Document_And_Entity_Informatio
Document And Entity Information (USD $) | 11 Months Ended | ||
Dec. 31, 2013 | Mar. 25, 2014 | Jun. 30, 2013 | |
Document Information [Line Items] | ' | ' | ' |
Entity Registrant Name | 'MergeWorthRx Corp. | ' | ' |
Entity Central Index Key | '0001571088 | ' | ' |
Current Fiscal Year End Date | '--12-31 | ' | ' |
Entity Filer Category | 'Smaller Reporting Company | ' | ' |
Trading Symbol | 'MWRX | ' | ' |
Entity Common Stock, Shares Outstanding | ' | 10,200,950 | ' |
Document Type | '10-K | ' | ' |
Amendment Flag | 'false | ' | ' |
Document Period End Date | 31-Dec-13 | ' | ' |
Document Fiscal Period Focus | 'FY | ' | ' |
Document Fiscal Year Focus | '2013 | ' | ' |
Entity Well-known Seasoned Issuer | 'No | ' | ' |
Entity Voluntary Filers | 'No | ' | ' |
Entity Current Reporting Status | 'Yes | ' | ' |
Entity Public Float | ' | ' | $0 |
Balance_Sheet
Balance Sheet (USD $) | Dec. 31, 2013 | |
Current Assets | ' | |
Cash and cash equivalents | $219,160 | |
Prepaid expenses | 48,215 | |
Total Current Assets | 267,375 | |
Other Assets | ' | |
Investments held in trust | 63,452,417 | |
Security deposits | 5,152 | |
Total Other Assets | 63,457,569 | |
Total Assets | 63,724,944 | |
Current Liabilities | ' | |
Accrued expenses and accounts payable | 33,436 | |
Accrued offering costs | 179,880 | |
Total Liabilities | 213,316 | |
Commitments and Contingencies | ' | |
Common stock subject to possible redemption, 6,998,998 shares at conversion value | 58,511,627 | |
STOCKHOLDERS' EQUITY | ' | |
Preferred stock, $0.0001 par value; 5,000,000 authorized, none issued and outstanding | 0 | |
Common stock, $0.0001 par value; 100,000,000 shares authorized; 3,201,952 shares issued and outstanding (excluding 6,998,998 shares subject to conversion) | 320 | [1] |
Additional paid-in capital | 5,195,445 | |
Deficit accumulated during the development stage | -195,764 | |
Total Stockholders' Equity | 5,000,001 | |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $63,724,944 | |
[1] | Share amounts have been retroactively restated to reflect the effect of a stock dividend of 0.1 shares for each outstanding share of common stock on June 26, 2013. |
Balance_Sheet_Parenthetical
Balance Sheet (Parenthetical) (USD $) | 11 Months Ended |
Dec. 31, 2013 | |
Preferred stock, par value (in dollars per share) | $0.00 |
Preferred stock, shares authorized | 5,000,000 |
Preferred stock, shares issued | 0 |
Preferred stock, shares outstanding | 0 |
Common stock, par value (in dollars per share) | $0.00 |
Common stock, shares authorized | 100,000,000 |
Common stock, shares issued | 3,201,952 |
Common stock, shares outstanding | 3,201,952 |
Common stock, dividends, cash paid (in dollars per share) | $0.10 |
Temporary Equity, Shares Outstanding | 6,998,998 |
Statement_of_Operations
Statement of Operations (USD $) | 11 Months Ended | |
Dec. 31, 2013 | ||
Formation and operating costs | $216,411 | |
Loss from operations | -216,411 | |
Other income: | ' | |
Interest income | 20,647 | |
Net Loss | ($195,764) | |
Weighted average shares outstanding, basic and diluted | 2,588,556 | [1] |
Basic and diluted net loss per common share (in dollars per share) | ($0.08) | |
[1] | Share amounts have been retroactively restated to reflect the effect of a stock dividend of 0.1 shares for each outstanding share of common stock on June 26, 2013. |
Statements_of_Operations_Paren
Statements of Operations (Parenthetical) (USD $) | 11 Months Ended |
Dec. 31, 2013 | |
Common Stock, Dividends, Per Share, Cash Paid | $0.10 |
Statement_of_Cash_Flows
Statement of Cash Flows (USD $) | 11 Months Ended |
Dec. 31, 2013 | |
Cash Flows from Operating Activities: | ' |
Net loss | ($195,764) |
Adjustments to reconcile net loss to net cash used in operating activities: | ' |
Increase interest reinvested in Trust Account | -17 |
Changes in operating assets and liabilities: | ' |
Increase in security deposit | -5,152 |
Increase in prepaid expenses | -48,215 |
Increase in accrued expenses and accounts payable | 33,436 |
Net cash used in operating activities | -215,712 |
Cash Flows from Investing Activities: | ' |
Principal deposited in Trust Account | -63,452,400 |
Net cash used in investing activities | -63,452,400 |
Cash Flows from Financing Activities: | ' |
Proceeds from public and private offering | 66,452,600 |
Payment of underwriters' discount and offering expenses | -2,565,328 |
Proceeds from notes payable to shareholders | 170,000 |
Repayment of notes payable to shareholders | -170,000 |
Net cash provided by financing activities | 63,887,272 |
Net Change in Cash and Cash Equivalents | 219,160 |
Cash and Cash Equivalents - Beginning | 0 |
Cash and Cash Equivalents - Ending | 219,160 |
Non-cash investing and financing activities: | ' |
Accrual of offering costs | $179,880 |
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. 21, 2013 | $0 | $0 | [1] | $0 | $0 | |
Balance (in shares) at Jan. 21, 2013 | [1] | ' | 0 | ' | ' | |
Common stock issued at approximately $0.013 per share to initial stockholders, on February 26, 2013 | 25,000 | 190 | [1] | 24,810 | 0 | |
Common stock issued at approximately $0.013 per share to initial stockholders, on February 26, 2013 (in shares) | [1] | ' | 1,897,500 | ' | ' | |
Public Offering of 6,600,000 shares of common stock, $8.00 per share on July 2, 2013 | 52,800,000 | 660 | [1] | 52,799,340 | 0 | |
Public Offering of 6,600,000 shares of common stock, $8.00 per share on July 2, 2013 (in shares) | [1] | ' | 6,600,000 | ' | ' | |
Private placement of 634,250 shares of Common Stock, $8.00 per share on July 2, 2013 | 5,074,000 | 63 | [1] | 5,073,937 | 0 | |
Private placement of 634,250 shares of Common Stock, $8.00 per share on July 2, 2013 (in shares) | [1] | ' | 634,250 | ' | ' | |
Public Offering of 990,000 shares of common stock, $8.00 per share on July 8, 2013 | 7,920,000 | 99 | [1] | 7,919,901 | 0 | |
Public Offering of 990,000 shares of common stock, $8.00 per share on July 8, 2013 (in shares) | [1] | ' | 990,000 | ' | ' | |
Private placement of 79,200 shares of Common Stock, $8.00 per share on July 8, 2013 | 633,600 | 8 | [1] | 633,592 | 0 | |
Private placement of 79,200 shares of Common Stock, $8.00 per share on July 8, 2013 (in shares) | [1] | ' | 79,200 | ' | ' | |
Underwriters' discount and offering expenses | -2,743,808 | 0 | [1] | -2,743,808 | ' | |
Common stock subject to redemption (in shares) | [1] | ' | -6,998,998 | ' | ' | |
Common stock subject to redemption | -58,513,027 | -700 | [1] | -58,512,327 | ' | |
Net loss for the period from January 22, 2013 (inception) to December 31, 2013 | -195,764 | 0 | [1] | 0 | -195,764 | |
Balance at Dec. 31, 2013 | $5,000,001 | $320 | [1] | $5,195,445 | ($195,764) | |
Balance (in shares) at Dec. 31, 2013 | [1] | ' | 3,201,952 | ' | ' | |
[1] | Share amounts have been retroactively restated to reflect the effect of a stock dividend of 0.1 shares for each outstanding share of common stock on June 26, 2013. |
Statements_of_Changes_in_Stock1
Statements of Changes in Stockholders' Equity (Parenthetical) (USD $) | 11 Months Ended |
Dec. 31, 2013 | |
Development Stage Entities, Equity Issuance, Per Share Amount | $0.01 |
Private Placement [Member] | ' |
Development Stage Entities, Equity Issuance, Per Share Amount | $8 |
Organization_Plan_of_Business_
Organization, Plan of Business Operations and Going Concern | 11 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 Going Concern | |
MergeWorthRx Corp. (formerly MedWorth Acquisition Corp.) (a company in the development stage) (the “Company”) was incorporated in Delaware on January 22, 2013 as a blank check company whose objective is to acquire, through a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination, one or more businesses or entities (a “Business Combination”). The Company is focusing its search on target business based in the United States operating in the healthcare industry, with specific focus on the specialty pharmacy, home infusion pharmacy and/or drug distribution sectors. However, the Company is not limited to a particular geographic region or business industry or sector and it may pursue opportunities in any location or business industry or sector that it believes is attractive. | |
On November 27, 2013, the Company filed an amendment to its Amended and Restated Certificate of Incorporation changing the Company's name from MedWorth Acquisition Corp. to MergeWorthRx Corp. | |
As of December 31, 2013, the Company had not yet commenced any operations. All activity through December 31, 2013 relates to the Company’s formation, the public offering described below and searching for a target business with which to complete a Business Combination. 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 all of the risks associated with development stage companies. | |
The registration statement for the Company’s initial public offering (“Public Offering”) was declared effective on June 26, 2013. On June 27, 2013, the Company filed a new registration statement to increase the size of the offering by 10%, from 6,000,000 shares of common stock, $0.0001 par value (the “Common Stock”), to 6,600,000 shares of Common Stock (collectively, the “Public Shares”) pursuant to Rule 462(b) under the Securities Act of 1933, as amended. On July 2, 2013, the Company consummated the Public Offering, generating proceeds, net of underwriters’ discount, includes other costs of the offering of $50,333,392. The Company simultaneously raised $5,074,000 through the issuance of 634,250 shares of Common Stock (“Sponsor Shares”) to certain of the Company’s initial stockholders (collectively, the “Sponsors”) in a private placement (“Private Placement”) (See Note 3 - Public Offering and Private Placement). | |
On July 3, 2013, the underwriters exercised their over-allotment option in full and on July 8, 2013, the Company completed the sale of an additional 990,000 shares of Common Stock (the “Additional Shares”) and received proceeds, net of underwriters’ discount, of $7,642,800. Simultaneously with the closing of the sale of the Additional Shares, the Company raised, via private placement, an additional $633,600 through the sale of an additional 79,200 Sponsor Shares (at $8.00 per share) to certain of the Company’s Sponsors. | |
The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Public Offering and the Sponsor Shares, 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 effect a Business Combination successfully. Upon the closing of the Public Offering, including the over-allotment, $63,452,400 ($8.36 per Public Share, including the proceeds of the Private Placement of the Sponsor Shares) was placed in a trust account (“Trust Account”) maintained by Continental Stock Transfer and Trust Company, as trustee, and invested in United States Treasury securities 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. Treasury securities, until the earlier of the consummation of the Company’s first 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 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 officers have agreed that they will be jointly and severally liable under certain circumstances to ensure that the proceeds in the Trust Account are not reduced by the claims of target businesses or vendors or other entities that are owed money by the Company for services rendered, contracted for, or products sold, to the Company. However, they may not be able to satisfy those obligations should they arise. The remaining net proceeds (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. Interest income on the funds held in the Trust Account can be released to the Company to pay its (1) 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 shares are listed on the NASDAQ Capital Market (“NASDAQ”) under the symbol “MWRX”. Pursuant to the NASDAQ listing rules, the target business or businesses that the Company acquires must collectively have a fair market value equal to at least 80% of the balance of the funds in the Trust Account (net of taxes payable) 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 will seek stockholder approval of any Business Combination at a meeting called for such purpose at which stockholders may seek to convert their Public Shares into their pro rata share of the aggregate amount then on deposit in the Trust Account (net of taxes payable). The Company will proceed with a Business Combination only if it has net tangible assets of at least $5,000,001 upon consummation of the Business Combination and a majority of the outstanding Shares of the Company voted, are voted in favor of the Business Combination. Notwithstanding the foregoing, a Public Stockholder (as defined below), together with any affiliate of his or any other person with whom he is acting in concert or as a “group” (as defined in Section 13(d) (3) of the Securities Exchange Act of 1934, as amended) will be restricted from seeking conversion rights with respect to 25% or more of the Public Shares without the Company’s prior written consent. In order to determine whether a stockholder is acting in concert or as a group with another stockholder, each Public Stockholder seeking to exercise conversion rights will be required to certify whether such stockholder is acting in concert or as a group with any other stockholder. These certifications, together with any other information relating to stock ownership available at that time, will be the sole basis on which the above-referenced determination is made. If it is determined that a stockholder is acting in concert or as a group with any other stockholder, the stockholder will be notified of the determination and will be offered an opportunity to dispute the finding. The final determination as to whether a stockholder is acting in concert or as a group with any other stockholder will ultimately be made in good faith by the Company’s board of directors. In connection with any stockholder vote required to approve any Business Combination, the Sponsors agreed (1) to vote any of their respective Founders’ Shares (see Note 6), Sponsors Shares and any Public Shares they may acquire in the Public Offering or the aftermarket in favor of the initial Business Combination, and (2) not to convert any of their respective Founders’ Shares and Sponsors Shares into cash held in the trust account. | |
The Company’s amended and restated Certificate of Incorporation provides that the Company will continue in existence only until December 26, 2014. If the Company is unable to consummate its initial Business Combination by such date, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten (10) business days thereafter, redeem 100% of the outstanding public shares held by the public stockholders of the Company’ (“Public Stockholders”), at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including any interest not previously released to us or otherwise reserved for payment of expenses incurred in connection with seeking a Business Combination or income taxes payable with respect to interest earned on the trust account, divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and its board of directors dissolve and liquidate, subject (in the case of (ii) and (iii) above) to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. In such event, the Public Stockholders will be entitled to receive a full pro rata interest in the Trust Account ($8.36 per share), plus any pro rata interest earned on the Trust Fund not previously released to the Company. | |
The Company incurred a net loss from operations of $195,764 for the period from January 22, 2013 (inception) to December 31, 2013. At December 31, 2013, the Company had $219,160 of cash and working capital of $54,059. The Company’s accumulated deficit aggregated $195,764 at December 31, 2013. The Company has principally financed its operations from inception using proceeds from sales of its equity securities in the Public Offering (see Note 3) and loans from shareholders. The Company anticipates that in order to fund its working capital requirements, it will need to use all of the remaining funds not held in trust and the interest earned on the funds held in the Trust Account. The Company may need to enter into contingent fee arrangements with its vendors or raise additional capital through loans or additional investments from its Sponsors, officers, directors, or third parties. None of the Sponsors, 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 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 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. | |
Significant_Accounting_Policie
Significant Accounting Policies | 11 Months Ended |
Dec. 31, 2013 | |
Accounting Policies [Abstract] | ' |
Significant Accounting Policies [Text Block] | ' |
Note 2 - Significant Accounting Policies | |
Basis of Presentation | |
The Company’s financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America. | |
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. | |
Investments 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 a Business Combination. The funds held in the Trust Account are invested primarily in highly liquid United States Treasury securities. | |
Loss Per Share | |
Loss per share is computed by dividing net loss by the weighted-average number of shares of common stock outstanding during the period, excluding common stock subject to forfeiture. This number includes an aggregate of 247,500 shares that were subject to forfeiture if the over-allotment option was not exercised by the underwriters. Such shares are no longer subject to forfeiture as the underwriters exercised the option in full on July 3, 2013. The Company has not considered the effect of the option to purchase 660,000 shares of common stock in the calculation of diluted loss per share, since the option is contingent upon the occurrence of future events. | |
Use of Estimates | |
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. | |
Concentration of Credit Risk | |
Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in financial institutions, which at times may exceed the Federal depositary insurance coverage of $250,000. At December 31, 2013, the Company had not experienced losses on these accounts and management believes the Company was not exposed to significant risks on such accounts. | |
Common Stock Subject to Possible Conversion | |
The Company accounts for its shares subject to possible conversion in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Shares subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Conditionally redeemable common shares (including shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, shares are classified as stockholders’ equity. The Company’s shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at December 31, 2013, the shares subject to possible redemption are presented as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet. | |
Fair Value Measurement | |
The Company adopted Financial Accounting Standards Board (“FASB”) ASC 820, “Fair Value Measurements and Disclosures” (“ASC 820”), for assets and liabilities measured at fair value on a recurring basis. ASC 820 establishes a common definition for fair value to be applied to existing US GAAP that requires the use of fair value measurements which establishes a framework for measuring fair value and expands disclosure about such fair value measurements. | |
ASC 820 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Additionally, ASC 820 requires the use of valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs. These inputs are prioritized below: | |
Level 1: Observable inputs such as quoted market prices in active markets for identical assets or liabilities. | |
Level 2: Observable market based inputs or unobservable inputs that are corroborated by market data. | |
Level 3: Unobservable inputs for which there is little or no market data, which require the use of the reporting entity’s own assumptions. | |
Income Tax | |
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 derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. The Company is required to file income tax returns in the United States (federal) and in various state and local jurisdictions. Based on the Company’s evaluation, it has concluded that there are no 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 such expense as a component of income tax expense. 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. | |
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 | |
The Company evaluates events that have occurred after the balance sheet date of December 31, 2013, through the date, which these financial statements were publically available. Based upon the review, the Company did not identify any recognized or non-recognized subsequent events that would have required adjustment or disclosure in the financial statements. | |
Public_Offering_and_Private_Pl
Public Offering and Private Placement | 11 Months Ended |
Dec. 31, 2013 | |
Public Offering And Private Placement Disclosure [Abstract] | ' |
Public Offering And Private Placement Disclosure [Text Block] | ' |
Note 3 — Public Offering and Private Placement | |
On July 2, 2013, the Company consummated the Public Offering of 6,600,000 Public Shares. The Public Shares were sold at an offering price of $8.00 per share, generating gross proceeds of $52,800,000, and proceeds net of the underwriters’ discount and other costs of the offering, of $50,333,392. | |
Concurrent with the Public Offering, the Company consummated the private sale to certain of its Sponsors of 634,250 Sponsors Shares at a price of $8.00 per share, generating total gross proceeds of $5,074,000. The Sponsors Shares are identical to the Public Shares except that the purchasers have agreed not to transfer, assign or sell any of the Sponsors Shares (except to certain permitted transferees) until 30 days after the completion of the Company’s initial Business Combination. | |
In connection with the Public Offering, the Company granted the underwriters a 45-day option to purchase up to 990,000 Additional Shares to cover over-allotments. On July 3, 2013, the underwriters exercised the over-allotment option in full. On July 8, 2013, the Company completed the sale of 990,000 Additional Shares. The Additional Shares were sold at the offering price of $8.00 per share, generating gross proceeds to the Company of $7,920,000, and proceeds net of the underwriters' discount of $7,642,800. Simultaneously with the closing of the sale of the Additional Shares, the Company raised, via private placement, an additional $633,600 through the sale of an additional 79,200 Sponsors Shares (at $8.00 per share) to certain of its Sponsors. | |
The Company deposited proceeds from these sales, of $63,452,400, into the Trust Account maintained by Continental Stock Transfer & Trust Company acting as the trustee. The funds will not be released from the Trust Account until the earlier of the completion of an Initial Business Combination and our redemption of the 100% of the outstanding public shares of common stock upon our failure to consummate an Initial Business Combination on or before December 26, 2014. The remaining proceeds of $698,892 were released to the Company. As of December 31, 2013, the Company holds a total of $63,452,417 in the Trust Account, or $8.36 per public shares. | |
Notes_Payable_to_Stockholders_
Notes Payable to Stockholders - Related Party | 11 Months Ended |
Dec. 31, 2013 | |
Debt Disclosure [Abstract] | ' |
Debt Disclosure [Text Block] | ' |
Note 4 — Notes Payable to Stockholders – Related Party | |
The Company issued an aggregate of $125,000 principal amount unsecured promissory notes to certain of the Company’s officers on February 22, 2013. On June 25, 2013, the Company issued an unsecured promissory note in the amount of $45,000 to the Chairman of the Board of Directors. The notes were non-interest bearing. On July 2, 2013, the Company repaid $170,000 in promissory notes to each of the respective related parties. | |
Commitments
Commitments | 11 Months Ended |
Dec. 31, 2013 | |
Commitments and Contingencies Disclosure [Abstract] | ' |
Commitments and Contingencies [Text Block] | ' |
Note 5 — Commitments | |
On July 2, 2013, the Company issued a share purchase option (“Option”), for $100, to EarlyBirdCapital, Inc. (“EBC”), the representative of the underwriters in the Public Offering, or its designees to purchase 660,000 common shares at an exercise price of $8.00 per share. The Option is exercisable commencing on the later to occur of the consummation of the Company’s initial Business Combination or June 26, 2014, and will expire on June 26, 2018. The shares issuable upon exercise of this Option are identical to the Public Shares sold in the Public Offering. | |
The Company accounted for the fair value of the 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 Option was approximately $1,739,000 (or $2.64 per share) using a Black-Scholes option-pricing model. The fair value of the Option granted to EBC was estimated as of June 26, 2013 using the following assumptions: (1) expected volatility of 35%, (2) risk- free interest rate of 1.42% and (3) expected life of five years. The 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 Option (the difference between the exercise price of the shares underlying the Option and the market price of the underlying shares of common stock) to exercise the Option without the payment of any cash. The holder of the Option will be entitled to certain demand and piggyback registration rights. The Company will have no obligation to net cash settle the exercise of the Option. The holder of the Option are not be entitled to exercise the Option unless a registration statement covering the shares underlying the Option is effective or Option will expire worthless. | |
Lease | |
The Company currently maintains principal executive offices at 3123 McDonald Street, Miami, Florida 33133. This space is being provided to the Company by one of its officers at no charge. The Company previously was leasing space at 801 Brickell Avenue, Miami, FL, pursuant to a six-month lease agreement dated June 10, 2013. The lease commenced on August 1, 2013 and expired on January 31, 2014. Monthly rent and related expenses were approximately $3,000. | |
Stockholders_Equity
Stockholders' Equity | 11 Months Ended |
Dec. 31, 2013 | |
Stockholders Equity Note [Abstract] | ' |
Stockholders Equity Note Disclosure [Text Block] | ' |
Note 6 — Stockholders’ Equity | |
Preferred Stock | |
The Company is authorized to issue 5,000,000 shares of preferred stock with a par value of $0.0001 per share with such designation, rights and preferences as may be determined from time to time by the Company’s board of directors. As of December 31, 2013, there are no shares of preferred stock issued or outstanding. | |
Common Stock | |
The Company is authorized to issue 100,000,000 shares of Common Stock with a par value of $0.0001 per share. | |
In connection with the organization of the Company, on February 26, 2013, a total of 1,725,000 shares (“Founders’ Shares”) of the Company’s Common Stock were sold to the Sponsors at a price of approximately $0.015 per share for an aggregate of $25,000. | |
Effective June 26, 2013, the Company’s Board of Directors authorized a stock dividend of 0.1 shares for each outstanding share of Common Stock. All references in the accompanying financial statements to the number of shares of Common Stock have been retroactively restated to reflect this stock dividend. On June 26, 2013, the Founders’ Shares were placed in escrow with Continental Stock Transfer & Trust Company, acting as escrow agent. Subject to certain limited exceptions, 50% of the Founders’ Shares will be released from escrow six months after the closing of the initial Business Combination, and the remaining 50% of the Founders’ shares will be released from escrow one year after the closing of the initial Business Combination. | |
The Founders’ shares included an aggregate of 247,500 shares, which were subject to forfeiture if the over-allotment option was not exercised by the underwriters such that the Founders would own 20% of the outstanding shares of the Company, excluding the Sponsors’ shares after the consummation of the Public Offering. As a result of EBC’s exercise of the over-allotment option in full, such shares are no longer subject to forfeiture. | |
Fair_Value_Measurements
Fair Value Measurements | 11 Months Ended | |||||||||||||
Dec. 31, 2013 | ||||||||||||||
Fair Value Disclosures [Abstract] | ' | |||||||||||||
Fair Value Disclosures [Text Block] | ' | |||||||||||||
Note 7 — 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 that are measured at fair value on a recurring basis as of December 31, 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. 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, and includes situations where there is little, if any, market activity for the asset: | ||||||||||||||
Significant | Significant | |||||||||||||
Quoted Prices | Other | Other | ||||||||||||
in Active | Observable | Unobservable | ||||||||||||
Markets | Inputs | Inputs | ||||||||||||
Description | December 31, 2013 | (Level 1) | (Level 2) | (Level 3) | ||||||||||
Assets: | ||||||||||||||
Investments held in trust | $ | 63,452,417 | $ | 63,452,417 | $ | - | $ | - | ||||||
Income_Tax
Income Tax | 11 Months Ended | ||||
Dec. 31, 2013 | |||||
Income Tax Disclosure [Abstract] | ' | ||||
Income Tax Disclosure [Text Block] | ' | ||||
Note 8 – Income Tax | |||||
The Company’s net deferred tax assets are as follows: | |||||
31-Dec-13 | |||||
Deferred tax asset | |||||
Net operating loss carryforward | $ | 66,560 | |||
Total deferred tax assets | 66,560 | ||||
Valuation Allowance | -66,560 | ||||
Deferred tax asset, net of allowance | $ | - | |||
The Company has a net operating loss of $195,764 that expires in 2033. The ultimate realization of the net operating loss is dependent upon future taxable income, if any, of the Company and may be limited to any one period by alternative minimum tax rules. Although management believes that the Company will have sufficient future taxable income to absorb the net operating loss carryovers before the expiration of the carryover period, there may be circumstances beyond the Company’s control that limit such utilization. Accordingly, management has determined that a full valuation allowance of the deferred tax asset is appropriate at December 31, 2013. | |||||
Internal Revenue Code Section 382 imposes limitations on the use of net operating loss carryovers when the stock ownership of one or more 5% shareholders (shareholders owning 5% or more of the Company’s outstanding capital stock) has increased on a cumulative basis by more than 50 percentage points within a period of two years. Management cannot control the ownership changes occurring as a result of public trading of the Company’s Common Stock. Accordingly, there is a risk of an ownership change beyond the control of the Company that could trigger a limitation of the use of the loss carryover. | |||||
The Company established a valuation allowance of $66,560 as of December 31, 2013, which fully offset the deferred assets of $66,560. | |||||
A reconciliation of the federal income tax rate to the Company’s effective tax rate at December 31, 2013 is as follows: | |||||
For the Period from | |||||
January 22, 2013 | |||||
(inception) through | |||||
December 31, 2013 | |||||
Statutory federal income tax rate | -34 | % | |||
State taxes, net of federal tax benefit | 0 | % | |||
Change in valuation allowance | 34 | % | |||
Income tax provision (benefit) | 0 | % | |||
Subsequent_Events
Subsequent Events | 11 Months Ended |
Dec. 31, 2013 | |
Subsequent Events [Abstract] | ' |
Subsequent Events [Text Block] | ' |
Note 9 - Subsequent Events | |
The Company has evaluated subsequent events through the date the financial statements were publicly available. There were no subsequent events that required recognition or disclosure. | |
Significant_Accounting_Policie1
Significant Accounting Policies (Policies) | 11 Months Ended |
Dec. 31, 2013 | |
Accounting Policies [Abstract] | ' |
Basis of Accounting, Policy [Policy Text Block] | ' |
Basis of Presentation | |
The Company’s financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America. | |
Cash and Cash Equivalents, Policy [Policy Text Block] | ' |
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. | |
Investment Held In Trust [Policy Text Block] | ' |
Investments 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 a Business Combination. The funds held in the Trust Account are invested primarily in highly liquid United States Treasury securities. | |
Earnings Per Share, Policy [Policy Text Block] | ' |
Loss Per Share | |
Loss per share is computed by dividing net loss by the weighted-average number of shares of common stock outstanding during the period, excluding common stock subject to forfeiture. This number includes an aggregate of 247,500 shares that were subject to forfeiture if the over-allotment option was not exercised by the underwriters. Such shares are no longer subject to forfeiture as the underwriters exercised the option in full on July 3, 2013. The Company has not considered the effect of the option to purchase 660,000 shares of common stock in the calculation of diluted loss per share, since 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 accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. | |
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 financial institutions, which at times may exceed the Federal depositary insurance coverage of $250,000. At December 31, 2013, the Company had not experienced losses on these accounts and management believes the Company was not exposed to significant risks on such accounts. | |
Shares Subject to Mandatory Redemption, Changes in Redemption Value, Policy [Policy Text Block] | ' |
Common Stock Subject to Possible Conversion | |
The Company accounts for its shares subject to possible conversion in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Shares subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Conditionally redeemable common shares (including shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, shares are classified as stockholders’ equity. The Company’s shares feature certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at December 31, 2013, the shares subject to possible redemption are presented as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet. | |
Fair Value Measurement, Policy [Policy Text Block] | ' |
Fair Value Measurement | |
The Company adopted Financial Accounting Standards Board (“FASB”) ASC 820, “Fair Value Measurements and Disclosures” (“ASC 820”), for assets and liabilities measured at fair value on a recurring basis. ASC 820 establishes a common definition for fair value to be applied to existing US GAAP that requires the use of fair value measurements which establishes a framework for measuring fair value and expands disclosure about such fair value measurements. | |
ASC 820 defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Additionally, ASC 820 requires the use of valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs. These inputs are prioritized below: | |
Level 1: Observable inputs such as quoted market prices in active markets for identical assets or liabilities. | |
Level 2: Observable market based inputs or unobservable inputs that are corroborated by market data. | |
Level 3: Unobservable inputs for which there is little or no market data, which require the use of the reporting entity’s own assumptions. | |
Income Tax, Policy [Policy Text Block] | ' |
Income Tax | |
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 derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition. The Company is required to file income tax returns in the United States (federal) and in various state and local jurisdictions. Based on the Company’s evaluation, it has concluded that there are no 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 such expense as a component of income tax expense. 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. | |
New Accounting Pronouncements, Policy [Policy Text Block] | ' |
Recent Accounting Pronouncements | |
Management does not believe that any recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying financial statements. | |
Subsequent Events, Policy [Policy Text Block] | ' |
Subsequent Events | |
The Company evaluates events that have occurred after the balance sheet date of December 31, 2013, through the date, which these financial statements were publically available. Based upon the review, the Company did not identify any recognized or non-recognized subsequent events that would have required adjustment or disclosure in the financial statements. | |
Fair_Value_Measurements_Tables
Fair Value Measurements (Tables) | 11 Months Ended | |||||||||||||
Dec. 31, 2013 | ||||||||||||||
Fair Value Disclosures [Abstract] | ' | |||||||||||||
Fair Value, Assets Measured on Recurring Basis [Table Text Block] | ' | |||||||||||||
Fair values determined by Level 3 inputs are unobservable data points for the asset, and includes situations where there is little, if any, market activity for the asset: | ||||||||||||||
Significant | Significant | |||||||||||||
Quoted Prices | Other | Other | ||||||||||||
in Active | Observable | Unobservable | ||||||||||||
Markets | Inputs | Inputs | ||||||||||||
Description | December 31, 2013 | (Level 1) | (Level 2) | (Level 3) | ||||||||||
Assets: | ||||||||||||||
Investments held in trust | $ | 63,452,417 | $ | 63,452,417 | $ | - | $ | - | ||||||
Income_Tax_Tables
Income Tax (Tables) | 11 Months Ended | ||||
Dec. 31, 2013 | |||||
Income Tax Disclosure [Abstract] | ' | ||||
Schedule Of Net Deferred Tax Assets table [Table Text Block] | ' | ||||
The Company’s net deferred tax assets are as follows: | |||||
31-Dec-13 | |||||
Deferred tax asset | |||||
Net operating loss carryforward | $ | 66,560 | |||
Total deferred tax assets | 66,560 | ||||
Valuation Allowance | -66,560 | ||||
Deferred tax asset, net of allowance | $ | - | |||
Schedule Of Reconciliation of the federal income tax rate table [Table Text Block] | ' | ||||
A reconciliation of the federal income tax rate to the Company’s effective tax rate at December 31, 2013 is as follows: | |||||
For the Period from | |||||
January 22, 2013 | |||||
(inception) through | |||||
December 31, 2013 | |||||
Statutory federal income tax rate | -34 | % | |||
State taxes, net of federal tax benefit | 0 | % | |||
Change in valuation allowance | 34 | % | |||
Income tax provision (benefit) | 0 | % | |||
Organization_Plan_of_Business_1
Organization, Plan of Business Operations and Going Concern (Details Textual) (USD $) | 1 Months Ended | 11 Months Ended | |
Jul. 31, 2013 | Jun. 30, 2013 | Dec. 31, 2013 | |
Subsidiary, Sale of Stock [Line Items] | ' | ' | ' |
Percentage Of Public Offering | ' | 10.00% | ' |
Proceeds from Issuance of Private Placement | $5,074,000 | ' | $63,452,400 |
Share Price | ' | ' | $8.36 |
Fair Value Of Target Business To Be Acquired Minimum Percentage Of Trust Account Balance | ' | ' | 80.00% |
Minimum Acceptable Net Tangible Asset Value Of Company At Date Of Business Combination | ' | ' | 5,000,001 |
Restricted Amount Of Public Shares Available To Stockholder Acting In Concert Or As Group For Conversion | ' | ' | 25.00% |
Common Stock Redemption Percentage | ' | ' | 100.00% |
Public Stockholders Pro Rata Interest Amount Per Share In Trust Account | ' | ' | $8.36 |
Proceeds from Issuance Initial Public Offering | 52,800,000 | ' | 698,892 |
Net Income (Loss) Attributable to Parent, Total | ' | ' | 195,764 |
Working Capital | ' | ' | 54,059 |
Restricted Cash and Cash Equivalents, Current | ' | ' | 219,160 |
Retained Earnings (Accumulated Deficit), Total | ' | ' | 195,764 |
Common Stock, Par or Stated Value Per Share | ' | ' | $0.00 |
Board of Directors Chairman [Member] | ' | ' | ' |
Subsidiary, Sale of Stock [Line Items] | ' | ' | ' |
Proceeds from Issuance of Private Placement | 633,600 | ' | ' |
Underwritter [Member] | ' | ' | ' |
Subsidiary, Sale of Stock [Line Items] | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period | 990,000 | ' | ' |
Underwriting Discounts And Commissions | 7,642,800 | ' | ' |
IPO [Member] | ' | ' | ' |
Subsidiary, Sale of Stock [Line Items] | ' | ' | ' |
Stock Issued During Period, Shares, New Issues | 6,600,000 | 6,000,000 | ' |
Share Price | $8 | ' | ' |
Proceeds from Issuance Initial Public Offering | 50,333,392 | ' | ' |
Common Stock, Par or Stated Value Per Share | ' | 0.0001 | ' |
Private Placement [Member] | ' | ' | ' |
Subsidiary, Sale of Stock [Line Items] | ' | ' | ' |
Stock Issued During Period, Shares, New Issues | 634,250 | ' | ' |
Proceeds from Issuance of Private Placement | $5,074,000 | ' | ' |
Share Price | $8 | ' | ' |
Stock Issued During Period, Shares, Other | 79,200 | ' | ' |
Sale of Stock, Price Per Share | ' | ' | $8 |
Private Placement [Member] | Board of Directors Chairman [Member] | ' | ' | ' |
Subsidiary, Sale of Stock [Line Items] | ' | ' | ' |
Stock Issued During Period, Shares, New Issues | 79,200 | ' | ' |
Significant_Accounting_Policie2
Significant Accounting Policies (Details Textual) (USD $) | 1 Months Ended | 11 Months Ended |
Jul. 31, 2013 | Dec. 31, 2013 | |
Accounting Policies [Line Items] | ' | ' |
Common Stock Forfeitures | $247,500 | $247,500 |
Cash, FDIC Insured Amount | ' | $250,000 |
Common Stock [Member] | ' | ' |
Accounting Policies [Line Items] | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | ' | 660,000 |
Public_Offering_and_Private_Pl1
Public Offering and Private Placement (Details Textual) (USD $) | 1 Months Ended | 11 Months Ended | 1 Months Ended | 1 Months Ended | 1 Months Ended | 1 Months Ended | |||||
Jul. 31, 2013 | Dec. 31, 2013 | Jul. 31, 2013 | Jul. 31, 2013 | Dec. 31, 2013 | Jul. 31, 2013 | Jun. 30, 2013 | Dec. 31, 2013 | Jul. 31, 2013 | Dec. 31, 2013 | Jul. 31, 2013 | |
Board of Directors Chairman [Member] | Underwriters [Member] | Underwriters [Member] | IPO [Member] | IPO [Member] | IPO [Member] | Private Placement [Member] | Private Placement [Member] | Private Placement [Member] | |||
Board of Directors Chairman [Member] | |||||||||||
Public Offering and Private Placement [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock Issued During Period, Shares, New Issues | ' | ' | ' | ' | ' | 6,600,000 | 6,000,000 | ' | 634,250 | ' | 79,200 |
Share Price | ' | $8.36 | ' | ' | $2.64 | $8 | ' | ' | $8 | ' | ' |
Proceeds from Issuance Initial Public Offering | $52,800,000 | $698,892 | ' | ' | ' | $50,333,392 | ' | ' | ' | ' | ' |
Proceeds from Issuance of Private Placement | 5,074,000 | 63,452,400 | 633,600 | ' | ' | ' | ' | ' | 5,074,000 | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 660,000 | ' | ' | 990,000 | ' | ' | ' | ' | ' | ' | ' |
Underwriters Discounts | 7,642,800 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Escrow Deposit | ' | ' | ' | ' | ' | ' | ' | 63,452,400 | ' | ' | ' |
Per Share Value Of Deposits Held In Trust | ' | ' | ' | ' | ' | ' | ' | $8.36 | ' | ' | ' |
Adjustments to Additional Paid in Capital, Stock Issued, Issuance Costs | 50,333,392 | -2,743,808 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock Issued In Public Offering Value Issue Two | ' | 7,920,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Sale of Stock, Price Per Share | ' | ' | ' | ' | ' | ' | ' | ' | ' | $8 | ' |
Restricted Cash and Cash Equivalents, Noncurrent | ' | $63,452,417 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Percentage Of Redemption Of Common Shares Outstanding | ' | 100.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Notes_Payable_to_Stockholders_1
Notes Payable to Stockholders - Related Party (Details Textual) (USD $) | 1 Months Ended | ||
Jul. 31, 2013 | Feb. 22, 2013 | Jun. 25, 2013 | |
Officer [Member] | Board of Directors Chairman [Member] | ||
Related Party Transaction [Line Items] | ' | ' | ' |
Notes Payable | ' | $125,000 | $45,000 |
Repayments of Related Party Debt | $170,000 | ' | ' |
Commitments_Details_Textual
Commitments (Details Textual) (USD $) | 1 Months Ended | 11 Months Ended | |
Aug. 31, 2013 | Jul. 31, 2013 | Dec. 31, 2013 | |
Other Commitments [Line Items] | ' | ' | ' |
Share based Compensation Arrangement by Share Based Payment Award Value Issued in Period | ' | $100 | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | ' | 660,000 | ' |
Share-based Compensation Arrangements by Share-based Payment Award, Options, Exercises in Period, Weighted Average Exercise Price | ' | $8 | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested in Period, Fair Value | ' | ' | 1,739,000 |
Share Price | ' | ' | $8.36 |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate | ' | ' | 35.00% |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Risk Free Interest Rate | ' | ' | 1.42% |
Payments of Stock Issuance Costs | ' | ' | 2,565,328 |
Operating Leases, Rent Expense, Minimum Rentals | 3,000 | ' | ' |
Underwriters [Member] | ' | ' | ' |
Other Commitments [Line Items] | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | ' | 990,000 | ' |
Share Price | ' | ' | $2.64 |
Early Bird Capital Inc [Member] | ' | ' | ' |
Other Commitments [Line Items] | ' | ' | ' |
Payments of Stock Issuance Costs | ' | ' | $100 |
Stockholders_Equity_Details_Te
Stockholders' Equity (Details Textual) (USD $) | 1 Months Ended | 11 Months Ended |
Jul. 31, 2013 | Dec. 31, 2013 | |
Class of Stock [Line Items] | ' | ' |
Preferred Stock, Shares Authorized | ' | 5,000,000 |
Preferred Stock, Par or Stated Value Per Share | ' | $0.00 |
Common Stock, Par or Stated Value Per Share | ' | $0.00 |
Common Stock, Shares Authorized | ' | 100,000,000 |
Stock Issued During Period, Value, New Issues | ' | $25,000 |
Stock Issued During Period Par Value | ' | $0.02 |
Common Stock, Dividends, Per Share, Cash Paid | ' | $0.10 |
Sale of Stock, Description of Transaction | ' | 'Subject to certain limited exceptions, 50% of the Founders Shares will be released from escrow six months after the closing of the initial Business Combination, and the remaining 50% of the Founders shares will be released from escrow one year after the closing of the initial Business Combination. |
Common Stock Forfeitures | 247,500 | 247,500 |
Equity Method Investment, Ownership Percentage | ' | 20.00% |
Founders Shares [Member] | ' | ' |
Class of Stock [Line Items] | ' | ' |
Stock Issued During Period, Value, New Issues | ' | $25,000 |
Stock Issued During Period, Shares, New Issues | ' | 1,725,000 |
Fair_Value_Measurements_Detail
Fair Value Measurements (Details) (USD $) | Dec. 31, 2013 |
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ' |
Investments held in trust | $63,452,417 |
Fair Value, Inputs, Level 1 [Member] | ' |
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ' |
Investments held in trust | 63,452,417 |
Fair Value, Inputs, Level 2 [Member] | ' |
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ' |
Investments held in trust | 0 |
Fair Value, Inputs, Level 3 [Member] | ' |
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ' |
Investments held in trust | $0 |
Income_Tax_Details
Income Tax (Details) (USD $) | Dec. 31, 2013 |
Net operating loss carryforward | $66,560 |
Total deferred tax assets | 66,560 |
Valuation Allowance | -66,560 |
Deferred tax asset, net of allowance | $0 |
Income_Tax_Details_1
Income Tax (Details 1) | 11 Months Ended |
Dec. 31, 2013 | |
Statutory federal income tax rate | -34.00% |
State taxes, net of federal tax benefit | 0.00% |
Change in valuation allowance | 34.00% |
Income tax provision (benefit) | 0.00% |
Income_Tax_Detail_Textuals
Income Tax (Detail Textuals) (USD $) | 11 Months Ended |
Dec. 31, 2013 | |
Net operating loss carryforward | $66,560 |
Deferred Tax Assets, Valuation Allowance | ($66,560) |
Deferred Tax Assets Operating Loss Carryforwards Description | 'Internal Revenue Code Section 382 imposes limitations on the use of net operating loss carryovers when the stock ownership of one or more 5% shareholders (shareholders owning 5% or more of the Company’s outstanding capital stock) has increased on a cumulative basis by more than 50 percentage points within a period of two years. |
Operating Loss Carryforwards Expiration Period | '2033 |