Document_And_Entity_Informatio
Document And Entity Information | 6 Months Ended | |
Jun. 30, 2014 | Aug. 14, 2014 | |
Document Information [Line Items] | ' | ' |
Entity Registrant Name | 'Global Defense & National Security Systems, Inc. | ' |
Entity Central Index Key | '0001583513 | ' |
Current Fiscal Year End Date | '--12-31 | ' |
Entity Filer Category | 'Smaller Reporting Company | ' |
Trading Symbol | 'GDEF | ' |
Entity Common Stock, Shares Outstanding | ' | 9,624,725 |
Document Type | '10-Q | ' |
Amendment Flag | 'false | ' |
Document Period End Date | 30-Jun-14 | ' |
Document Fiscal Period Focus | 'Q2 | ' |
Document Fiscal Year Focus | '2014 | ' |
Condensed_Balance_Sheets
Condensed Balance Sheets (USD $) | Jun. 30, 2014 | Dec. 31, 2013 |
Current assets: | ' | ' |
Cash | $1,002,647 | $827,541 |
Prepaid insurance | 63,560 | 128,771 |
Total current assets | 1,066,207 | 956,312 |
Cash and cash equivalents held in Trust Account | 72,834,336 | 72,810,956 |
Total assets | 73,900,543 | 73,767,268 |
Current liabilities: | ' | ' |
Accounts payable and accrued expenses | 232,125 | 44,937 |
Convertible promissory note to affiliate | 1,263,263 | 0 |
Due to affiliate | 102,603 | 80,105 |
Total current liabilities | 1,597,991 | 125,042 |
Deferred underwriters fees | 1,897,500 | 1,897,500 |
Total liabilities | 3,495,491 | 2,022,542 |
Common stock subject to possible redemption: 6,199,529 shares (at redemption value) at June 30, 2014 (6,326,513 at December 31, 2013) | 65,405,051 | 66,744,725 |
Stockholders' equity | ' | ' |
Common stock, $.0001 par value, 100,000,000 shares authorized; 3,425,196 and 3,298,212 shares issued and outstanding (excluding 6,199,529 and 6,326,513 shares subject to possible redemption) at June 30, 2014 and December 31, 2013, respectively | 343 | 329 |
Additional paid-in capital | 6,424,466 | 5,084,805 |
Deficit accumulated during the development stage | -1,424,808 | -85,133 |
Total stockholders' equity | 5,000,001 | 5,000,001 |
Total liabilities and stockholders' equity | $73,900,543 | $73,767,268 |
Condensed_Balance_Sheets_Paren
Condensed Balance Sheets [Parenthetical] (USD $) | Jun. 30, 2014 | Dec. 31, 2013 |
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 | 3,425,196 | 3,298,212 |
Common Stock, Shares, Outstanding | 3,425,196 | 3,298,212 |
Temporary Equity, Shares Outstanding | 6,199,529 | 6,326,513 |
CONDENSED_STATEMENTS_OF_OPERAT
CONDENSED STATEMENTS OF OPERATIONS (USD $) | 3 Months Ended | 6 Months Ended | 12 Months Ended |
Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | |
Revenue | $0 | $0 | $0 |
General and administrative expenses | 164,707 | 1,363,055 | 1,464,144 |
Loss from operations | -164,707 | -1,363,055 | -1,464,144 |
Interest income | 11,223 | 23,380 | 39,336 |
Net loss attributable to common stock not subject to possible redemption | ($153,484) | ($1,339,675) | ($1,424,808) |
Weighted average number of common shares, excluding shares subject to possible redemption - basic and diluted (in shares) | 3,410,807 | 3,354,820 | 3,899,515 |
Net loss per common share, excluding shares subject to possible redemption - basic and diluted (in dollars per share) | ($0.04) | ($0.40) | ($0.37) |
CONDENSED_STATEMENT_OF_CHANGES
CONDENSED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (USD $) | Total | Common Stock [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit during Development Stage [Member] |
Balances at Jul. 02, 2013 | $0 | $0 | $0 | $0 |
Balances (in shares) at Jul. 02, 2013 | ' | 0 | ' | ' |
Sale of common stock issued to initial stockholder on July 3, 2013 at approximately $0.012 per share | 25,000 | 200 | 24,800 | 0 |
Sale of common stock issued to initial stockholder on July 3, 2013 at approximately $0.012 per share (in shares) | ' | 2,003,225 | ' | ' |
Proceeds from private placement of 721,500 shares | 7,215,000 | 72 | 7,214,928 | 0 |
Proceeds from private placement of 721,500 shares (in shares) | ' | 721,500 | ' | ' |
Proceeds from public offering of 6,900,000 shares, net of offering expenses | 69,000,000 | 690 | 68,999,310 | 0 |
Proceeds from public offering of 6,900,000 shares, net of offering expenses (in shares) | ' | 6,900,000 | ' | ' |
Underwriters' discount and offering expenses | -4,410,141 | 0 | -4,410,141 | 0 |
Net proceeds subject to possible redemption of 6,326,513 shares | -66,744,725 | -633 | -66,744,092 | 0 |
Net proceeds subject to possible redemption of 6,326,513 shares (in shares) | ' | -6,326,513 | ' | ' |
Net loss attributable to common stock not subject to possible redemption (unaudited) | -85,133 | 0 | 0 | -85,133 |
Balances at Dec. 31, 2013 | 5,000,001 | 329 | 5,084,805 | -85,133 |
Balances (in shares) at Dec. 31, 2013 | ' | 3,298,212 | ' | ' |
Decrease in carrying amount of redeemable shares to 6,199,529 shares subject to possible redemption at June 30, 2014 (unaudited) | 1,339,675 | 14 | 1,339,661 | 0 |
Decrease in carrying amount of redeemable shares to 6,199,529 shares subject to possible redemption at June 30, 2014 (unaudited) (in shares) | ' | 126,984 | ' | ' |
Net loss attributable to common stock not subject to possible redemption (unaudited) | -1,339,675 | 0 | 0 | -1,339,675 |
Balances at Jun. 30, 2014 | $5,000,001 | $343 | $6,424,466 | ($1,424,808) |
Balances (in shares) at Jun. 30, 2014 | ' | 3,425,196 | ' | ' |
CONDENSED_STATEMENT_OF_CHANGES1
CONDENSED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY [Parenthetical] (USD $) | 6 Months Ended | |
Jun. 30, 2014 | Dec. 31, 2013 | |
Sale of Stock, Price Per Share | ' | $0.01 |
Temporary Equity, Shares Outstanding | 6,199,529 | 6,326,513 |
Redeemable Shares Subject To Possible Redemption | 6,199,529 | ' |
Common Stock [Member] | ' | ' |
Stock Issued During Period, Shares, New Issues One | ' | 6,900,000 |
Stock Issued During Period Shares Private Placement | ' | 721,500 |
CONDENSED_STATEMENTS_OF_CASH_F
CONDENSED STATEMENTS OF CASH FLOWS (USD $) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2014 | Jun. 30, 2014 | |
Cash Flows From Operating Activities: | ' | ' |
Net loss | ($1,339,675) | ($1,424,808) |
Change in operating assets and liabilities: | ' | ' |
Prepaid insurance | 65,212 | -63,559 |
Accounts payable and accrued expenses | 187,188 | 232,125 |
Due to affiliate | 22,498 | 102,603 |
Net cash used in operating activities | -1,064,777 | -1,153,639 |
Cash Flows from Investing Activities: | ' | ' |
Proceeds deposited in Trust Account | 0 | -72,795,000 |
Interest on Trust Account | -23,380 | -39,336 |
Net cash used in investing activities | -23,380 | -72,834,336 |
Cash Flows from Financing Activities: | ' | ' |
Proceeds from convertible promissory note to affiliate | 1,263,263 | 1,263,263 |
Payment of underwriting fees | 0 | -2,070,000 |
Proceeds from sale of shares to Sponsor | 0 | 25,000 |
Proceeds from public offering | 0 | 69,000,000 |
Proceeds from private placement | 0 | 7,215,000 |
Payment of offering costs | 0 | -442,641 |
Net cash provided by financing activities | 1,263,263 | 74,990,622 |
Increase in cash | 175,106 | 1,002,647 |
Cash at beginning of period | 827,541 | 0 |
Cash at end of period | 1,002,647 | 1,002,647 |
Supplemental Disclosure of Non-Cash Financing Activities: | ' | ' |
Deferred underwriters' fee | $0 | $1,897,500 |
DESCRIPTION_OF_ORGANIZATION_AN
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | 6 Months Ended |
Jun. 30, 2014 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' |
Organization, Consolidation and Presentation of Financial Statements Disclosure [Text Block] | ' |
1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | |
Global Defense & National Security Systems, Inc. (a development stage company) (the “Company”) is an organized blank check company incorporated in Delaware on July 3, 2013. The Company was formed for the purpose of acquiring, through a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, exchangeable share transaction or other similar business transaction, one or more operating businesses or assets that we have not yet identified (“Business Combination”). The Company has neither engaged in any operations nor generated revenue to date. The Company is considered to be in the development stage as defined in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 915, “Development Stage Entities” and is subject to the risks associated with activities of development stage companies. | |
At June 30, 2014, the Company had not commenced any operations. All activity through June 30, 2014, relates to the Company’s formation, the initial public offering (“Public Offering”) described below in note 3 activities relating to identifying and evaluating prospective Business Combination candidates and activities relating to general corporate matters. | |
The registration statement for the Public Offering was declared effective on October 24, 2013. The Company consummated the Public Offering on October 29, 2013 and received net proceeds of approximately $73,545,000 which includes $7,215,000 received from the private placement of 721,500 shares to Global Defense & National Security Holdings LLC, a Delaware limited liability Company (the “sponsor”) ( the “private placement”) (as described in Note 3). | |
The underwriters also exercised their over-allotment option on consummation of the Public Offering on October 29, 2013. The above net proceeds include $9,495,000 as a result of the over-allotment, which includes $765,000 additional private placement. | |
The Company’s management has broad discretion with respect to the specific application of the net proceeds of its Public Offering (as defined in Note 3 below), although substantially all of the net proceeds of the Public Offering are intended to be generally applied toward consummating a Business Combination. Furthermore, there is no assurance that the Company will be able to successfully effect a Business Combination. | |
Net proceeds of $72,795,000 from the Public Offering and simultaneous private placements of the placement shares (as described below in Note 3) are being held in a trust account (“Trust Account”) in the United States maintained by American Stock Transfer & Trust Company, acting as trustee, and invested in U.S. “government securities,” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940 (the “1940 Act”) with a maturity of 180 days or less or in any open ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of paragraphs (c)(2), (c) (3) and (c)(4) of Rule 2a-7 of the 1940 Act, as determined by the Company, until the earlier of: (i) the consummation of a Business Combination or (ii) the distribution of the Trust Account as described below. | |
The Company, after signing a definitive agreement for the acquisition of one or more target businesses or assets, will not submit the transaction for stockholder approval, unless otherwise required by law. The Company will proceed with a Business Combination if it is approved by the board of directors. In the event that the Company is required to seek stockholder approval in connection with our initial Business Combination, the Company will proceed with a Business Combination only if a majority of the outstanding shares of Common Stock cast at the meeting to approve the Business Combination are voted for approval of such Business Combination. In connection with such a vote, the Company will provide our stockholders with the opportunity to have their shares of our Common Stock converted to cash upon the consummation of our initial Business Combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including any amounts representing interest earned on the Trust Account, less any interest released to us for the payment of taxes, divided by the number of then outstanding shares of Common Stock that were sold in the Public Offering, subject to the limitations described within the registration statement and any limitations (including but not limited to cash requirements) agreed to in connection with the negotiation of terms of a proposed Business Combination. These shares of Common Stock were recorded at a redemption value and classified as temporary equity prior to the Public Offering being closed, in accordance with ASC 480 “Distinguishing Liabilities from Equity”. However, in no event will the Company redeem its Public Shares in an amount that would cause its net tangible assets to be less than $5,000,001. The initial stockholder, Global Defense & National Security Holdings LLC (the “Sponsor”) has agreed, in the event the Company is required to seek stockholder approval of its Business Combination, to vote its Sponsor’s Shares (as defined in Note 5 below), Private Placement Shares (as defined in Note 3 below) and any Public Shares held, in favor of approving a Business Combination. | |
Our Sponsor, officers and directors have agreed that the Company will have only 21 months from the date of our prospectus (October 24, 2013) to consummate our initial Business Combination. If we are unable to consummate our initial Business Combination within 21 months, we will (i) cease all operations except for the purposes of winding up of our affairs; (ii) distribute the aggregate amount then on deposit in the Trust Account, including a portion of the interest earned thereon which was not previously used for payment of franchise and income taxes, pro rata to our public stockholders by way of redemption of our Public Shares (which redemption would completely extinguish such holders’ rights as stockholders, including the right to receive further liquidation distributions, if any); and (iii) as promptly as possible following such redemption, dissolve and liquidate the balance of our net assets to our remaining stockholders, as part of our plan of dissolution and liquidation. | |
The Sponsor has agreed to waive its redemption rights with respect to the Sponsor’s Shares and Private Placement Shares (i) in connection with the consummation of a Business Combination, (ii) if we fail to consummate our initial Business Combination within 21 months from the date of our prospectus (October 24, 2013), (iii) in connection with an expired or unwithdrawn tender offer, and (iv) upon our liquidation prior to the expiration of the 21 month period. However, if our Sponsor should acquire Public Shares in or after the Public Offering, it will be entitled to receive its pro rata share of cash proceeds distributed by the Company with respect to such Public Shares if we fail to consummate a Business Combination within the required time period. The underwriters have agreed to waive their rights to their deferred underwriting commission held in the Trust Account in the event we do not consummate a Business Combination within 21 months from the date of our prospectus (October 24, 2013) and, in such event, such amounts will be included with the funds held in the Trust Account that will be available to fund the conversion of our Public Shares. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be less than the initial Public Offering price per share of Common Stock in the Public Offering. | |
SUMMARY_OF_SIGNIFICANT_ACCOUNT
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 6 Months Ended | |||||||||||||
Jun. 30, 2014 | ||||||||||||||
Accounting Policies [Abstract] | ' | |||||||||||||
Significant Accounting Policies [Text Block] | ' | |||||||||||||
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ||||||||||||||
Basis of presentation | ||||||||||||||
The accompanying unaudited financial statements as of June 30, 2014 and the results of operations and cash flows for the three and six month periods ended June 30, 2014 and for the period from July 3, 2013 (inception) through June 30, 2014 are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with the instructions to Form 10-Q and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). In the opinion of management, all adjustments necessary for a fair presentation have been included and are of a normal recurring nature. Interim results are not necessarily indicative of the results that may be expected for any other interim period or for the full year. | ||||||||||||||
These unaudited condensed interim financial statements should be read in conjunction with the audited financial statements and notes thereto for the period ended December 31, 2013 included on Form 10-K filed with the SEC on March 14, 2014. The December 31, 2013 balance sheet included herein has been derived from those audited financial statements. The accounting policies used in preparing these unaudited condensed interim financial statements are consistent with those used in preparing the December 31, 2013 audited financial statements. | ||||||||||||||
While preparing its financial statements for the six months ended June 30, 2014, the Company identified and corrected an error related to the accounting for the Company’s changes in amounts subject to possible redemption for the year ended December 31, 2013. The Company determined that its changes in amounts subject to possible redemption should have been accounted for as an adjustment to additional paid-in capital instead of as an adjustment to accumulated deficit. There was no change in previously reported total assets, total liabilities, common stock subject to possible redemption or net loss attributable to common shares for any of the periods. The accompanying condensed financial statements have been revised to reflect a balance in accumulated deficit with a corresponding increase of additional paid-in capital as of December 31, 2013. In accordance with Securities and Exchange Commission ("SEC") Staff Accounting Bulletin Nos. 99 and 108 (“SAB 99” and “SAB 108”), the Company has evaluated these errors and, based on an analysis of quantitative and qualitative factors, has determined that they were not material to each of the prior reporting periods affected and no amendments of previously filed 10-Q or 10-K reports with the SEC are required. | ||||||||||||||
Development stage company | ||||||||||||||
The Company complies with the reporting requirements of FASB ASC 915, “Development Stage Entities”. At June 30, 2014, the Company has not commenced any operations nor generated revenue to date. All activity through June 30, 2014 relates to the Company’s formation, the Public Offering, activities relating to identifying and evaluating prospective Business Combination candidates and activities relating to general corporate matters. The Company will not generate any operating revenues until after completion of a Business Combination, at the earliest. The Company generates non-operating income in the form of interest income on the designated Trust Account. | ||||||||||||||
Securities held in trust | ||||||||||||||
The Company classifies investment in short-term treasury securities as held-to-maturity in accordance with FASB ASC 320, “Investments -Debt and Equity Securities”, as the Company has the ability and intent to hold until maturity. Held-to-maturity treasury securities are recorded at amortized cost and adjusted for the amortization or accretion of premiums or discounts. A decline in the market value of held-to-maturity securities below cost that the Company deems to be other than temporary results in an impairment that reduces the carrying costs to such securities’ fair value. The impairment is charged to earnings and a new cost basis for the security is established. To determine whether an impairment is other than temporary, the Company considers whether it has the ability and intent to hold the investment until a market price recovery and considers whether evidence indicating the cost of the investment is recoverable outweighs evidence to the contrary. Evidence considered in this assessment includes the reasons for the impairment, the severity and the duration of the impairment, changes in value subsequent to year-end, forecasted performance of the investee, and the general market condition in the geographic area or industry the investee operates in. Premiums and discounts are amortized or accreted over the life of the related held-to-maturity security as an adjustment to yield using the effective-interest method. Such amortization and accretion is included in the “Interest income” line item in the statement of operations. Interest income is recognized when earned. | ||||||||||||||
Net loss per share of Common Stock | ||||||||||||||
The Company complies with accounting and disclosure requirements of FASB ASC 260, “Earnings Per Share.” Net loss per share of Common Stock is computed by dividing net loss applicable to common stockholders by the weighted average number of shares of Common Stock outstanding for the period. | ||||||||||||||
Diluted net loss per share of Common Stock is computed by dividing net loss applicable to common stockholders by the weighted average number of shares of Common Stock outstanding, plus, to the extent dilutive, the incremental number of shares of common stock to settle the convertible advance made by the Sponsor (see Note 5), as calculated using the treasury stock method. However, due to the losses presented for all periods, incremental shares of common stock are not considered as they are anti-dilutive. As a result, diluted profit/loss per share of Common Stock is the same as basic profit/loss per share of Common Stock for the period. At June 30, 2014, the Company had an outstanding advance owing to Sponsor convertible into 122,886 shares of Common Stock. | ||||||||||||||
Concentration of credit risk | ||||||||||||||
Financial instruments that potentially subject the Company to concentration of credit risk consist of cash accounts in a financial institution which, at times may exceed the Federal depository insurance coverage of $250,000. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. | ||||||||||||||
Fair value of financial instruments | ||||||||||||||
The Company complies with ASC 820, “Fair Value Measurement”, 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 following tables present information about the Company’s assets that are measured at fair value on a recurring basis as of June 30, 2014 and December 31, 2013, and indicate the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value. In general, fair values determined by Level 1 inputs utilize quoted prices (unadjusted) in active markets for identical assets or liabilities. Fair values determined by Level 2 inputs utilize data points that are observable such as quoted prices, interest rates and yield curves. Fair values determined by Level 3 inputs are unobservable data points for the asset or liability, and include situations where there is little, if any, market activity for the asset or liability: | ||||||||||||||
Description | June 30, 2014 | Quoted Prices in | Significant Other | Significant Other | ||||||||||
Active Markets | Observable | Unobservable | ||||||||||||
(Level 1) | Inputs (Level 2) | Inputs | ||||||||||||
(Level 3) | ||||||||||||||
Assets: | ||||||||||||||
Cash equivalents held in Trust Account | $ | 72,793,195 | $ | 72,793,195 | $ | - | $ | - | ||||||
Description | December 31, | Quoted Prices in | Significant Other | Significant Other | ||||||||||
2013 | Active Markets | Observable | Unobservable | |||||||||||
(Level 1) | Inputs (Level 2) | Inputs | ||||||||||||
(Level 3) | ||||||||||||||
Assets: | ||||||||||||||
Cash equivalents held in Trust Account | $ | 72,870,878 | $ | 72,870,878 | $ | - | $ | - | ||||||
Recent accounting pronouncements | ||||||||||||||
In June 2014, FASB issued Accounting Standards Update (“ASU”) No. 2014-10, which eliminated certain financial reporting requirements of companies previously identified as “Development Stage Entities” (Topic 915). The amendments in this ASU simplify accounting guidance by removing all incremental financial reporting requirements for development stage entities. The amendments also reduce data maintenance and, for those entities subject to audit, audit costs by eliminating the requirement for development stage entities to present inception-to-date information in the statements of income, cash flows, and shareholder equity. Early application of each of the amendments is permitted for any annual reporting period or interim period for which the entity’s financial statements have not yet been issued (public business entities) or made available for issuance (other entities). Upon adoption, entities will no longer present or disclose any information required by Topic 915. For public business entities, those amendments are effective for annual reporting periods beginning after December 15, 2014, and interim periods therein. The Company will be adopting this standard in future filings. | ||||||||||||||
Management does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements. | ||||||||||||||
Use of estimates | ||||||||||||||
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. | ||||||||||||||
Income taxes | ||||||||||||||
The Company complies with the accounting and reporting requirements of FASB ASC, 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. | ||||||||||||||
Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. At June 30, 2014 and December 31, 2013, the Company has a net deferred tax asset of approximately $499,000 and $29,800, respectively, related to net operating loss carry forwards (which begin to expire in 2033) and start-up costs. Management has determined that a full valuation allowance of the deferred tax asset is appropriate at this time. | ||||||||||||||
FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions 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. There were no unrecognized tax benefits as of June 30, 2014 and December 31, 2013. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties at June 30, 2014 or December 31, 2013. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. | ||||||||||||||
The Company may be subject to potential examination by U.S. federal, U.S. states or foreign jurisdiction authorities in the areas of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with U.S. federal, U.S. state and foreign tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. | ||||||||||||||
Redeemable Common Stock | ||||||||||||||
All of the shares of Common Stock sold at the Public Offering contained a redemption feature which allows for the redemption of shares of Common Stock under the Company's liquidation or tender offer/ stockholder approval provisions. In accordance with ASC 480, redemption provisions not solely within the control of the Company require the security to be classified outside of permanent equity. Ordinary liquidation events, which involve the redemption and liquidation of all of the entity's equity instruments, are excluded from the provisions of ASC 480. Although the Company does not specify a maximum redemption threshold, its amended and restated certificate of incorporation provides that a Business Combination shall not be consummated if the Company has net tangible assets less than $5,000,001 upon such consummation. | ||||||||||||||
The Company recognizes changes in redemption value immediately as they occur and will adjust the carrying value of the security to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable Common Stock shall be affected by charges against paid-in capital. | ||||||||||||||
Accordingly, at June 30, 2014, 6,199,529 (at December 31, 2013, 6,326,513) of the Public Shares are classified outside of permanent equity at their redemption value. The redemption value is equal to the pro rata share of the aggregate amount then on deposit in the Trust Account, including interest but less taxes payable and amounts released for working capital (approximately $10.55 at June 30, 2014 and December 31, 2013). | ||||||||||||||
PUBLIC_OFFERING
PUBLIC OFFERING | 6 Months Ended | |
Jun. 30, 2014 | ||
Public Offering [Abstract] | ' | |
Public Offering Disclosure [Text Block] | ' | |
3 | PUBLIC OFFERING | |
The Public Offering called for the Company to offer for sale 6,000,000 shares of the Company’s common stock, $0.0001 par value (the “Common Stock”), at $10.00 per share (or 6,900,000 shares of Common Stock after the underwriters’ over-allotment option was exercised in full) (“Public Shares”). The Company granted the underwriters a 45 day option to purchase up to 900,000 shares of Common Stock to cover over-allotment. The over-allotment option was exercised by the underwriter upon consummation of the Public Offering on October 29, 2013. The Company’s management has broad discretion with respect to the specific application of the net proceeds of this Public Offering and the Sponsor’s Shares, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. Furthermore, there is no assurance that the Company will be able to effect a Business Combination successfully. Upon closing the Public Offering, management agreed the price per Public Share sold in the Public Offering, including the proceeds of the private placement of the Private Placement Shares, be deposited in the Trust Account and invested in United States government treasury bills having a maturity of 180 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act of 1940, as amended, that invest solely in U.S. treasuries until the earlier of the consummation of its first Business Combination and the Company’s failure to consummate a Business Combination within 21 months from the date of our prospectus (October 24, 2013). 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 Sponsor has agreed that it will be 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, it may not be able to satisfy those obligations should they arise. The remaining net proceeds (held outside the Trust Account) may be used to pay for business, legal and accounting due diligence on prospective acquisitions and continuing general and administrative expenses. The amount of proceeds not deposited in the Trust Account (after Public Offering expenses) was $1,082,434 at closing of the Public Offering. In addition, interest income on the funds held in the Trust Account may be released to the Company to pay its franchise and income tax obligations. | ||
The Company has its shares listed on the Nasdaq Capital Market (“NASDAQ”). 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 at the time of the execution of a definitive agreement for its Business Combination, although the Company may acquire a target business whose fair market value significantly exceeds 80% of the Trust Account balance. | ||
In connection with the Public Offering, the Sponsor purchased shares of Common Stock at a price of $10.00 per share (the “Private Placement Shares”) in a private placement which occurred simultaneously with the consummation of the Public Offering. The purchase price of the Private Placement Shares is added to the proceeds from the Public Offering held in the Trust Account. If we do not complete a Business Combination within 21 months from the date of our prospectus (October 24, 2013), the proceeds from the sale of the Private Placement Shares held in the Trust Account will be used to fund the redemption of our Public Shares (subject to the requirements of applicable law). There will be no redemption rights or liquidating distributions with respect to the Private Placement Shares, which will expire worthless. | ||
The Private Placement Shares will not be transferable, assignable or salable until 30 days after the consummation of our initial Business Combination, subject to certain limited exceptions, including (i) to any member of our Sponsor (“Sponsor Member”), (ii) by gift to a member of the Sponsor Member’s immediate family for estate planning purposes or to a trust, the beneficiary of which is our Sponsor or a member of the Sponsor Member’s immediate family, (iii) if the Sponsor Member is not a natural person, by gift to a member of the immediate family of such Sponsor Member’s controlling person for estate planning purposes or to a trust, the beneficiary of which is our Sponsor’s controlling person or a member of the immediate family of such Sponsor Member’s controlling person, (iv) by virtue of the laws of descent and distribution upon death of the Sponsor Member, or (v) pursuant to a qualified domestic relations order; in each case where the transferee agrees to the terms of the private placement agreement governing such Private Placement Shares and the letter agreement signed by our Sponsor transferring such Private Placement Shares and such other documents as we may reasonably require. Until 30 days after the completion of the Business Combination, our Sponsor shall not pledge or grant a security interest in its Private Placement Shares or grant a security interest in our Sponsor’s rights under the private placement agreement governing such Private Placement Shares. The sale of the Private Placement Shares was made pursuant to the exemption from registration contained in Section 4(2) of the Securities Act. | ||
OVERALLOTMENT_OPTION_EXERCISED
OVER-ALLOTMENT OPTION EXERCISED | 6 Months Ended | ||
Jun. 30, 2014 | |||
Over Allotment Option Exercised [Abstract] | ' | ||
Over Allotment Option Exercised [Text Block] | ' | ||
4 | OVER-ALLOTMENT OPTION EXERCISED | ||
The Company announced on October 28, 2013 that the over-allotment option for its initial Public Offering was exercised and consummated to the full extent of 900,000 shares. The 6,900,000 Public Shares sold in the offering, including the 900,000 Public Shares sold pursuant to the over-allotment option, were sold at an offering price of $10.00 per share, generating gross proceeds of $69,000,000 to the Company. | |||
RELATED_PARTY_TRANSACTIONS
RELATED PARTY TRANSACTIONS | 6 Months Ended |
Jun. 30, 2014 | |
Related Party Transactions [Abstract] | ' |
Related Party Transactions Disclosure [Text Block] | ' |
5. RELATED PARTY TRANSACTIONS | |
In order to finance transaction costs in connection with an intended initial Business Combination, our Sponsor, officers, directors or their affiliates may, but are not obligated to, loan us funds as may be required. If we consummate an initial Business Combination, we would repay such loaned amounts. In the event that the initial Business Combination does not close, we may use a portion of the working capital held outside the Trust Account to repay such loaned amounts, but no proceeds from our Trust Account would be used for such repayment. | |
On May 15, 2014, the Company issued a non-interest bearing convertible promissory note to the Sponsor amounting to $1,263,263, of which the proceeds of $1,000,000 will be used as working capital in order to finance transaction costs in connection with an intended initial Business Combination and $263,263 will be used to to pay operating costs incurred in the period from inception through March 31, 2014. For the three-month ended June 30, 2014, the Sponsor has paid operating costs amounted to $102,603, which the Company recorded as due to affiliate in the accompanying condensed balance sheets. As of June 30, 2014, the total amount owed to the Sponsor is $1,365,866. The convertible note is due on the earlier of (1) July 24, 2015, and (2) immediately following the consummation of the initial Business Combination. At the Sponsor’s election, following the consummation of a Business Combination, the note will convert into Common Stock at the greater of (1) $10.00 per share, and (2) the 30 day trailing average of the closing price per share. | |
In July 2013, the Company issued 2,003,225 shares of Common Stock to the Sponsor (the “Sponsor’s Shares”) for an aggregate purchase price of $25,000. | |
Simultaneously with the closing of the Public Offering, the Company completed the private sale of 721,500 shares of Common Stock (the “Private Placement Shares”) at a purchase price of $10.00 per Private Placement Share (including 76,500 shares from exercising of the over-allotment), to the Company’s Sponsor, generating gross proceeds to the Company of $7,215,000 (including additional $76,500 as a result of the over-allotment being exercised). The Private Placement Shares are identical to the shares sold in the Public Offering, except that the Sponsor has agreed (1) to vote the Private Placement Shares in favor of any proposed Business Combination, and (2) not to convert any Private Placement Shares in connection with a stockholder vote to approve any proposed initial Business Combination or to sell any Private Placement Shares to the Company pursuant to any tender offer in connection with any proposed initial Business Combination. Additionally, the Sponsor has agreed not to transfer, assign or sell any of the Private Placement Shares (except to certain permitted transferees) until 30 days after the completion of the Company’s initial Business Combination. | |
The Sponsor’s Shares are identical to the Public Shares, except that (1) the Sponsor’s Shares are subject to certain transfer restrictions, as described in more detail below, and (2) our Sponsor has agreed: (i) to waive its redemption rights with respect to its Sponsor’s Shares, Private Placement Shares and Public Shares in connection with the consummation of a Business Combination and (ii) to waive its redemption rights with respect to its Sponsor’s Shares and Private Placement Shares if we fail to consummate a Business Combination within 21 months from the date of our prospectus (October 24, 2013). However, our Sponsor will be entitled to redemption rights with respect to any Public Shares it holds if we fail to consummate a Business Combination within such time period. If we submit our initial Business Combination to our public stockholders for a vote, our Sponsor has agreed to vote its Sponsor’s Shares, Private Placement Shares and any Public Shares held in favor of our initial Business Combination. | |
All of the Sponsor’s Shares outstanding at the time of the Public Offering were placed in escrow with American Stock Transfer & Trust Company, as escrow agent. Of the total Sponsor’s Shares, 50% of such shares will be released from escrow six months after the closing of the Business Combination. The remaining 50% of the Sponsor’s Shares will be released from escrow one year after the closing of the Business Combination. | |
On the date that our securities were first listed on the NASDAQ, October 24, 2013, we agreed to pay our Sponsor a total of $10,000 per month for office space, administrative services and secretarial support. This arrangement was agreed to by our Sponsor for our benefit and is not intended to provide our Sponsor compensation in lieu of salary or other remuneration. We believe that such fees are at least as favorable as we could have obtained from an unaffiliated person. Upon consummation of our initial Business Combination or our liquidation, we will cease paying these monthly fees. | |
TRUST_ACCOUNT
TRUST ACCOUNT | 6 Months Ended | |
Jun. 30, 2014 | ||
Trust Account [Abstract] | ' | |
Trust Account [Text Block] | ' | |
6 | TRUST ACCOUNT | |
A total of $72,795,000, which includes $65,580,000 of the net proceeds from the Public Offering and $7,215,000 from the private placement, was placed in the Trust Account. | ||
As of June 30, 2014, investment securities in the Company’s Trust Account consist of $72,793,195 (December 31, 2013, $72,780,878), invested in the “Wells Fargo Money Market Mutual Fund”, a fund which invests exclusively in U.S. government securities and another $41,141 (December 31, 2013, $30,078) is held as cash. The Company classifies its United States Treasury and equivalent securities as held-to-maturity in accordance with FASB ASC 320 “Investments – Debt and Equity Securities”. Held-to-maturity treasury securities are recorded at amortized cost on the accompanying June 30, 2014 balance sheet and adjusted for amortization or accretion of premiums or discounts. | ||
COMMITMENTS_CONTINGENCIES
COMMITMENTS & CONTINGENCIES | 6 Months Ended |
Jun. 30, 2014 | |
Commitments and Contingencies Disclosure [Abstract] | ' |
Commitments and Contingencies Disclosure [Text Block] | ' |
7. COMMITMENTS & CONTINGENCIES | |
The underwriters were entitled to an underwriting discount of three percent (3.0%) which was paid in cash at the closing of the Public Offering, including any amounts raised pursuant to the over-allotment option. In addition, the underwriters will be entitled to a deferred fee of two and three quarter percent (2.75%) of the Public Offering, including any amounts raised pursuant to the over-allotment option, payable in cash upon the closing of a Business Combination. | |
STOCKHOLDERS_EQUITY
STOCKHOLDERS' EQUITY | 6 Months Ended | ||
Jun. 30, 2014 | |||
Stockholders Equity Note [Abstract] | ' | ||
Stockholders Equity Note Disclosure [Text Block] | ' | ||
8 | STOCKHOLDERS’ EQUITY | ||
Common Stock — The Company is authorized to issue 100,000,000 shares of Common Stock with a par value of $0.0001 per share. Holders of the Company’s Common Stock are entitled to one vote for each share of Common Stock. | |||
SUBSEQUENT_EVENTS
SUBSEQUENT EVENTS | 6 Months Ended |
Jun. 30, 2014 | |
Subsequent Events [Abstract] | ' |
Subsequent Events [Text Block] | ' |
9. SUBSEQUENT EVENTS | |
Management has approved the financial statements and performed an evaluation of subsequent events through August 14, 2014, the date the financial statements were available for issuance, noting no items requiring disclosure. | |
SUMMARY_OF_SIGNIFICANT_ACCOUNT1
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 6 Months Ended | |||||||||||||
Jun. 30, 2014 | ||||||||||||||
Accounting Policies [Abstract] | ' | |||||||||||||
Basis of Accounting, Policy [Policy Text Block] | ' | |||||||||||||
Basis of presentation | ||||||||||||||
The accompanying unaudited financial statements as of June 30, 2014 and the results of operations and cash flows for the three and six month periods ended June 30, 2014 and for the period from July 3, 2013 (inception) through June 30, 2014 are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with the instructions to Form 10-Q and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). In the opinion of management, all adjustments necessary for a fair presentation have been included and are of a normal recurring nature. Interim results are not necessarily indicative of the results that may be expected for any other interim period or for the full year. | ||||||||||||||
These unaudited condensed interim financial statements should be read in conjunction with the audited financial statements and notes thereto for the period ended December 31, 2013 included on Form 10-K filed with the SEC on March 14, 2014. The December 31, 2013 balance sheet included herein has been derived from those audited financial statements. The accounting policies used in preparing these unaudited condensed interim financial statements are consistent with those used in preparing the December 31, 2013 audited financial statements. | ||||||||||||||
While preparing its financial statements for the six months ended June 30, 2014, the Company identified and corrected an error related to the accounting for the Company’s changes in amounts subject to possible redemption for the year ended December 31, 2013. The Company determined that its changes in amounts subject to possible redemption should have been accounted for as an adjustment to additional paid-in capital instead of as an adjustment to accumulated deficit. There was no change in previously reported total assets, total liabilities, common stock subject to possible redemption or net loss attributable to common shares for any of the periods. The accompanying condensed financial statements have been revised to reflect a balance in accumulated deficit with a corresponding increase of additional paid-in capital as of December 31, 2013. In accordance with Securities and Exchange Commission ("SEC") Staff Accounting Bulletin Nos. 99 and 108 (“SAB 99” and “SAB 108”), the Company has evaluated these errors and, based on an analysis of quantitative and qualitative factors, has determined that they were not material to each of the prior reporting periods affected and no amendments of previously filed 10-Q or 10-K reports with the SEC are required. | ||||||||||||||
Research, Development, and Computer Software, Policy [Policy Text Block] | ' | |||||||||||||
Development stage company | ||||||||||||||
The Company complies with the reporting requirements of FASB ASC 915, “Development Stage Entities”. At June 30, 2014, the Company has not commenced any operations nor generated revenue to date. All activity through June 30, 2014 relates to the Company’s formation, the Public Offering, activities relating to identifying and evaluating prospective Business Combination candidates and activities relating to general corporate matters. The Company will not generate any operating revenues until after completion of a Business Combination, at the earliest. The Company generates non-operating income in the form of interest income on the designated Trust Account. | ||||||||||||||
Marketable Securities, Held-to-maturity Securities, Policy [Policy Text Block] | ' | |||||||||||||
Securities held in trust | ||||||||||||||
The Company classifies investment in short-term treasury securities as held-to-maturity in accordance with FASB ASC 320, “Investments -Debt and Equity Securities”, as the Company has the ability and intent to hold until maturity. Held-to-maturity treasury securities are recorded at amortized cost and adjusted for the amortization or accretion of premiums or discounts. A decline in the market value of held-to-maturity securities below cost that the Company deems to be other than temporary results in an impairment that reduces the carrying costs to such securities’ fair value. The impairment is charged to earnings and a new cost basis for the security is established. To determine whether an impairment is other than temporary, the Company considers whether it has the ability and intent to hold the investment until a market price recovery and considers whether evidence indicating the cost of the investment is recoverable outweighs evidence to the contrary. Evidence considered in this assessment includes the reasons for the impairment, the severity and the duration of the impairment, changes in value subsequent to year-end, forecasted performance of the investee, and the general market condition in the geographic area or industry the investee operates in. Premiums and discounts are amortized or accreted over the life of the related held-to-maturity security as an adjustment to yield using the effective-interest method. Such amortization and accretion is included in the “Interest income” line item in the statement of operations. Interest income is recognized when earned. | ||||||||||||||
Earnings Per Share, Policy [Policy Text Block] | ' | |||||||||||||
Net loss per share of Common Stock | ||||||||||||||
The Company complies with accounting and disclosure requirements of FASB ASC 260, “Earnings Per Share.” Net loss per share of Common Stock is computed by dividing net loss applicable to common stockholders by the weighted average number of shares of Common Stock outstanding for the period. | ||||||||||||||
Diluted net loss per share of Common Stock is computed by dividing net loss applicable to common stockholders by the weighted average number of shares of Common Stock outstanding, plus, to the extent dilutive, the incremental number of shares of common stock to settle the convertible advance made by the Sponsor (see Note 5), as calculated using the treasury stock method. However, due to the losses presented for all periods, incremental shares of common stock are not considered as they are anti-dilutive. As a result, diluted profit/loss per share of Common Stock is the same as basic profit/loss per share of Common Stock for the period. At June 30, 2014, the Company had an outstanding advance owing to Sponsor convertible into 122,886 shares of Common Stock. | ||||||||||||||
Concentration Risk, Credit Risk, Policy [Policy Text Block] | ' | |||||||||||||
Concentration of credit risk | ||||||||||||||
Financial instruments that potentially subject the Company to concentration of credit risk consist of cash accounts in a financial institution which, at times may exceed the Federal depository insurance coverage of $250,000. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. | ||||||||||||||
Fair Value of Financial Instruments, Policy [Policy Text Block] | ' | |||||||||||||
Fair value of financial instruments | ||||||||||||||
The Company complies with ASC 820, “Fair Value Measurement”, 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 following tables present information about the Company’s assets that are measured at fair value on a recurring basis as of June 30, 2014 and December 31, 2013, and indicate the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value. In general, fair values determined by Level 1 inputs utilize quoted prices (unadjusted) in active markets for identical assets or liabilities. Fair values determined by Level 2 inputs utilize data points that are observable such as quoted prices, interest rates and yield curves. Fair values determined by Level 3 inputs are unobservable data points for the asset or liability, and include situations where there is little, if any, market activity for the asset or liability: | ||||||||||||||
Description | June 30, 2014 | Quoted Prices in | Significant Other | Significant Other | ||||||||||
Active Markets | Observable | Unobservable | ||||||||||||
(Level 1) | Inputs (Level 2) | Inputs | ||||||||||||
(Level 3) | ||||||||||||||
Assets: | ||||||||||||||
Cash equivalents held in Trust Account | $ | 72,793,195 | $ | 72,793,195 | $ | - | $ | - | ||||||
Description | December 31, | Quoted Prices in | Significant Other | Significant Other | ||||||||||
2013 | Active Markets | Observable | Unobservable | |||||||||||
(Level 1) | Inputs (Level 2) | Inputs | ||||||||||||
(Level 3) | ||||||||||||||
Assets: | ||||||||||||||
Cash equivalents held in Trust Account | $ | 72,870,878 | $ | 72,870,878 | $ | - | $ | - | ||||||
New Accounting Pronouncements, Policy [Policy Text Block] | ' | |||||||||||||
Recent accounting pronouncements | ||||||||||||||
In June 2014, FASB issued Accounting Standards Update (“ASU”) No. 2014-10, which eliminated certain financial reporting requirements of companies previously identified as “Development Stage Entities” (Topic 915). The amendments in this ASU simplify accounting guidance by removing all incremental financial reporting requirements for development stage entities. The amendments also reduce data maintenance and, for those entities subject to audit, audit costs by eliminating the requirement for development stage entities to present inception-to-date information in the statements of income, cash flows, and shareholder equity. Early application of each of the amendments is permitted for any annual reporting period or interim period for which the entity’s financial statements have not yet been issued (public business entities) or made available for issuance (other entities). Upon adoption, entities will no longer present or disclose any information required by Topic 915. For public business entities, those amendments are effective for annual reporting periods beginning after December 15, 2014, and interim periods therein. The Company will be adopting this standard in future filings. | ||||||||||||||
Management does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements. | ||||||||||||||
Use of Estimates, Policy [Policy Text Block] | ' | |||||||||||||
Use of estimates | ||||||||||||||
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. | ||||||||||||||
Income Tax, Policy [Policy Text Block] | ' | |||||||||||||
Income taxes | ||||||||||||||
The Company complies with the accounting and reporting requirements of FASB ASC, 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. | ||||||||||||||
Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. At June 30, 2014 and December 31, 2013, the Company has a net deferred tax asset of approximately $499,000 and $29,800, respectively, related to net operating loss carry forwards (which begin to expire in 2033) and start-up costs. Management has determined that a full valuation allowance of the deferred tax asset is appropriate at this time. | ||||||||||||||
FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions 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. There were no unrecognized tax benefits as of June 30, 2014 and December 31, 2013. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. No amounts were accrued for the payment of interest and penalties at June 30, 2014 or December 31, 2013. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. | ||||||||||||||
The Company may be subject to potential examination by U.S. federal, U.S. states or foreign jurisdiction authorities in the areas of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with U.S. federal, U.S. state and foreign tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. | ||||||||||||||
Redeemable Common Stock [Policy Text Block] | ' | |||||||||||||
Redeemable Common Stock | ||||||||||||||
All of the shares of Common Stock sold at the Public Offering contained a redemption feature which allows for the redemption of shares of Common Stock under the Company's liquidation or tender offer/ stockholder approval provisions. In accordance with ASC 480, redemption provisions not solely within the control of the Company require the security to be classified outside of permanent equity. Ordinary liquidation events, which involve the redemption and liquidation of all of the entity's equity instruments, are excluded from the provisions of ASC 480. Although the Company does not specify a maximum redemption threshold, its amended and restated certificate of incorporation provides that a Business Combination shall not be consummated if the Company has net tangible assets less than $5,000,001 upon such consummation. | ||||||||||||||
The Company recognizes changes in redemption value immediately as they occur and will adjust the carrying value of the security to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable Common Stock shall be affected by charges against paid-in capital. | ||||||||||||||
Accordingly, at June 30, 2014, 6,199,529 (at December 31, 2013, 6,326,513) of the Public Shares are classified outside of permanent equity at their redemption value. The redemption value is equal to the pro rata share of the aggregate amount then on deposit in the Trust Account, including interest but less taxes payable and amounts released for working capital (approximately $10.55 at June 30, 2014 and December 31, 2013). | ||||||||||||||
SUMMARY_OF_SIGNIFICANT_ACCOUNT2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 6 Months Ended | |||||||||||||
Jun. 30, 2014 | ||||||||||||||
Accounting Policies [Abstract] | ' | |||||||||||||
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis [Table Text Block] | ' | |||||||||||||
The following tables present information about the Company’s assets that are measured at fair value on a recurring basis as of June 30, 2014 and December 31, 2013, and indicate the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value. In general, fair values determined by Level 1 inputs utilize quoted prices (unadjusted) in active markets for identical assets or liabilities. Fair values determined by Level 2 inputs utilize data points that are observable such as quoted prices, interest rates and yield curves. Fair values determined by Level 3 inputs are unobservable data points for the asset or liability, and include situations where there is little, if any, market activity for the asset or liability: | ||||||||||||||
Description | June 30, 2014 | Quoted Prices in | Significant Other | Significant Other | ||||||||||
Active Markets | Observable | Unobservable | ||||||||||||
(Level 1) | Inputs (Level 2) | Inputs | ||||||||||||
(Level 3) | ||||||||||||||
Assets: | ||||||||||||||
Cash equivalents held in Trust Account | $ | 72,793,195 | $ | 72,793,195 | $ | - | $ | - | ||||||
Description | December 31, | Quoted Prices in | Significant Other | Significant Other | ||||||||||
2013 | Active Markets | Observable | Unobservable | |||||||||||
(Level 1) | Inputs (Level 2) | Inputs | ||||||||||||
(Level 3) | ||||||||||||||
Assets: | ||||||||||||||
Cash equivalents held in Trust Account | $ | 72,870,878 | $ | 72,870,878 | $ | - | $ | - | ||||||
DESCRIPTION_OF_ORGANIZATION_AN1
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS (Details Textual) (USD $) | 1 Months Ended | 6 Months Ended | 12 Months Ended |
Oct. 29, 2013 | Jun. 30, 2014 | Jun. 30, 2014 | |
Description Of Organization And Business Operations [Line Items] | ' | ' | ' |
Proceeds from Issuance Initial Public Offering | $73,545,000 | $0 | $69,000,000 |
Proceeds from Issuance of Private Placement | 7,215,000 | 0 | 7,215,000 |
Amount Placed in Trust Account | ' | 72,795,000 | ' |
Public Shares Redemption Limit On Net Tangible Assets | ' | 5,000,001 | ' |
Stock Issued During Period Shares Private Placement | 721,500 | ' | ' |
Underwriter [Member] | ' | ' | ' |
Description Of Organization And Business Operations [Line Items] | ' | ' | ' |
Proceeds from Issuance Initial Public Offering | 9,495,000 | ' | ' |
Proceeds from Issuance of Private Placement | $765,000 | ' | ' |
SUMMARY_OF_SIGNIFICANT_ACCOUNT3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details) (USD $) | Jun. 30, 2014 | Dec. 31, 2013 |
Assets: | ' | ' |
Cash equivalents held in Trust Account | $72,834,336 | $72,810,956 |
Cash Equivalents [Member] | ' | ' |
Assets: | ' | ' |
Cash equivalents held in Trust Account | 72,793,195 | 72,870,878 |
Cash Equivalents [Member] | Fair Value, Inputs, Level 1 [Member] | ' | ' |
Assets: | ' | ' |
Cash equivalents held in Trust Account | 72,793,195 | 72,870,878 |
Cash Equivalents [Member] | Fair Value, Inputs, Level 2 [Member] | ' | ' |
Assets: | ' | ' |
Cash equivalents held in Trust Account | 0 | 0 |
Cash Equivalents [Member] | Fair Value, Inputs, Level 3 [Member] | ' | ' |
Assets: | ' | ' |
Cash equivalents held in Trust Account | $0 | $0 |
SUMMARY_OF_SIGNIFICANT_ACCOUNT4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Textual) (USD $) | 6 Months Ended | |
Jun. 30, 2014 | Dec. 31, 2013 | |
Summary Of Significant Accounting Policies [Line Items] | ' | ' |
Concentration Risk, Credit Risk, Financial Instrument, Maximum Exposure | $250,000 | ' |
Public Shares Redemption Limit On Net Tangible Assets | 5,000,001 | ' |
Temporary Equity, Shares Outstanding | 6,199,529 | 6,326,513 |
Temporary Equity, Redemption Price Per Share | $10.55 | $10.55 |
Deferred Tax Assets, Operating Loss Carryforwards, Total | $499,000 | $29,800 |
Incremental Common Shares Attributable to Dilutive Effect of Conversion of Debt Securities | 122,886 | ' |
PUBLIC_OFFERING_Details_Textua
PUBLIC OFFERING (Details Textual) (USD $) | 6 Months Ended | 6 Months Ended | 1 Months Ended | 6 Months Ended | ||||
Dec. 31, 2013 | Jun. 30, 2014 | Dec. 31, 2013 | Dec. 31, 2013 | Oct. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | |
IPO [Member] | Underwriter [Member] | Private Placement [Member] | Private Placement [Member] | Common Stock [Member] | Common Stock [Member] | |||
IPO [Member] | ||||||||
Subsidiary, Sale of Stock [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' |
Stock Issued During Period, Shares, New Issues | ' | ' | 6,900,000 | 900,000 | 721,500 | ' | 2,003,225 | 6,000,000 |
Common Stock, Par or Stated Value Per Share | $0.00 | $0.00 | $0.00 | ' | ' | ' | ' | ' |
Shares Issued, Price Per Share | ' | $10 | $10 | ' | $10 | $10 | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period | ' | ' | ' | '45 days | ' | ' | ' | ' |
Amount Not Placed In Trust Account | $1,082,434 | ' | ' | ' | ' | ' | ' | ' |
Business Acquisition, Percentage of Voting Interests Acquired | 80.00% | ' | ' | ' | ' | ' | ' | ' |
OVERALLOTMENT_OPTION_EXERCISED1
OVER-ALLOTMENT OPTION EXERCISED (Details Textual) (USD $) | 1 Months Ended | 6 Months Ended | 12 Months Ended | ||
Oct. 29, 2013 | Oct. 31, 2013 | Jun. 30, 2014 | Jun. 30, 2014 | Dec. 31, 2013 | |
Over Allotment Option Exercised [Line Items] | ' | ' | ' | ' | ' |
Stock Issued During Period Public Offering Shares | ' | 6,900,000 | ' | ' | ' |
Sale of Stock, Price Per Share | ' | ' | ' | ' | $0.01 |
Proceeds from Issuance Initial Public Offering | $73,545,000 | ' | $0 | $69,000,000 | ' |
IPO [Member] | ' | ' | ' | ' | ' |
Over Allotment Option Exercised [Line Items] | ' | ' | ' | ' | ' |
Shares Exercised From Over Allotment | ' | 900,000 | ' | ' | ' |
Sale of Stock, Price Per Share | ' | 10 | ' | ' | ' |
Proceeds from Issuance Initial Public Offering | ' | 69,000,000 | ' | ' | ' |
RELATED_PARTY_TRANSACTIONS_Det
RELATED PARTY TRANSACTIONS (Details Textual) (USD $) | 1 Months Ended | 6 Months Ended | 12 Months Ended | 1 Months Ended | 1 Months Ended | 6 Months Ended | ||||
Oct. 29, 2013 | Oct. 31, 2013 | Jun. 30, 2014 | Dec. 31, 2013 | Jun. 30, 2014 | Oct. 31, 2013 | Dec. 31, 2013 | Jul. 31, 2013 | Jun. 30, 2014 | 15-May-14 | |
Private Placement [Member] | Private Placement [Member] | Sponsor [Member] | Sponsor [Member] | Sponsor [Member] | ||||||
Related Party Transaction [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Due to Affiliate, Current | ' | ' | $102,603 | $80,105 | $102,603 | ' | ' | ' | ' | ' |
Notes Payable, Related Parties, Current | ' | ' | 1,263,263 | 0 | 1,263,263 | ' | ' | ' | ' | 1,263,263 |
Additional Working Capital In Advance | ' | ' | ' | ' | ' | ' | ' | ' | 1,000,000 | ' |
Stock Issued During Period, Shares, New Issues | ' | ' | ' | ' | ' | 721,500 | ' | 2,003,225 | ' | ' |
Stock Issued During Period, Shares, Issued for Overallotment | ' | ' | ' | ' | ' | 76,500 | ' | ' | ' | ' |
Stock Issued During Period, Value, New Issues | ' | ' | ' | 25,000 | ' | ' | ' | 25,000 | 263,263 | ' |
Sponsor Fees | ' | 10,000 | 1,365,866 | ' | ' | ' | ' | ' | ' | ' |
Business Combination Description OF Share Issued | ' | ' | '50% of such shares will be released from escrow six months after the closing of the Business Combination. The remaining 50% of the Sponsor’s Shares will be released from escrow one year after the closing of the Business Combination. | ' | ' | ' | ' | ' | ' | ' |
Proceeds from Issuance of Private Placement | 7,215,000 | ' | 0 | ' | 7,215,000 | 7,215,000 | ' | ' | ' | ' |
Proceeds from Issuance of Private Placement Including Overallotment | ' | ' | ' | ' | ' | $76,500 | ' | ' | ' | ' |
Debt Instrument, Maturity Date | ' | ' | 24-Jul-15 | ' | ' | ' | ' | ' | ' | ' |
Shares Issued, Price Per Share | ' | ' | $10 | ' | $10 | $10 | $10 | ' | ' | ' |
TRUST_ACCOUNT_Details_Textual
TRUST ACCOUNT (Details Textual) (USD $) | 1 Months Ended | 6 Months Ended | 12 Months Ended | |
Oct. 29, 2013 | Jun. 30, 2014 | Jun. 30, 2014 | Dec. 31, 2013 | |
Trust Account [Line Items] | ' | ' | ' | ' |
Proceeds from Issuance Initial Public Offering | $73,545,000 | $0 | $69,000,000 | ' |
Proceeds from Issuance of Private Placement | 7,215,000 | 0 | 7,215,000 | ' |
Cash Held In Trust | ' | 41,141 | 41,141 | 30,078 |
Trust Account [Member] | ' | ' | ' | ' |
Trust Account [Line Items] | ' | ' | ' | ' |
Proceeds from Issuance or Sale of Equity | ' | 72,795,000 | ' | ' |
Proceeds from Issuance Initial Public Offering | ' | 65,580,000 | ' | ' |
Proceeds from Issuance of Private Placement | ' | 7,215,000 | ' | ' |
Wells Fargo Money Market Mutual Fund [Member] | ' | ' | ' | ' |
Trust Account [Line Items] | ' | ' | ' | ' |
Investment Securities Held In Trust | ' | $72,793,195 | $72,793,195 | $72,780,878 |
COMMITMENTS_CONTINGENCIES_Deta
COMMITMENTS & CONTINGENCIES (Details Textual) | 6 Months Ended |
Jun. 30, 2014 | |
Commitments And Contingencies [Line Items] | ' |
Percentage Of Underwriting Discount | 3.00% |
Underwriter [Member] | ' |
Commitments And Contingencies [Line Items] | ' |
Deferred Fees Percentage | 2.75% |
STOCKHOLDERS_EQUITY_Details_Te
STOCKHOLDERS' EQUITY (Details Textual) (USD $) | 6 Months Ended | |
Jun. 30, 2014 | Dec. 31, 2013 | |
Stockholders Equity [Line Items] | ' | ' |
Common Stock, Shares Authorized | 100,000,000 | 100,000,000 |
Common Stock, Par or Stated Value Per Share | $0.00 | $0.00 |
Common Stock, Voting Rights | 'one vote for each share of Common Stock. | ' |