Document_And_Entity_Informatio
Document And Entity Information | 9 Months Ended | |
Sep. 30, 2014 | Nov. 13, 2014 | |
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-Q | ' |
Amendment Flag | 'false | ' |
Document Period End Date | 30-Sep-14 | ' |
Document Fiscal Period Focus | 'Q3 | ' |
Document Fiscal Year Focus | '2014 | ' |
Consolidated_Balance_Sheets
Consolidated Balance Sheets (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
Current Assets | ' | ' |
Cash and cash equivalents | $22,330 | $219,160 |
Prepaid expenses | 27,271 | 48,215 |
Total Current Assets | 49,601 | 267,375 |
Other Assets | ' | ' |
Investments held in trust | 63,452,938 | 63,452,417 |
Security deposits | 0 | 5,152 |
Total Other Assets | 63,452,938 | 63,457,569 |
Total Assets | 63,502,539 | 63,724,944 |
Current Liabilities | ' | ' |
Accrued expenses and accounts payable | 52,920 | 33,436 |
Accrued offering costs | 179,880 | 179,880 |
Related party advance | 100,030 | 0 |
Total Liabilities | 332,830 | 213,316 |
Commitments and Contingencies | ' | ' |
Common stock subject to possible redemption, 6,958,099 and 6,998,998 shares at conversion value as of September 30, 2014 and December 31, 2013, respectively | 58,169,708 | 58,511,627 |
STOCKHOLDERS' EQUITY | ' | ' |
Preferred stock, $0.0001 par value; 5,000,000 authorized, none issued and outstanding | 0 | 0 |
Common stock, $0.0001 par value; 100,000,000 shares authorized; 3,242,851 and 3,201,952 shares issued and outstanding (excluding 6,958,099 and 6,998,998 shares subject to conversion) as of September 30, 2014 and December 31, 2013, respectively | 324 | 320 |
Additional paid-in capital | 5,537,360 | 5,195,445 |
Accumulated deficit | -537,683 | -195,764 |
Total Stockholders' Equity | 5,000,001 | 5,000,001 |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $63,502,539 | $63,724,944 |
Consolidated_Balance_Sheets_Pa
Consolidated Balance Sheets (Parenthetical) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
Preferred stock, par value (in dollars per share) | $0.00 | $0.00 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value (in dollars per share) | $0.00 | $0.00 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 3,242,851 | 3,201,952 |
Common stock, shares outstanding | 3,242,851 | 3,201,952 |
Temporary Equity, Shares Outstanding | 6,958,099 | 6,998,998 |
Consolidated_Statements_of_Ope
Consolidated Statements of Operations (USD $) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2014 | Sep. 30, 2013 | Sep. 30, 2013 | Sep. 30, 2014 | |
Formation and operating costs | $180,526 | $88,586 | $97,074 | $357,486 |
Loss from operations | -180,526 | -88,586 | -97,074 | -357,486 |
Other income: | ' | ' | ' | ' |
Interest income | 2,115 | 13,324 | 13,324 | 15,567 |
Net Loss | ($178,411) | ($75,262) | ($83,750) | ($341,919) |
Weighted average shares outstanding, basic and diluted (in shares) | 3,221,510 | 3,143,835 | 2,425,900 | 3,212,286 |
Basic and diluted net loss per common share (in dollars per share) | ($0.06) | ($0.02) | ($0.03) | ($0.11) |
Consolidated_Statements_of_Cas
Consolidated Statements of Cash Flows (USD $) | 9 Months Ended | |
Sep. 30, 2013 | Sep. 30, 2014 | |
Cash Flows from Operating Activities: | ' | ' |
Net loss | ($83,750) | ($341,919) |
Adjustments to reconcile net loss to net cash used in operating activities: | ' | ' |
Interest reinvested in Trust Account | -13,324 | -15,068 |
Changes in operating assets and liabilities: | ' | ' |
Security deposit | -5,152 | 5,152 |
Prepaid expenses | -86,990 | 20,944 |
Accrued expenses and accounts payable | 38,982 | 119,514 |
Net cash used in operating activities | -150,234 | -211,377 |
Cash Flows from Investing Activities: | ' | ' |
Interest disbursed from Trust Account | 0 | 14,547 |
Principal deposited in Trust Account | -63,452,400 | 0 |
Net cash provided by (used in) investing activities | -63,452,400 | 14,547 |
Cash Flows from Financing Activities: | ' | ' |
Proceeds from public and private offering | 66,452,600 | 0 |
Payment of underwriters' discount and offering expenses | -2,565,328 | 0 |
Proceeds from notes payable to shareholders | 170,000 | 0 |
Repayment of notes payable to shareholders | -170,000 | 0 |
Net cash provided by financing activities | 63,887,272 | 0 |
Net Change in Cash and Cash Equivalents | 284,638 | -196,830 |
Cash and Cash Equivalents - Beginning | 0 | 219,160 |
Cash and Cash Equivalents - Ending | 284,638 | 22,330 |
Noncash Financing Activities: | ' | ' |
Payment of operational costs by an officer pursuant to a related party advance | $0 | $100,030 |
Organization_Plan_of_Business_
Organization, Plan of Business Operations and Going Concern | 9 Months Ended |
Sep. 30, 2014 | |
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.) (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. The Company has one wholly-owned subsidiary, Anvil Merger Sub, Inc., which was incorporated in Delaware on September 18, 2014. | |
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. | |
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, including 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”), at 8.00 per share, 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’s 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 5), Sponsors Shares and any Public Shares they may acquire in the aftermarket in favor of the initial Business Combination, and (2) not to convert any of their respective Founders’ Shares, Sponsors Shares and any Public Shares they may acquire in the aftermarket 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 of $341,919 for the nine months ended September 30, 2014. At September 30, 2014, the Company had $22,330 of cash and a working capital deficit of $283,229. The Company’s accumulated deficit aggregated $537,683 at September 30, 2014. 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. | |
As an early stage company, the Company has a limited operating history and is subject to all the risks and uncertainties inherent in the initial organization, expenditures, complications and delays inherent in an early stage company. As of September 30, 2014, the Company had not yet commenced any operations or generated any revenues. All activity through September 30, 2014 relates to the Company’s formation, the Public Offering and searching for a target business with which to complete a Business Combination. There can be no assurance that the Company’s efforts will be successful. | |
Significant_Accounting_Policie
Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2014 | |
Accounting Policies [Abstract] | ' |
Significant Accounting Policies [Text Block] | ' |
Note 2 - Significant Accounting Policies | |
Basis of Presentation | |
The accompanying unaudited interim condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) for interim financial information and pursuant to the instructions to Form 10-Q and Article 8 of Regulation S-X of the United States Securities and Exchange Commission (“SEC”). Certain information or footnote disclosures normally included in financial statements prepared in accordance with US GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a comprehensive presentation of financial position, results of operations, or cash flows. It is management’s opinion, however, that the accompanying unaudited interim condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. | |
The accompanying unaudited interim condensed consolidated financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2013, as filed with the SEC, which contains the audited financial statements and notes thereto, together with Management’s Discussion and Analysis, for the period from January 22, 2013 (inception) through December 31, 2013. The financial information as of December 31, 2013 is derived from the audited financial statements presented in the Company’s Annual Report on Form 10-K for the period from January 22, 2013 (inception) through December 31, 2013. The interim results for the three and nine months ended September 30, 2014 are not necessarily indicative of the results to be expected for the year ending December 31, 2014 or for any future interim periods. | |
Principals of Consolidation | |
The accompanying unaudited interim condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary. All significant intercompany balances and transactions have been eliminated in consolidation. | |
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 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. The Company has not considered the effect of the option to purchase 660,000 shares of common stock (see Note 5) 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 unaudited interim condensed consolidated 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 amounts of expenses during the reporting period. | |
Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the unaudited interim condensed consolidated financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from our estimates. Significant estimates include the value of the share purchase options issued to the underwriter in the Public Offering. | |
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 September 30, 2014, 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 Redemption | |
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 September 30, 2014 and December 31, 2013, the shares subject to possible redemption are presented as temporary equity, outside of the stockholders’ equity section of the Company’s condensed consolidated balance sheet. | |
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 been 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. | |
Recent Accounting Pronouncements | |
In June 2014, the FASB issued Accounting Standards Update 2014-10, Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements (“ASU 2014-10”). ASU 2014-10 eliminates the distinction of a development stage entity and certain related disclosure requirements, including the elimination of inception-to-date information on the statements of operations, cash flows and stockholders’ equity. The amendments in ASU 2014-10 will be effective prospectively for annual reporting periods beginning after December 15, 2014, and interim periods within those annual periods, however early adoption is permitted. The Company adopted ASU 2014-10 during the nine months ended September 30, 2014, thereby no longer presenting or disclosing any information required by Topic 915. | |
In August 2014, the FASB, issued ASU 2014-15, Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern (“ASU 2014-15”). ASU 2014-15 provides guidance on management’s responsibility in evaluating whether there is substantial doubt about a company’s ability to continue as a going concern and about related footnote disclosures. For each reporting period, management will be required to evaluate whether there are conditions or events that raise substantial doubt about a company’s ability to continue as a going concern within one year from the date the financial statements are issued. The amendments in ASU 2014-15 are effective for annual reporting periods ending after December 15, 2016, and for annual and interim periods thereafter. Early adoption is permitted. The Company will adopt the methodologies prescribed by ASU 2014-15 by the date required, and does not anticipate that the adoption of ASU 2014-15 will have a material effect on its financial position or results of operations. | |
Subsequent Events | |
The Company evaluates events that have occurred after the balance sheet date of September 30, 2014, through the date which these financial statements were publically available. Based upon the review, except as discussed in Note 7, 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 | 9 Months Ended |
Sep. 30, 2014 | |
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. Net proceeds, after the underwriters’ discount and other costs of the offering deducted at closing, were $50,800,892. | |
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 the Company’s redemption of the 100% of the outstanding Public Shares upon the failure by the Company 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 September 30, 2014, the Company holds a total of $63,452,938 in the Trust Account, or $8.36 per Public Share. | |
Related_Party_Advance
Related Party Advance | 9 Months Ended |
Sep. 30, 2014 | |
Related Party Transactions [Abstract] | ' |
Related Party Transactions Disclosure [Text Block] | ' |
Note 4 — Related Party Advance | |
On September 3, 2014, the Company’s President and Chief Operating Officer advanced $100,030 for merger transaction-related costs directly to a vendor on the Company’s behalf. The advance is non-interest bearing, unsecured and due upon the successful completion of the Merger. | |
Stockholders_Equity
Stockholders' Equity | 9 Months Ended |
Sep. 30, 2014 | |
Stockholders Equity Note [Abstract] | ' |
Stockholders Equity Note Disclosure [Text Block] | ' |
Note 5 — Stockholders’ Equity | |
Preferred Stock | |
The Company is authorized to issue 5,000,000 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 September 30, 2014, 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 EarlyBirdCapital, Inc. (“EBC”), the representative of the underwriters in the Public Offering, exercising the overallotment option in full, such shares are no longer subject to forfeiture. | |
Share Purchase Options | |
On July 2, 2013, the Company issued share purchase options (“Options”), for an aggregate of $100, to EBC and its designees to purchase an aggregate of 660,000 common shares at an exercise price of $8.00 per share. The Options are exercisable commencing on consummation of the Company’s initial Business Combination, and will expire on June 26, 2018. The shares issuable upon exercise of these Options are identical to the Public Shares sold in the Public Offering. | |
The Company accounted for the fair value of the Options, 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 these Options was approximately $1,739,000 (or $2.64 per share) using a Black-Scholes option-pricing model. The fair value of the Options granted to EBC and its designees 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 Options may be exercised for cash or on a “cashless” basis, at the holders’ option such that the holders may use the appreciated value of the Options (the difference between the exercise price of the shares underlying the Options and the market price of the underlying shares of common stock) to exercise the Options without the payment of any cash. The holders of the Options are entitled to certain demand and piggyback registration rights. The Company will have no obligation to net cash settle the exercise of the Options. The holders of the Options are not entitled to exercise the Options unless a registration statement covering the shares underlying the Options is effective or Options will expire worthless. | |
Fair_Value_Measurements
Fair Value Measurements | 9 Months Ended | ||||||||||
Sep. 30, 2014 | |||||||||||
Fair Value Disclosures [Abstract] | ' | ||||||||||
Fair Value Disclosures [Text Block] | ' | ||||||||||
Note 6 - Fair Value Measurements | |||||||||||
The Company follows the guidance in ASC 820 for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually. | |||||||||||
The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities: | |||||||||||
Level 1: | Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis. | ||||||||||
Level 2: | Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active. | ||||||||||
Level 3: | Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability. | ||||||||||
The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at September 30, 2014 and December 31, 2013, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: | |||||||||||
Description | Level | September 30, 2014 | December 31, 2013 | ||||||||
Assets: | |||||||||||
Investments held in trust | 1 | $ | 63,452,938 | $ | 63,452,417 | ||||||
Subsequent_Event
Subsequent Event | 9 Months Ended |
Sep. 30, 2014 | |
Subsequent Events [Abstract] | ' |
Subsequent Events [Text Block] | ' |
Note 7 – Subsequent Event | |
On October 14, 2014, the Company entered into an Agreement and Plan of Merger and Reorganization (the “Merger Agreement”), pursuant to which the Company agreed to an all-stock merger (the “Merger”) between Anvil Merger Sub, Inc., a newly formed wholly-owned subsidiary of the Company (“Merger Sub”), and AeroCare Holdings, Inc. (“AeroCare”), a leading U.S. healthcare services company focused on providing respiratory/home oxygen and sleep therapy services directly to patients. | |
The aggregate consideration to be paid to AeroCare equity holders will consist of 11,296,079 shares of the Company’s Common Stock and 511,636 options to purchase shares of the Company’s Common Stock, such that AeroCare’s equity holders will own, at a minimum, 53% of the post-merger Company, subject to adjustment in accordance with the terms of the Merger Agreement. In addition, AeroCare’s existing equity holders will be entitled to receive up to an aggregate of 3,588,517 additional shares of the Company’s Common Stock upon the achievement of certain financial targets by the combined company during the three fiscal years following the Merger. | |
The Merger Agreement provides that of the total shares of the Company’s Common Stock issuable to AeroCare equity holders, 1,016,746 shares will be placed into an escrow account to secure AeroCare equity holders’ indemnification obligations under the Merger Agreement. All Escrow Shares not subject to claims shall be released on the date that is 12 months after the closing of the Merger. | |
Significant_Accounting_Policie1
Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2014 | |
Accounting Policies [Abstract] | ' |
Basis of Accounting, Policy [Policy Text Block] | ' |
Basis of Presentation | |
The accompanying unaudited interim condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) for interim financial information and pursuant to the instructions to Form 10-Q and Article 8 of Regulation S-X of the United States Securities and Exchange Commission (“SEC”). Certain information or footnote disclosures normally included in financial statements prepared in accordance with US GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a comprehensive presentation of financial position, results of operations, or cash flows. It is management’s opinion, however, that the accompanying unaudited interim condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. | |
The accompanying unaudited interim condensed consolidated financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2013, as filed with the SEC, which contains the audited financial statements and notes thereto, together with Management’s Discussion and Analysis, for the period from January 22, 2013 (inception) through December 31, 2013. The financial information as of December 31, 2013 is derived from the audited financial statements presented in the Company’s Annual Report on Form 10-K for the period from January 22, 2013 (inception) through December 31, 2013. The interim results for the three and nine months ended September 30, 2014 are not necessarily indicative of the results to be expected for the year ending December 31, 2014 or for any future interim periods. | |
Consolidation, Policy [Policy Text Block] | ' |
Principals of Consolidation | |
The accompanying unaudited interim condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary. All significant intercompany balances and transactions have been eliminated in consolidation | |
Cash and Cash Equivalents, Policy [Policy Text Block] | ' |
Cash and Cash Equivalents | |
The Company considers all short-term investments with 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 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. The Company has not considered the effect of the option to purchase 660,000 shares of common stock (see Note 5) 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 unaudited interim condensed consolidated 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 amounts of expenses during the reporting period. | |
Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the unaudited interim condensed consolidated financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from our estimates. Significant estimates include the value of the share purchase options issued to the underwriter in the Public Offering. | |
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 September 30, 2014, 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 Redemption | |
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 September 30, 2014 and December 31, 2013, the shares subject to possible redemption are presented as temporary equity, outside of the stockholders’ equity section of the Company’s condensed consolidated balance sheet. | |
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 been 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. | |
New Accounting Pronouncements, Policy [Policy Text Block] | ' |
Recent Accounting Pronouncements | |
In June 2014, the FASB issued Accounting Standards Update 2014-10, Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements (“ASU 2014-10”). ASU 2014-10 eliminates the distinction of a development stage entity and certain related disclosure requirements, including the elimination of inception-to-date information on the statements of operations, cash flows and stockholders’ equity. The amendments in ASU 2014-10 will be effective prospectively for annual reporting periods beginning after December 15, 2014, and interim periods within those annual periods, however early adoption is permitted. The Company adopted ASU 2014-10 during the nine months ended September 30, 2014, thereby no longer presenting or disclosing any information required by Topic 915. | |
In August 2014, the FASB, issued ASU 2014-15, Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern (“ASU 2014-15”). ASU 2014-15 provides guidance on management’s responsibility in evaluating whether there is substantial doubt about a company’s ability to continue as a going concern and about related footnote disclosures. For each reporting period, management will be required to evaluate whether there are conditions or events that raise substantial doubt about a company’s ability to continue as a going concern within one year from the date the financial statements are issued. The amendments in ASU 2014-15 are effective for annual reporting periods ending after December 15, 2016, and for annual and interim periods thereafter. Early adoption is permitted. The Company will adopt the methodologies prescribed by ASU 2014-15 by the date required, and does not anticipate that the adoption of ASU 2014-15 will have a material effect on its financial position or results of operations. | |
Subsequent Events, Policy [Policy Text Block] | ' |
Subsequent Events | |
The Company evaluates events that have occurred after the balance sheet date of September 30, 2014, through the date which these financial statements were publically available. Based upon the review, except as discussed in Note 7, 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) | 9 Months Ended | ||||||||||
Sep. 30, 2014 | |||||||||||
Fair Value Disclosures [Abstract] | ' | ||||||||||
Fair Value, Assets Measured on Recurring Basis [Table Text Block] | ' | ||||||||||
The following table presents information about the Company’s assets that are measured at fair value on a recurring basis at September 30, 2014 and December 31, 2013, and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value: | |||||||||||
Description | Level | September 30, 2014 | December 31, 2013 | ||||||||
Assets: | |||||||||||
Investments held in trust | 1 | $ | 63,452,938 | $ | 63,452,417 | ||||||
Organization_Plan_of_Business_1
Organization, Plan of Business Operations and Going Concern (Details Textual) (USD $) | 1 Months Ended | 3 Months Ended | 6 Months Ended | 9 Months Ended | |||
Jul. 31, 2013 | Jun. 30, 2013 | Sep. 30, 2014 | Sep. 30, 2013 | Dec. 31, 2013 | Sep. 30, 2013 | Sep. 30, 2014 | |
Subsidiary, Sale of Stock [Line Items] | ' | ' | ' | ' | ' | ' | ' |
Percentage Of Public Offering | ' | 10.00% | ' | ' | ' | ' | ' |
Proceeds from Issuance of Private Placement | ' | ' | ' | ' | ' | ' | $63,452,400 |
Share Price | ' | ' | $8.36 | ' | ' | ' | $8.36 |
Fair Value Of Target Business To Be Acquired Minimum Percentage Of Trust Account Balance | ' | ' | 80.00% | ' | 80.00% | ' | 80.00% |
Minimum Acceptable Net Tangible Asset Value Of Company At Date Of Business Combination | ' | ' | 5,000,001 | ' | ' | ' | 5,000,001 |
Percentage Of Restricted Public Shares Available To Stockholder Acting In Concert Or As Group For Conversion | ' | ' | 25.00% | ' | ' | ' | 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 | ' | ' | ' | 7,920,000 | ' | 698,892 |
Net Income (Loss) Attributable to Parent, Total | ' | ' | 178,411 | 75,262 | ' | 83,750 | 341,919 |
Working Capital (Deficit) | ' | ' | 283,229 | ' | ' | ' | 283,229 |
Restricted Cash and Cash Equivalents, Current | ' | ' | 22,330 | ' | ' | ' | 22,330 |
Retained Earnings (Accumulated Deficit), Total | ' | ' | 537,683 | ' | 195,764 | ' | 537,683 |
Common Stock, Par or Stated Value Per Share | ' | ' | $0.00 | ' | $0.00 | ' | $0.00 |
Held to Maturity Securities Debt Maturities Period | ' | ' | ' | ' | ' | ' | '180 days |
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 | ' | 6,000,000 | ' | ' | 6,600,000 | ' | ' |
Share Price | ' | ' | ' | ' | $8 | ' | ' |
Proceeds from Issuance Initial Public Offering | ' | ' | ' | ' | ' | ' | 50,333,392 |
Common Stock, Par or Stated Value Per Share | ' | ' | $0.00 | ' | ' | ' | $0.00 |
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 | ' | $8 | ' | $8 |
Proceeds from Issuance Initial Public Offering | ' | ' | ' | ' | $5,074,000 | ' | ' |
Stock Issued During Period, Shares, Other | ' | ' | ' | ' | 79,200 | ' | ' |
Sale of Stock, Price Per Share | ' | ' | $8 | ' | ' | ' | $8 |
Private Placement [Member] | Board of Directors Chairman [Member] | ' | ' | ' | ' | ' | ' | ' |
Subsidiary, Sale of Stock [Line Items] | ' | ' | ' | ' | ' | ' | ' |
Stock Issued During Period, Shares, New Issues | ' | ' | ' | ' | 79,200 | ' | ' |
Anvil Merger Sub Inc [Member] | ' | ' | ' | ' | ' | ' | ' |
Subsidiary, Sale of Stock [Line Items] | ' | ' | ' | ' | ' | ' | ' |
Entity Incorporation, Date of Incorporation | ' | ' | ' | ' | ' | ' | 18-Sep-14 |
Significant_Accounting_Policie2
Significant Accounting Policies (Details Textual) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
Common Stock [Member] | ||
Accounting Policies [Line Items] | ' | ' |
Cash, FDIC Insured Amount | $250,000 | ' |
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 | 6 Months Ended | 9 Months Ended | 6 Months Ended | 1 Months Ended | 6 Months Ended | 1 Months Ended | 6 Months Ended | 9 Months Ended | 6 Months Ended | 6 Months Ended | |
Jul. 31, 2013 | Dec. 31, 2013 | Sep. 30, 2014 | Dec. 31, 2013 | Jul. 31, 2013 | Dec. 31, 2013 | Jun. 30, 2013 | Dec. 31, 2013 | Sep. 30, 2014 | Dec. 31, 2013 | Sep. 30, 2014 | Dec. 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 | ' | ' | ' | ' | ' | ' | 6,000,000 | 6,600,000 | ' | 634,250 | ' | 79,200 |
Share Price | ' | ' | $8.36 | ' | ' | $2.64 | ' | $8 | ' | $8 | $8 | ' |
Proceeds from Issuance Initial Public Offering | $52,800,000 | $7,920,000 | $698,892 | ' | ' | ' | ' | ' | $50,333,392 | $5,074,000 | ' | ' |
Proceeds from Issuance of Private Placement | ' | ' | 63,452,400 | 633,600 | ' | ' | ' | ' | ' | 5,074,000 | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | ' | ' | ' | ' | ' | 990,000 | ' | ' | ' | ' | ' | ' |
Underwriting Discounts And Commissions | ' | ' | ' | ' | 7,642,800 | ' | ' | ' | ' | ' | ' | ' |
Sale of Stock, Price Per Share | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $8 | ' |
Restricted Cash and Cash Equivalents, Noncurrent | ' | $63,452,417 | $63,452,938 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Percentage Of Redemption Of Common Shares Outstanding | ' | ' | 100.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Related_Party_Advance_Details_
Related Party Advance (Details Textual) (USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
Related Party Advance [Line Items] | ' | ' |
Due to Related Parties, Current | $100,030 | $0 |
President And Chief Operating Officer [Member] | ' | ' |
Related Party Advance [Line Items] | ' | ' |
Due to Related Parties, Current | $100,030 | ' |
Stockholders_Equity_Details_Te
Stockholders' Equity (Details Textual) (USD $) | 9 Months Ended | 11 Months Ended | 6 Months Ended | 11 Months Ended | ||
Sep. 30, 2014 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Feb. 26, 2013 | |
Early Bird Capital Inc [Member] | Underwriters [Member] | Founders Shares [Member] | Founders Shares [Member] | |||
Class of Stock [Line Items] | ' | ' | ' | ' | ' | ' |
Preferred Stock, Shares Authorized | 5,000,000 | 5,000,000 | ' | ' | ' | ' |
Preferred Stock, Par or Stated Value Per Share | $0.00 | $0.00 | ' | ' | ' | ' |
Common Stock, Par or Stated Value Per Share | $0.00 | $0.00 | ' | ' | ' | ' |
Common Stock, Shares Authorized | 100,000,000 | 100,000,000 | ' | ' | ' | ' |
Stock Issued During Period, Value, New Issues | ' | ' | ' | ' | $25,000 | ' |
Stock Issued During Period, Shares, New Issues | ' | ' | ' | ' | 1,725,000 | ' |
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. | ' | ' | ' | ' |
Weighted Average Number of Shares, Common Stock Subject to Repurchase or Cancellation | 247,500 | ' | ' | ' | ' | ' |
Equity Method Investment, Ownership Percentage | ' | 20.00% | ' | ' | ' | ' |
Share Based Compensation Arrangement by Share Based Payment Award Value Issued in Period | ' | 100 | 100 | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | ' | ' | 660,000 | 990,000 | ' | ' |
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 | ' | ' | $2.64 | ' | $0.02 |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate, Minimum | ' | 35.00% | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Risk Free Interest Rate | ' | 1.42% | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Date | ' | 26-Jun-13 | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Term | ' | '5 years | ' | ' | ' | ' |
Fair_Value_Measurements_Detail
Fair Value Measurements (Details) (Fair Value, Inputs, Level 1 [Member], USD $) | Sep. 30, 2014 | Dec. 31, 2013 |
Fair Value, Inputs, Level 1 [Member] | ' | ' |
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items] | ' | ' |
Investments held in trust | $63,452,938 | $63,452,417 |
Subsequent_Event_Details_Textu
Subsequent Event (Details Textual) (Subsequent Event [Member]) | 0 Months Ended |
Oct. 14, 2014 | |
Subsequent Event [Line Items] | ' |
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | 511,636 |
Business Acquisition, Percentage of Voting Interests Acquired | 53.00% |
Business Acquisition Equity Interests Issued Or Issuable Additional Number Of Shares Issued | 3,588,517 |
Business Acquisition Equity Interests Shares Held In Escrow | 1,016,746 |
Common Stock [Member] | ' |
Subsequent Event [Line Items] | ' |
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | 11,296,079 |