option 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 Unit purchase option will not be entitled to exercise the Unit purchase option or the Warrants underlying the Unit purchase option unless a registration statement covering the securities underlying the Unit purchase option is effective or an exemption from registration is available. If the holder is unable to exercise the Unit purchase option or underlying Warrants, the Unit purchase option or Warrants, as applicable, will expire worthless. | |
The Company presently occupies office space provided by Collabrium Advisors LLP, an affiliate of Mr. Andrew Williams, the Company’s Chairman, and Eureka Company Limited, an affiliate of Mr. Koji Fusa, the Company’s Chief Executive Officer. Such affiliates have agreed that beginning October 18, 2012, until the Company consummates a Business Combination, they 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 affiliates an aggregate of $7,500 per month for such services commencing on November 1, 2012. As of September 30, 2013, the Company has accrued expenses of $32,500 related to these services. |
Shareholders_Equity
Shareholders' Equity | 12 Months Ended |
Sep. 30, 2013 | |
Shareholders' Equity [Abstract] | ' |
Shareholders' Equity | ' |
Note 9 — Shareholders’ Equity | |
Preferred Shares | |
The Company’s amended and restated memorandum and articles of association authorizes the issuance of an unlimited number of preferred shares divided into five classes, Class A through Class E each with such designation, rights and preferences as may be determined by our board of directors. No preferred shares are currently issued or outstanding. | |
Ordinary Shares | |
The Company is authorized to issue an unlimited number of ordinary shares with no par value per share. | |
In connection with the organization of the Company, a total of 1,533,333 ordinary shares were sold to the Initial Shareholders at a price of approximately $0.02 per share for an aggregate of $25,000 (the “Initial Shares”). As a result of the partial exercise of the Overallotment by the underwriter, the Company’s Initial Shareholders were required to forfeit an aggregate of 133,333 Initial Shares on November 29, 2012. | |
The Initial Shareholders have agreed not to transfer, assign or sell any of the Initial Shares (except to permitted transferees) until (i) with respect to 20% of such shares, upon consummation of an initial Business Combination, (ii) with respect to 20% of such shares, when the closing price of the Company’s ordinary shares exceeds $12.00 for any 20 trading days within a 30 trading day period following the consummation of an initial Business Combination, (iii) with respect to 20% of such shares, when the closing price of the Company’s ordinary shares exceeds $13.50 for any 20 trading days within a 30 trading day period following the consummation of an initial Business Combination, (iv) with respect to 20% of such shares, when the closing price of the Company’s ordinary shares exceeds $15.00 for any 20 trading days within a 30 trading day period following the consummation of an initial Business Combination, (v) with respect to 20% of such shares, when the closing price of the Company’s ordinary shares exceeds $17.00 for any 20 trading days within a 30 trading day period following the consummation of an initial Business Combination and (vi) with respect to 100% of such shares, immediately if, following a Business Combination, the Company engages in a subsequent transaction (1) resulting in its shareholders having the right to exchange their shares for cash or other securities or (2) involving a consolidation, merger or other change in the majority of the Company’s board of directors or management team in which the company is the surviving entity. |
Warrant_Liability
Warrant Liability | 12 Months Ended |
Sep. 30, 2013 | |
Warrant Liability [Abstract] | ' |
Warrant Liability | ' |
Note 10 — Warrant Liability | |
In accordance with the Warrant Agreement relating to the warrants sold and issued in the Offering and the Insider Warrants sold in the Private Placement, 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 $3,948,533 at September 30, 2013. |
Fair_Value_Measurements
Fair Value Measurements | 12 Months Ended | ||||||||||||||||
Sep. 30, 2013 | |||||||||||||||||
Fair Value Measurements [Abstract] | ' | ||||||||||||||||
Fair Value Measurements | ' | ||||||||||||||||
Note 11 — Fair Value Measurements | |||||||||||||||||
The Company has adopted 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 adoption of ASC 820 did not have an impact on the Company’s financial position or results of operations. | |||||||||||||||||
The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis as of September 30, 2013, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value. In general, fair values determined by Level 1 inputs utilize quoted prices (unadjusted) in active markets for identical assets or liabilities. Fair values determined by Level 2 inputs utilize data points that are observable such as quoted prices, interest rates and yield curves. Fair values determined by Level 3 inputs are unobservable data points for the asset or liability, and includes situations where there is little, if any, market activity for the asset or liability: | |||||||||||||||||
Description | 30-Sep-13 | Quoted Prices | Significant | Significant | |||||||||||||
in Active | Other | Other | |||||||||||||||
Markets | Observable | Unobservable | |||||||||||||||
(Level 1) | Inputs | Inputs | |||||||||||||||
(Level 2) | (Level 3) | ||||||||||||||||
Assets: | |||||||||||||||||
Investments held in trust | $ | 43,385,733 | $ | 43,385,733 | $ | - | $ | - | |||||||||
Liabilities: | |||||||||||||||||
Warrant liability | $ | 3,948,533 | $ | - | $ | $ | 3,948,533 | ||||||||||
The table below provides a reconciliation of the beginning and ending balances for the liabilities measured using fair significant unobservable inputs (Level 3): | |||||||||||||||||
Balance – September 30, 2012 | $ | - | |||||||||||||||
Correction of an error | 4,012,640 | ||||||||||||||||
Issuance of 200,000 warrants as part of Units on November 29, 2012 | 104,745 | ||||||||||||||||
Change in fair value | (168,851 | ) | |||||||||||||||
Balance – September 30, 2013 | $ | 3,948,533 | |||||||||||||||
Subsequent_Event
Subsequent Event | 12 Months Ended |
Sep. 30, 2013 | |
Subsequent Event [Abstract] | ' |
Subsequent Event | ' |
Note 12 — Subsequent Event | |
Pursuant to the Company’s Amended and Restated Memorandum and Articles of Association, if the Company anticipated that it would not be able to consummate a Business Combination by January 24, 2014, the Company was permitted to extend the period of time to consummate a Business Combination by up to an additional 90 days by offering Public Shareholders the right to have their shares redeemed for a pro rata portion of the amount then on deposit in the Trust Account; provided that the Company would not extend the period of time to consummate an Business Combination if it caused the Company to have less than $5,000,001 of net tangible assets. The Company determined that it would not complete an initial Business Combination by January 24, 2014. Accordingly, on December 23, 2013, the Company commenced a tender offer in connection with taking advantage of the full 90-day period (the “Extension Tender”). On January 24, 2014, the Company consummated the Extension Tender and in connection therewith took advantage of the full 90-day period. The Company redeemed 1,770,937 public shares in the Extension Tender for an aggregate purchase price of $18,287,032 which funds were paid from the Trust Account. Accordingly, the Company now has until April 24, 2014 to consummate an initial Business Combination. |
Significant_Accounting_Policie1
Significant Accounting Policies (Policies) | 12 Months Ended | ||||||||||||
Sep. 30, 2013 | |||||||||||||
Significant Accounting Policies [Abstract] | ' | ||||||||||||
Cash and Cash Equivalents | ' | ||||||||||||
Cash and Cash Equivalents | |||||||||||||
The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company maintains its cash deposits with major financial institutions. | |||||||||||||
Investment Held in Trust | ' | ||||||||||||
Investment Held in Trust | |||||||||||||
The amounts held in the Trust Account represent substantially all of the proceeds of the Offering and the Private Placement and are classified as restricted assets since such amounts can only be used by the Company in connection with the consummation of a Business Combination. The funds held in the Trust Account are invested primarily in a highly liquid treasury bills. | |||||||||||||
Use of Estimates | ' | ||||||||||||
Use of Estimates | |||||||||||||
The preparation of the financial statements in conformity with US 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 amount of expenses during the reporting period. Actual results could differ from those estimates. Significant estimates include the valuation of the warrant liability and the value of the unit purchase option issued to the underwriter. | |||||||||||||
Concentration of Credit Risk | ' | ||||||||||||
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. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. | |||||||||||||
Warrant Liability | ' | ||||||||||||
Warrant Liability | |||||||||||||
The Company accounts for the 4,200,000 warrants issued in connection with the Offering and the 3,600,000 Insider 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 instruments as liabilities at their fair value. This liability is subject to re-measurement at each balance sheet date until the warrants are exercised or expire, 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 expected volatility of the Company’s stock price over the expected term, expected time to complete a Business Combination and estimated probability of completing a successful Business Combination. 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. | |||||||||||||
30-Sep-13 | 29-Nov-12 | 24-Oct-12 | |||||||||||
The Company’s stock price | $ | 10.19 | $ | 10 | $ | 10 | |||||||
Dividend yield (per share) | N/A | N/A | N/A | ||||||||||
Risk-free interest rate | 1.4 | % | 1.05 | % | 1.21 | % | |||||||
Expected volatility rate | 25.634 | % | 27.419 | % | 27.51 | % | |||||||
Income Taxes | ' | ||||||||||||
Income Taxes | |||||||||||||
The Company accounts for income taxes under ASC Topic 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 statement 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 de-recognition, classification, interest and penalties, accounting in interim period, disclosure and transition. The Company has identified the British Virgin Islands as it’s only ‘‘major’’ tax jurisdiction, as defined. Based on the Company’s evaluation, it has been concluded that there are no significant uncertain tax positions requiring recognition in the Company’s financial statements. | |||||||||||||
The Company’s policy for recording interest and penalties associated with audits is to record such expense as a component of income tax expense. There were no amounts accrued for penalties or interest as of or during the period from February 8, 2012 (inception) through September 30, 2013. Management is currently unaware of any issues under review that could result in significant payments, accruals or material deviations from its position. | |||||||||||||
Loss per Share | ' | ||||||||||||
Loss per Share | |||||||||||||
The Company complies with accounting and disclosure requirements of ASC 260, “Earnings Per Share.” Basic loss per share is computed by dividing net loss attributable to outstanding ordinary shares by the weighted-average number of outstanding ordinary shares during the period. Ordinary shares subject to possible redemption at September 30, 2013 and for the period of February 8, 2012 (inception) through September 30, 2012 of 3,184,175 and 0, respectively, have been excluded from the calculation of basic loss per share since such shares, if redeemed, only participate in their pro rata share of the amounts held in the Trust Account. For the period from February 8, 2012 (inception) through September 30, 2012, 133,333 ordinary shares that were forfeited due to the underwriter’s over-allotment option not being exercised in full are excluded from the calculation of basic loss per share. Loss per share assuming dilution would give effect to dilutive options, warrants, and other potential ordinary shares outstanding during the period. The Company has not considered the effect of warrants to purchase 7,800,000 ordinary shares and an option to purchase 400,000 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. | |||||||||||||
Ordinary Shares Subject to Possible Redemption | ' | ||||||||||||
Ordinary Shares Subject to Possible Redemption | |||||||||||||
There are 3,184,175 ordinary shares as part of Units (the “Units”) issued in the Offering, which contained a conversion feature which are subject to redemption. 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. | |||||||||||||
Accordingly, at September 30, 2013, 3,184,175 of the 4,200,000 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 number of ordinary shares which could be subject to possible redemption will change depending on factors (e.g. expenses, changes in fair value of the warrant liability, etc.) which affect the Company’s tangible net asset value. The redemption value at September 30, 2013 was equal to approximately the pro rata share of the aggregate amount then on deposit in the Trust Account (approximately $10.33 per share at September 30, 2013). | |||||||||||||
Fair Value of Financial Instruments | ' | ||||||||||||
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 balance sheet. | |||||||||||||
Recent Accounting Pronouncements | ' | ||||||||||||
Recent Accounting Pronouncements | |||||||||||||
Management does not believe that any recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying financial statements. | |||||||||||||
Subsequent Events | ' | ||||||||||||
Subsequent Events | |||||||||||||
Management evaluates events that have occurred after the balance sheet date but before the financial statements are issued. Based upon the evaluation, management did not identify any recognized or non-recognized subsequent events that would have required adjustment or disclosure in the consolidated financial statements other than described in Note 12. |
Significant_Accounting_Policie2
Significant Accounting Policies (Tables) | 12 Months Ended | ||||||||||||
Sep. 30, 2013 | |||||||||||||
Significant Accounting Policies [Abstract] | ' | ||||||||||||
Schedule of warranty liability historical volatility | ' | ||||||||||||
30-Sep-13 | 29-Nov-12 | 24-Oct-12 | |||||||||||
The Company’s stock price | $ | 10.19 | $ | 10 | $ | 10 | |||||||
Dividend yield (per share) | N/A | N/A | N/A | ||||||||||
Risk-free interest rate | 1.4 | % | 1.05 | % | 1.21 | % | |||||||
Expected volatility rate | 25.634 | % | 27.419 | % | 27.51 | % | |||||||
Fair_Value_Measurements_Tables
Fair Value Measurements (Tables) | 12 Months Ended | ||||||||||||||||
Sep. 30, 2013 | |||||||||||||||||
Fair Value Measurements [Abstract] | ' | ||||||||||||||||
Summary of fair values for asset or liability | ' | ||||||||||||||||
Description | 30-Sep-13 | Quoted Prices | Significant | Significant | |||||||||||||
in Active | Other | Other | |||||||||||||||
Markets | Observable | Unobservable | |||||||||||||||
(Level 1) | Inputs | Inputs | |||||||||||||||
(Level 2) | (Level 3) | ||||||||||||||||
Assets: | |||||||||||||||||
Investments held in trust | $ | 43,385,733 | $ | 43,385,733 | $ | - | $ | - | |||||||||
Liabilities: | |||||||||||||||||
Warrant liability | $ | 3,948,533 | $ | - | $ | $ | 3,948,533 | ||||||||||
Summary of reconciliation of the beginning and ending balances for liabilities | ' | ||||||||||||||||
Balance – September 30, 2012 | $ | - | |||||||||||||||
Correction of an error | 4,012,640 | ||||||||||||||||
Issuance of 200,000 warrants as part of Units on November 29, 2012 | 104,745 | ||||||||||||||||
Change in fair value | (168,851 | ) | |||||||||||||||
Balance – September 30, 2013 | $ | 3,948,533 | |||||||||||||||
Organization_Plan_of_Business_1
Organization, Plan of Business Operations and Going Concern Consideration (Details) (USD $) | 1 Months Ended | 8 Months Ended | 12 Months Ended | 20 Months Ended | |||
Nov. 30, 2012 | Oct. 31, 2012 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2013 | Oct. 24, 2012 | ||
Organization, Plan of Business Operations and Liquidity (Textual) | ' | ' | ' | ' | ' | ' | |
Public offering, proceeds net of underwriting discount | $1,900,000 | $39,000,000 | ' | ' | ' | ' | |
Public offering units | ' | 4,000,000 | ' | ' | ' | ' | |
Proceed from issuance of warrants under private placement | ' | 2,700,000 | ' | ' | ' | ' | |
Warrants issued under private placement | ' | 3,600,000 | ' | ' | ' | ' | |
Public offering number of unit sold | 200,000 | 4,000,000 | ' | ' | ' | ' | |
Redemption price per unit | ' | ' | ' | $10.33 | $10.33 | ' | |
Amount held in trust account closing of offering and private placement | ' | ' | ' | 43,400,000 | ' | ' | |
Investment description of amount received in over allotment of public offering | ' | ' | ' | ' | ' | ' | |
Upon the closing of the Offering and Private Placement, approximately $43.4 million (approximately $10.33 per share sold) is held in a trust account (“Trust Account”) and is 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 initial Business Combination and the Company’s failure to consummate a Business Combination within the prescribed time. Placing funds in the Trust Account may not protect those funds from third party claims against the Company. | |||||||
Business combination compliance pursuant to the Nasdaq listing rules, Description | ' | ' | ' | ' | ' | ' | |
Pursuant to the Nasdaq listing rules, the target business or businesses that the Company completes a Business Combination with must collectively have a fair market value equal to at least 80% of the balance of the funds in the Trust Account less the deferred commission and amounts to pay tax obligations at the time of the execution of a definitive agreement for its initial Business Combination, although the Company may acquire a target business whose fair market value significantly exceeds 80% of the Trust Account balance. | |||||||
Foreign private issuer status, Description | ' | ' | ' | ' | ' | ' | |
The Company was required to determine if it was a foreign private issuer (“FPI”) under Rule 3b-4(d) of the Exchange Act, as of a date within 30 days of the filing of the Registration Statement with the Securities and Exchange Commission for the Offering. | |||||||
Minimum carrying amount of net tangible assets for redemption of public shares | ' | ' | ' | 5,000,001 | 5,000,001 | ' | |
Restriction from redemption of share sold in public offering, Description | ' | ' | ' | ' | ' | ' | |
Notwithstanding the foregoing redemption rights, if the Company is no longer an FPI and the Company seeks shareholder approval of its initial Business Combination and it does not conduct redemptions in connection with its Business Combination pursuant to the tender offer rules, the Company’s memorandum and articles of association provides that a public shareholder, individually or together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Exchange Act), will be restricted from redeeming its shares with respect to more than an aggregate of 19.9% of the shares sold in the Offering. | |||||||
Description of company liquidation due to non completion of business combination condition 1 | ' | ' | ' | ' | ' | ' | |
The Company’s amended and restated memorandum and articles of association provided that the Company would continue in existence only until January 24, 2014 (or April 24, 2014 if the Company took advantage of the full 90-day extension period described below). On January 24, 2014, the Company closed the Extension Tender Offer (see Note 12) and in connection therewith took advantage of the full 90-day period. Accordingly, the Company now has until April 24, 2014 to consummate an initial Business Combination. If the Company has not completed a Business Combination by such date, it will trigger the automatic liquidation of the Trust Account and the voluntary liquidation of the Company. If the Company is forced to liquidate prior to a Business Combination, its Public Shareholders are entitled to have their shares redeemed for a pro rata portion of the Trust Account, including any interest, and any net assets remaining available for distribution to them after payment of liabilities. The Initial Shareholders have waived their rights to share in any distribution with respect to their initial shares held prior to the Public Offering. | |||||||
Net loss | ' | ' | -3,190 | [1] | -4,397,547 | -4,400,737 | ' |
Cash | ' | ' | ' | 43,500,000 | 43,500,000 | ' | |
Cash In Trust Account | ' | ' | ' | 43,300,000 | 43,300,000 | ' | |
Working capital deficit | ' | ' | ' | 269,137 | 269,137 | ' | |
Accumulated deficit | ' | ' | ' | 4,400,000 | 4,400,000 | ' | |
Outstanding warrants | ' | ' | ' | ' | ' | $4,000,000 | |
[1] | 2. Reflects an aggregate of 133,333 ordinary shares forfeited by the initial shareholders because the underwriter's over-allotment option was not exercised in full. |
Significant_Accounting_Policie3
Significant Accounting Policies (Details) (USD $) | 1 Months Ended | 12 Months Ended | |
Nov. 29, 2012 | Oct. 24, 2012 | Sep. 30, 2013 | |
Significant Accounting Policies [Abstract] | ' | ' | ' |
The Company's stock price | $10 | $10 | $10.19 |
Dividend yield (per share) | ' | ' | ' |
Risk-free interest rate | 1.05% | 1.21% | 1.40% |
Expected volatility rate | 27.42% | 27.51% | 25.63% |
Significant_Accounting_Policie4
Significant Accounting Policies (Details Textual) (USD $) | 8 Months Ended | 12 Months Ended |
Sep. 30, 2012 | Sep. 30, 2013 | |
Significant Accounting Policies (Textual) | ' | ' |
Federal depository insurance coverage | ' | $250,000 |
Warrants issued in connection with the Offering | ' | 4,200,000 |
Insider Warrants issued in connection with the Private Placement | ' | 3,600,000 |
Amount of accrued penalties or interest | ' | $0 |
Ordinary shares subject to possible redemption | ' | 3,184,175 |
Ordinary shares subject to outstanding warrants | ' | 7,800,000 |
Units subject to outstanding options | ' | 400,000 |
Shares classified as temporary equity | ' | 3,184,175 |
Public Shares | ' | 4,200,000 |
Redemption price per share | ' | $10.33 |
Number of ordinary shares forfeited by initial shareholders | 133,333 | ' |
IPO [Member] | ' | ' |
Significant Accounting Policies (Textual) | ' | ' |
Ordinary shares issued in offering | ' | 3,184,175 |
Public_Offering_and_Private_Pl1
Public Offering and Private Placement (Details) (USD $) | 1 Months Ended | 12 Months Ended | |||
In Millions, except Share data, unless otherwise specified | Nov. 30, 2012 | Oct. 31, 2012 | Sep. 30, 2013 | Nov. 29, 2012 | Oct. 24, 2012 |
Public Offering and Private Placement (Textual) | ' | ' | ' | ' | ' |
Public offering number of unit sold | 200,000 | 4,000,000 | ' | ' | ' |
Offering price per unit | ' | ' | ' | $10 | $10 |
Net proceeds from public offerings | $1.90 | $39 | ' | ' | ' |
Description of exercise price of warrants | ' | ' | ' | ' | ' |
Each Warrant entitles the holder to purchase one ordinary share at a price of $11.50 commencing on the completion of an initial Business Combination and expiring five years from the completion of an initial Business Combination, or earlier upon redemption. | |||||
Description of redemption of 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 of the ordinary shares in the event the ordinary shares are not traded on any specific trading day) 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 and there is a current registration statement in effect with respect to the ordinary shares underlying such Warrants during the 30-Day Trading Period and continuing until the date of redemption. | |||||
Period of effectiveness of ordinary shares | ' | ' | ' | ' | ' |
90 days following the closing of the Business Combination. | |||||
Warrants issued under private placement | ' | 3,600,000 | ' | ' | ' |
Warrant price in private placement | ' | ' | 0.75 | ' | ' |
Proceed from issuance of warrants under private placement | ' | $2.70 | ' | ' | ' |
Description of private placement warrants | ' | ' | ' | ' | ' |
The Insider Warrants are identical to the Warrants sold to public investors in the Offering except that: (i) the Insider Warrants were purchased pursuant to an exemption from the registration requirements of the Securities Act of 1933, as amended, (ii) the Insider Warrants are non-redeemable and (iii) the Insider Warrants are exercisable on a “cashless” basis, in each case, if held by the initial holders or permitted assigns. The Initial Shareholders have agreed that the Insider Warrants (including the ordinary shares issuable upon exercise of the Insider Warrants) will not be transferable, assignable or saleable (except to certain permitted transferees) until 30 days after the completion of an initial Business Combination. |
Accrued_Expenses_related_party1
Accrued Expenses (related party) (Details) (USD $) | Sep. 30, 2013 | Sep. 30, 2012 |
Accrued Expenses (related party) (Textual) | ' | ' |
Accrued expenses | $32,500 | ' |
Advances_related_party_Details
Advances (related party) (Details) (USD $) | Sep. 30, 2013 |
Advances (related party) (Textual) | ' |
Advances from related party | $379,906 |
Notes_Payable_to_Shareholders_
Notes Payable to Shareholders (Details) (USD $) | 12 Months Ended | |
Sep. 30, 2013 | Apr. 15, 2012 | |
Notes Payable to Shareholders (Textual) | ' | ' |
Principal amount of unsecured promissory notes to officers and directors | ' | $100,000 |
Maturity date of promissory note | 15-Apr-13 | ' |
Commitments_Details
Commitments (Details) (USD $) | 12 Months Ended | ||
Sep. 30, 2013 | Nov. 02, 2012 | Sep. 30, 2012 | |
Commitments (Textual) | ' | ' | ' |
Option to purchase maximum number of units | 400,000 | ' | ' |
Proceeds from sale of purchase option | $100 | ' | ' |
Exercise price of option sold | $15 | ' | ' |
Description of exercise date of underwriter's unit purchase option | 'The underwriter's Unit purchase option is exercisable starting on the later of the completion of a Business Combination or October 18, 2013 and ending on October 17, 2017. | ' | ' |
Cash payment for purchase option | 100 | ' | ' |
Fair value of unit purchase option | 255,000 | ' | ' |
Fair value of purchase option per unit | $0.64 | ' | ' |
Expected volatility | 20.00% | ' | ' |
Risk-free interest rate | 0.86% | ' | ' |
Expected life | '5 years | ' | ' |
Payment to affiliate for services | ' | 7,500 | ' |
Accrued expenses | $32,500 | ' | ' |
Shareholders_Equity_Details
Shareholders' Equity (Details) (USD $) | 12 Months Ended | |
Sep. 30, 2013 | Sep. 30, 2012 | |
Shareholders' Equity (Textual) | ' | ' |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Preferred stock, no par value | ' | ' |
Preferred stock share authorized | 'Unlimited | 'Unlimited |
Common stock, shares, outstanding | 2,415,825 | 1,533,333 |
Share price | ' | $0.02 |
Ordinary shares, no par value, unlimited shares authorized; 1,533,333 shares issued and outstanding(1) | ' | ' |
Forfeiture of shares due to partial exercise of over allotment option by the underwriter | ' | 133,333 |
Criteria of transferring assigning or sell of initial shares condition 1 | 'The Initial Shareholders have agreed not to transfer, assign or sell any of the Initial Shares (except to permitted transferees) until with respect to 20% of such shares, upon consummation of an initial Business Combination. | ' |
Criteria of transferring assigning or sell of initial shares condition 2 | 'The Initial Shareholders have agreed not to transfer, assign or sell any of the Initial Shares (except to permitted transferees) until with respect to 20% of such shares, when the closing price of the Company's ordinary shares exceeds $12.00 for any 20 trading days within a 30 trading day period following the consummation of an initial Business Combination. | ' |
Criteria of transferring assigning or sell of initial shares condition 3 | 'The Initial Shareholders have agreed not to transfer, assign or sell any of the Initial Shares (except to permitted transferees) until with respect to 20% of such shares, when the closing price of the Company's ordinary shares exceeds $13.50 for any 20 trading days within a 30 trading day period following the consummation of an initial Business Combination. | ' |
Criteria of transferring assigning or sell of initial shares condition 4 | 'The Initial Shareholders have agreed not to transfer, assign or sell any of the Initial Shares (except to permitted transferees) until with respect to 20% of such shares, when the closing price of the Company's ordinary shares exceeds $15.00 for any 20 trading days within a 30 trading day period following the consummation of an initial Business Combination. | ' |
Criteria of transferring assigning or sell of initial shares condition 5 | 'The Initial Shareholders have agreed not to transfer, assign or sell any of the Initial Shares (except to permitted transferees) until with respect to 20% of such shares, when the closing price of the Company's ordinary shares exceeds $17.00 for any 20 trading days within a 30 trading day period following the consummation of an initial Business Combination. | ' |
Criteria of transferring assigning or sell of initial shares condition 6 | 'The Initial Shareholders have agreed not to transfer, assign or sell any of the Initial Shares (except to permitted transferees) until with respect to 100% of such shares, immediately if, following a Business Combination, the Company engages in a subsequent transaction (1) resulting in its shareholders having the right to exchange their shares for cash or other securities or (2) involving a consolidation, merger or other change in the majority of the Company's board of directors or management team in which the company is the surviving entity. | ' |
Warrant_Liability_Details
Warrant Liability (Details) (USD $) | Sep. 30, 2013 |
Warrant Liability Textual | ' |
Warrant liability | $3,948,533 |
Fair_Value_Measurements_Detail
Fair Value Measurements (Details) (USD $) | Sep. 30, 2013 |
Assets: | ' |
Investments held in trust | $43,385,733 |
Liabilities: | ' |
Warrant liability | 3,948,533 |
Quoted Prices in Active Markets (Level 1) | ' |
Assets: | ' |
Investments held in trust | 43,385,733 |
Liabilities: | ' |
Warrant liability | ' |
Significant Other Observable Inputs (Level 2) | ' |
Assets: | ' |
Investments held in trust | ' |
Liabilities: | ' |
Warrant liability | ' |
Significant Other Unobservable Inputs (Level 3) | ' |
Assets: | ' |
Investments held in trust | ' |
Liabilities: | ' |
Warrant liability | $3,948,533 |
Fair_Value_Measurements_Detail1
Fair Value Measurements (Details 1) (USD $) | 12 Months Ended |
Sep. 30, 2013 | |
Summary of reconciliation of the beginning and ending balances for liabilities | ' |
Balance - September 30, 2012 | ' |
Correction of an error | 4,012,640 |
Issuance of 200,000 warrants as part of Units on November 29, 2012 | 104,745 |
Change in fairvalue | -168,851 |
Balance - September 30, 2013 | $3,948,533 |
Fair_Value_Measurements_Detail2
Fair Value Measurements (Details Textual) | 12 Months Ended |
Sep. 30, 2013 | |
Fairvalue Measurements Details (Textual) [Abstract] | ' |
Issuane of warrants as part of units | 200,000 |
Subsequent_Event_Details
Subsequent Event (Details) (USD $) | 12 Months Ended | 1 Months Ended |
Sep. 30, 2013 | Apr. 24, 2014 | |
Subsequent Event [Member] | ||
Subsequent Event [Line Items] | ' | ' |
Minimum carrying amount of net tangible assets for redemption of public shares | $5,000,001 | ' |
Redeemed public shares | 3,184,175 | 1,770,937 |
Redeemed public shares, Value | ' | $18,287,032 |