Document_and_Entity_Informatio
Document and Entity Information | 3 Months Ended | |
Mar. 31, 2014 | 14-May-14 | |
Document and Entity Information | ' | ' |
Entity Registrant Name | 'Boulevard Acquisition Corp. | ' |
Entity Central Index Key | '0001592016 | ' |
Document Type | '10-Q | ' |
Document Period End Date | 31-Mar-14 | ' |
Amendment Flag | 'false | ' |
Current Fiscal Year End Date | '--12-31 | ' |
Entity Current Reporting Status | 'Yes | ' |
Entity Filer Category | 'Non-accelerated Filer | ' |
Entity Common Stock, Shares Outstanding | ' | 27,562,500 |
Document Fiscal Year Focus | '2014 | ' |
Document Fiscal Period Focus | 'Q1 | ' |
CONDENSED_BALANCE_SHEETS
CONDENSED BALANCE SHEETS (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
Current assets: | ' | ' |
Cash | $988,637 | $25,000 |
Prepaid expenses | 152,402 | ' |
Total current assets | 1,141,039 | 25,000 |
Noncurrent assets: | ' | ' |
Deferred offering costs | ' | 118,875 |
Cash held in Trust Account | 10,500,000 | ' |
Investments held in Trust Account | 210,000,063 | ' |
Total assets | 221,641,102 | 143,875 |
Current liabilities: | ' | ' |
Accrued formation and offering costs | 3,485 | ' |
Due to related party | 15,714 | 118,875 |
Total current liabilities | 19,199 | 118,875 |
Other liabilities: | ' | ' |
Deferred underwriting compensation | 7,717,500 | ' |
Total liabilities | 7,736,699 | 118,875 |
Common stock subject to possible redemption 20,890,439 shares, at redemption value of approximately $10.00 per share | 208,904,393 | ' |
Stockholders' equity: | ' | ' |
Preferred stock, $.0001 par value; 1,000,000 shares authorized; none issued and outstanding | ' | ' |
Common stock, $.0001 par value; 400,000,000 shares authorized; 6,672,061 shares and 6,037,500 shares issued and outstanding at March 31, 2014 and December 31 ,2013, respectively (which excludes 20,890,439 shares subject to possible redemption at March 31, 2014) | 667 | 604 |
Additional paid-in capital | 4,999,343 | 24,396 |
Total stockholders' equity, net | 5,000,010 | 25,000 |
Total liabilities and stockholders' equity | $221,641,102 | $143,875 |
CONDENSED_BALANCE_SHEETS_Paren
CONDENSED BALANCE SHEETS (Parenthetical) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
CONDENSED BALANCE SHEETS | ' | ' |
Common stock subject to possible redemption, shares issued | 20,890,439 | ' |
Common stock, redemption value (in dollar per share) | $10 | ' |
Preferred stock, par value (in dollar per share) | $0.00 | $0.00 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value (in dollar per share) | $0.00 | $0.00 |
Common stock, shares authorized | 400,000,000 | 400,000,000 |
Common stock, shares issued | 6,672,061 | 6,037,500 |
Common stock, shares outstanding | 6,672,061 | 6,037,500 |
CONDENSED_STATEMENTS_OF_OPERAT
CONDENSED STATEMENTS OF OPERATIONS (USD $) | 3 Months Ended | 5 Months Ended |
Mar. 31, 2014 | Mar. 31, 2014 | |
Expenses: | ' | ' |
General and administrative expenses | $39,043 | $39,043 |
Loss from operations | -39,043 | -39,043 |
Dividend income | 63 | 63 |
Net loss attributable to common shares outstanding | ($38,980) | ($38,980) |
Weighted average number of common shares outstanding, basic and diluted (in shares) | 6,444,000 | 6,270,000 |
Net loss per common share outstanding, basic and diluted (in dollars per share) | ($0.01) | ($0.01) |
STATEMENT_OF_STOCKHOLDERS_EQUI
STATEMENT OF STOCKHOLDERS' EQUITY (USD $) | Total | Common Stock | Additional Paid-in Capital | Deficit Accumulated During Development Stage |
Balances at Oct. 23, 2013 | ' | ' | ' | ' |
Increase (Decrease) in Stockholders' Equity | ' | ' | ' | ' |
Sale of common stock to Sponsor on November 20, 2013 at approximately $.004 per share | $25,000 | $604 | $24,396 | ' |
Sale of common stock to Sponsor on November 20, 2013 at approximately $.004 per share (in shares) | ' | 6,037,500 | ' | ' |
Balances at Dec. 31, 2013 | 25,000 | 604 | 24,396 | ' |
Balances (in shares) at Dec. 31, 2013 | ' | 6,037,500 | ' | ' |
Increase (Decrease) in Stockholders' Equity | ' | ' | ' | ' |
Sale of 21,000,000 units on February 19, 2014 | 210,000,000 | 2,100 | 209,997,900 | ' |
Sale of 21,000,000 units on February 19, 2014 (in shares) | ' | 21,000,000 | ' | ' |
Sale of 5,950,000 warrants to Sponsor on February 19, 2014 | 5,950,000 | ' | 5,950,000 | ' |
Reclassification of shares subject to possible redemption, at redemption value, on February 19, 2014 | -198,816,420 | -1,988 | -198,814,432 | ' |
Reclassification of shares subject to possible redemption, at redemption value, on February 19, 2014 (in shares) | ' | -19,881,642 | ' | ' |
Sale of 1,050,000 units on March 13, 2014, pursuant to the underwriters' partial exercise of their over-allotment option | 10,500,000 | 105 | 10,499,895 | ' |
Sale of 1,050,000 units on March 13, 2014, pursuant to the underwriters' partial exercise of their over-allotment option (in shares) | ' | 1,050,000 | ' | ' |
Sale of 210,000 warrants to Sponsor on March 13, 2014, pursuant to the underwriters' partial exercise of their over-allotment option | 210,000 | ' | 210,000 | ' |
Forfeiture of sponsor and independent directors shares on March 13, 2014, due to the underwriters' partial exercise of their over-allotment option | ' | -53 | 53 | ' |
Forfeiture of sponsor and independent directors shares on March 13, 2014, due to the underwriters' partial exercise of their over-allotment option | ' | -525,000 | ' | ' |
Reclassification of shares subject to possible redemption, at redemption value, on March 13, 2014 | -10,126,953 | -101 | -10,126,852 | ' |
Reclassification of shares subject to possible redemption, at redemption value, on March 13, 2014 (in shares) | ' | -1,012,695 | ' | ' |
Underwriters' discount and offering expenses | -12,741,617 | ' | -12,741,617 | ' |
Change in proceeds subject to possible redemption | 38,980 | ' | ' | 38,980 |
Change in proceeds subject to possible redemption (in shares) | ' | 3,898 | ' | ' |
Net income/(loss) attributable to common stockholders | -38,980 | ' | ' | -38,980 |
Balances at Mar. 31, 2014 | $5,000,010 | $667 | $4,999,343 | ' |
Balances (in shares) at Mar. 31, 2014 | ' | 6,672,061 | ' | ' |
STATEMENT_OF_STOCKHOLDERS_EQUI1
STATEMENT OF STOCKHOLDERS' EQUITY (Parenthetical) (USD $) | 3 Months Ended | |
Mar. 31, 2014 | Nov. 20, 2013 | |
STATEMENT OF STOCKHOLDERS' EQUITY | ' | ' |
Sale of common stock to Sponsor, issue price (in dollars per share) | ' | $0.00 |
Sale of units | 21,000,000 | ' |
Sale of warrants to Sponsor | 5,950,000 | ' |
Sale of units pursuant to the underwriters' partial exercise of their over-allotment option | 1,050,000 | ' |
Sale of warrants to Sponsor pursuant to the underwriters' partial exercise of their over-allotment option | 210,000 | ' |
CONDENSED_STATEMENT_OF_CASH_FL
CONDENSED STATEMENT OF CASH FLOWS (USD $) | 3 Months Ended | 5 Months Ended |
Mar. 31, 2014 | Mar. 31, 2014 | |
Cash flows from operating activities | ' | ' |
Net loss | ($38,980) | ($38,980) |
Increase (decrease) in cash attributable to changes in assets and liabilities | ' | ' |
Prepaid expense | -152,402 | -152,402 |
Due to related party | 15,714 | 15,714 |
Net cash used in operating activities | -175,668 | -175,668 |
Cash flows from investing activities | ' | ' |
Cash and investments held in Trust Account | -220,500,063 | -220,500,063 |
Net cash used in investing activities | -220,500,063 | -220,500,063 |
Cash flows from financing activities | ' | ' |
Proceeds from issuance of common stock to initial stockholder | ' | 25,000 |
Payment of offering costs | -5,020,632 | -5,020,632 |
Proceeds from the sale of warrants to Sponsor | 6,160,000 | 6,160,000 |
Proceeds from Public Offering | 210,000,000 | 210,000,000 |
Proceeds from the underwriter's partial exercise of their over-allotment option | 10,500,000 | 10,500,000 |
Net cash provided by financing activities | 221,639,368 | 221,664,368 |
Net increase in cash | 963,637 | 988,637 |
Cash, beginning of period | 25,000 | ' |
Cash, end of period | 988,637 | 988,637 |
Supplemental schedule of non-cash financing activities: | ' | ' |
Deferred underwriting fees | $7,717,500 | $7,717,500 |
Organization_and_Business_Oper
Organization and Business Operations | 3 Months Ended |
Mar. 31, 2014 | |
Organization and Business Operations | ' |
Organization and Business Operations | ' |
1. Organization and Business Operations | |
Incorporation | |
Boulevard Acquisition Corp. (the “Company”), a corporation in the development stage, was incorporated in Delaware on October 24, 2013. | |
Sponsor | |
The Company’s sponsor is Boulevard Acquisition Sponsor, LLC, a Delaware limited liability company (the “Sponsor”). | |
Fiscal Year End | |
The Company selected December 31th as its fiscal year end. | |
Business Purpose | |
The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or other similar business combination with one or more operating businesses that it has not yet identified (the “Initial 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 Standard Codification (“ASC”) 915, “Development Stage Entities,” and is subject to the risks associated with activities of development stage companies. | |
The Company’s management has broad discretion with respect to the Initial Business Combination. However, there is no assurance that the Company will be able to successfully affect a business combination. | |
Financing | |
The registration statement for the Company’s initial public offering (the “Public Offering”) (as described in Note 3) was declared effective by the United States Securities and Exchange Commission (“SEC”) on February 12, 2014. | |
On February 19, 2014, the Company consummated the Public Offering and a simultaneous private placement of warrants (Note 4) generating aggregate gross proceeds of approximately $216 million. On March 13, 2014, the underwriters for the Public Offering purchased additional units pursuant to the partial exercise of their over-allotment option and the Sponsor purchased additional private placement warrants generating aggregate additional gross proceeds of approximately $10.7 million. As of March 31, 2014, $220,500,000 is held in a trust account with Continental Stock Transfer & Trust Company acting as trustee (the “Trust Account”). | |
Business Combination | |
The Company, after signing a definitive agreement for the Initial Business Combination, will either (i) seek stockholder approval of the Initial Business Combination at a meeting called for such purpose in connection with which stockholders may seek to redeem their shares, regardless of whether they vote for or against the Initial Business Combination, for cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of the Initial Business Combination, including interest earned on the funds held in the trust account and not previously released to the Company for its working capital requirements or to pay the Company’s franchise and income taxes, less franchise and income taxes payable, or (ii) provide stockholders with the opportunity to sell their shares to the Company by means of a tender offer (and thereby avoid the need for a stockholder vote) for an amount in cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account as of two business days prior to commencement of the tender offer, including interest earned on the funds held in the trust account and not previously released to the Company for its working capital requirements or to pay the Company’s franchise and income taxes, less franchise and income taxes payable. The decision as to whether the Company will seek stockholder approval of the Initial Business Combination or will allow stockholders to sell their shares in a tender offer will be made by the Company, solely in its discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would otherwise require the Company to seek stockholder approval. If the Company seeks stockholder approval, it will complete its Initial Business Combination only if a majority of the outstanding shares of common stock voted are voted in favor of the Initial Business Combination. However, in no event will the Company redeem the shares of common stock included in the units sold in the Public Offering (the “Public Shares”) in an amount that would cause its net tangible assets to be less than $5,000,001. In such case, the Company would not proceed with the redemption of the Public Shares and the related Initial Business Combination, and instead may search for an alternate Initial Business Combination. | |
If the Company holds a stockholder vote in connection with the Initial Business Combination, a public stockholder will have the right to redeem its shares for an amount in cash equal to their pro rata share of the aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of the Initial Business Combination, including interest earned on the funds held in the trust account and not previously released to the Company for its working capital requirements or to pay the Company’s franchise and income taxes, less franchise and income taxes payable. As a result, such shares of common stock are recorded at redemption amount and classified as temporary equity, in accordance with FASB, ASC 480, “Distinguishing Liabilities from Equity.” | |
The Company will only have 21 months from the closing of the Public Offering to complete its Initial Business Combination (or 24 months, as applicable). If the Company does not complete its Initial Business Combination within this period of time, it shall (i) cease all operations except for the purposes of winding up; (ii) as promptly as reasonably possible, but not more than ten business days thereafter, redeem the public shares of common stock for a per-share pro rata portion of the Trust Account, including interest earned on the funds held in the trust account and not previously released to the Company for its working capital requirements or to pay the Company’s franchise and income taxes (less up to $100,000 of interest to pay dissolution expenses), less franchise and income taxes payable, and (iii) as promptly as possible following such redemption, dissolve and liquidate the balance of the Company’s net assets to its remaining stockholders, as part of its plan of dissolution and liquidation. The initial stockholders have entered into letter agreements with the Company, pursuant to which they have waived their rights to participate in any redemption with respect to their initial shares; however, if the initial stockholders or any of the Company’s officers, directors or affiliates acquire shares of common stock in or after the Public Offering, they will be entitled to a pro rata share of the Trust Account upon the Company’s redemption or liquidation in the event the Company does not complete the Initial Business Combination within the required time period. | |
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 unit in the Public Offering. | |
Emerging Growth Company | |
Section 102(b)(1) of the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”) permits emerging growth companies to delay complying with new or revised financial accounting standards that do not yet apply to private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act). The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accountant standards used. |
Significant_Accounting_Policie
Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2014 | |
Significant Accounting Policies | ' |
Significant Accounting Policies | ' |
2. Significant Accounting Policies | |
Basis of Presentation | |
The accompanying financial statements of the Company are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (GAAP) and pursuant to the rules and regulations of the SEC, and reflect all adjustments, consisting only of normal recurring adjustments, which are, in the opinion of management, necessary for a fair presentation of the financial position as of March 31, 2014 and December 31, 2013 and the results of operations for the three months ended March 31, 2014 and for the period from October 24, 2013 (inception) to March 31, 2014. Certain information and disclosures normally included in financial statements prepared in accordance with GAAP have been omitted pursuant to such rules and regulations. These unaudited condensed interim financial statements should be read in conjunction with the audited financial statements and notes thereto contained in the Company’s Annual Report on Form 10-K for the period ended December 31, 2013. The results of operations for the periods ended March 31, 2014 are not necessarily indicative of the results of operations to be expected for a full fiscal year. | |
The condensed balance sheet at December 31, 2013 was derived from the Company’s audited financial statements but does not include all disclosures required by GAAP. | |
Development Stage Company | |
The Company complies with the reporting requirements of FASB ASC 915, “Development Stage Entities.” At March 31, 2014, the Company has not commenced any operations nor generated revenue to date. All activity through March 31, 2014 relates to the Company’s formation and the Public Offering. The Company will not generate any operating revenues until after completion of the Initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income on the designated Trust Account after the Public Offering. | |
Net Income/(Loss) Per Common Share | |
Net income/(loss) per common share is computed by dividing net income/(loss) applicable to common stockholders by the weighted average number of common shares outstanding during the period, plus to the extent dilutive the incremental number of shares of common stock to settle warrants, as calculated using the treasury stock method. Since the Company is reflecting a loss for all periods presented, the effect of dilutive securities would be anti-dilutive; hence, diluted income/(loss) per common share is the same as basic income/(loss) per common share for the periods. | |
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 fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the accompanying balance sheets. | |
Use of Estimates | |
The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. | |
Offering Costs | |
The Company complies with the requirements of the FASB ASC 340-10-S99-1. At December 31, 2013, deferred offering costs consist principally of legal and accounting fees incurred through the balance sheet date that are related to the Public Offering and that have been charged to capital upon the receipt of the capital raised. | |
Redeemable Common Stock | |
As discussed in Note 1, all of the Public Shares contain a redemption feature which allows for the redemption of shares of common stock in connection with the liquidation of the Company, a tender offer or stockholder approval of the Initial Business Combination. In accordance with FASB 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 FASB ASC 480. Although the Company did not specify a maximum redemption threshold, its amended and restated certificate of incorporation provides that in no event will it redeem its Public Shares in an amount that would cause its net tangible assets (stockholders’ equity) to be less than $5,000,001. | |
The Company will recognize 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 retained earnings. | |
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 March 31, 2014, the Company has a deferred tax asset of approximately $13,000 related to net loss carry forwards (which begin to expire in 2034) 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. 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 March 31, 2014. 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 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. | |
Stock Dividends | |
On February 11, 2014 and February 12, 2014, in connection with the two increases in the size of the Public Offering, the Company effected stock dividends of approximately 0.167 shares and 0.2 shares, respectively, for each outstanding share of common stock, resulting in the Company’s initial stockholders holding an aggregate of 6,037,500 shares of the Company’s common stock. All transactions and disclosures in the financial statements, related to the Company’s common stock, have been adjusted to reflect the effect of the stock dividends. | |
Recent Accounting Pronouncements | |
Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements. | |
Restricted Cash Equivalents Held in the Trust Account | |
The amounts held in the Trust Account represent substantially all of the proceeds from the Public Offering and the simultaneous private placement and are classified as restricted assets since such amounts can only be used by the Company in connection with the consummation of an initial Business Combination. The funds held in the Trust Account are primarily invested in money market accounts which invest in United States Treasury securities. |
Public_Offering
Public Offering | 3 Months Ended |
Mar. 31, 2014 | |
Public Offering | ' |
Public Offering | ' |
3. Public Offering | |
On February 19, 2014, the Company sold 21,000,000 units at a price of $10.00 per unit (the “Units”) in the Public Offering. Each Unit consists of one share of the Company’s common stock, $0.0001 par value per share, and one-half of one warrant (“Warrant”). Each whole Warrant entitles the holder thereof to purchase one share of the Company’s common stock at a price of $11.50 per share. | |
Under the terms of the warrant agreement, dated February 12, 2014, the Company has agreed to use its best efforts to file a new registration statement under the Securities Act of 1933, as amended (the “Securities Act”), following the completion of the Initial Business Combination. Each Warrant will become exercisable on the later of 30 days after the completion of the Initial Business Combination or 12 months from the closing of the Public Offering. However, if the Company does not complete the Initial Business Combination on or prior to the 21-month (or 24-month) period allotted to complete a business combination, the Warrants will expire at the end of such period. If the Company is unable to deliver registered shares of common stock to the holder upon exercise of Warrants issued in connection with the Units during the exercise period, there will be no net cash settlement of these Warrants and the Warrants will expire worthless, unless they may be exercised on a cashless basis in the circumstances described in the warrant agreement. | |
On March 13, 2014, the underwriters for the Public Offering purchased an additional 1,050,000 Units (the “Additional Units”) pursuant to their partial exercise of their over-allotment option. Each Additional Unit consists of one share of the Company’s common stock and one-half of one Warrant entitling the holder to purchase one share of the Company’s common stock at a price of $11.50. The Additional Units were sold at an offering price of $10.00 per Additional Unit, generating gross proceeds to the Company of $10,500,000. Simultaneously with the consummation of the sale of the Additional Units, the Company consummated the private sale of an additional 210,000 warrants (the “Additional Private Placement Warrants”), each exercisable to purchase one share of common stock for a price of $11.50 per share, to the Sponsor, at a price of $1.00 per Additional Private Placement Warrant, generating gross proceeds of $210,000. | |
On March 13, 2014, the Sponsor and the Company’s independent directors forfeited 525,000 Founder Shares in connection with the purchase by the underwriters of 1,050,000 Additional Units pursuant to the partial exercise of their over-allotment option. The Founder Shares and Private Placement Warrants will be worthless if the Company does not complete a business combination. In addition, 1,378,125 founder earnout shares will be subject to forfeiture by the initial stockholders (or their permitted transferees) on the fifth anniversary of the Initial Business Combination unless at any time after the Initial Business Combination and prior to the fifth anniversary of the Initial Business Combination the last sale price of the common stock equals or exceeds $13.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period or the company completes a liquidation, merger, stock exchange or other similar transaction that results in all of its stockholders having the right to exchange their shares of common stock for consideration in cash, securities or other property which equals or exceeds $13.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like). | |
In connection with the Public Offering and the underwriters’ partial exercise of their over-allotment option, the Company paid an underwriting discount of 2% of the Unit offering price ($4,410,000 in aggregate). The Company will pay a deferred underwriting discount of 3.5% of the gross offering proceeds ($7,717,500 in aggregate) payable upon the completion of the Company’s Initial Business Combination. The deferred underwriting discount will become payable to the underwriters from the amounts held in the trust account solely in the event the Company completes the Initial Business Combination. |
Related_Party_Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2014 | |
Related Party Transactions | ' |
Related Party Transactions | ' |
4. Related Party Transactions | |
Founder Shares | |
In November 2013, the Sponsor purchased 6,037,500 shares (retroactively adjusted to reflect the effect of stock dividends — see Note 2) of the Company’s common stock (the “Founder Shares”) for $25,000, or approximately $.004 per share (retroactively adjusted to reflect the effect of stock dividends — see Note 2). In January 2014, the Sponsor assigned an aggregate of 60,375 Founder Shares (retroactively adjusted to reflect the effect of stock dividends — see Note 2) to the independent director nominees at their original purchase price. | |
The Founder Shares are identical to the common stock included in the Units sold in the Public Offering except that the Founder Shares are subject to certain transfer restrictions, as described in more detail below. | |
25% of the Founder Shares, representing 5% of the Company’s issued and outstanding shares after the Public Offering (including any exercise of the underwriters’ over-allotment option) are subject to forfeiture by the Sponsor under certain conditions described in the final prospectus. | |
The Founder Shares have been placed into an escrow account maintained in New York, New York by Continental Stock Transfer & Trust Company, acting as escrow agent. Subject to certain limited exceptions discussed in the final prospectus, the Founder Shares may not be transferred, assigned, sold or released from escrow until one year after the date of the consummation of the Initial Business Combination or earlier if, subsequent to the Initial Business Combination, (i) the last sale price of the Company’s common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Initial Business Combination or (ii) the Company consummates a subsequent liquidation, merger, stock exchange or other similar transaction which results in all of the Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property. | |
Rights - The Founder Shares are identical to the Public Shares except that (i) the Founder Shares are subject to certain transfer restrictions, as described above, and (ii) the initial stockholders have agreed to waive their redemption rights in connection with the Initial Business Combination with respect to the Founder Shares and to waive their redemption rights with respect to the Founder Shares if the Company fails to complete the Initial Business Combination within 21 months (or 24 months, as applicable) from the closing of the Public Offering. | |
Voting- If the Company seeks stockholder approval of the Initial Business Combination, the initial stockholders have agreed to vote their Founder Shares and any shares of common stock purchased during or after the Public Offering in favor of the Initial Business Combination. | |
Redemption - Although the initial stockholders and their permitted transferees will waive their redemption rights with respect to the Founder Shares if the Company fails to complete the Initial Business Combination within the prescribed time frame, they will be entitled to redemption rights with respect to any of the Company’s common stock they may own. | |
Private Placement Warrants | |
On February 19, 2014, the Sponsor purchased from the Company an aggregate of 5,950,000 Warrants at a price of $1.00 per Warrant (a purchase price of $5.95 million), in a private placement that occurred simultaneously with the completion of the Public Offering (the “Private Placement Warrants”). On March 13, 2014, the Sponsor purchased from the Company an additional 210,000 Private Placement Warrants at a price of $1.00 per Warrant (a purchase price of $210,000) in a private placement that occurred simultaneously with the underwriters’ partial exercise of their over-allotment option. Each Private Placement Warrant entitles the holder to purchase one share of the Company’s common stock at $11.50 per share. The purchase price of the Private Placement Warrants was added to the proceeds from the offering to be held in the trust account pending completion of the Initial Business Combination. | |
The Private Placement Warrants (including the common stock issuable upon exercise of the Private Placement Warrants) will not be transferable, assignable or salable until 30 days after the completion of the Initial Business Combination and they will be non-redeemable so long as they are held by the initial purchasers of the Private Placement Warrants or their permitted transferees. If the Private Placement Warrants are held by someone other than the initial purchasers of the Private Placement Warrants or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Warrants included in the Units sold in the offering. Otherwise, the Private Placement Warrants have terms and provisions that are identical to those of the Warrants sold as part of the Units in the Public Offering and have no net cash settlement provisions. | |
If the Company does not complete a business combination, then the proceeds will be part of the liquidating distribution to the public stockholders and the Private Placement Warrants issued to the Sponsor will expire worthless. | |
Registration Rights | |
The holders of the Founder Shares and Private Placement Warrants hold registration rights to require the Company to register the sale of certain securities held by them pursuant to a registration rights agreement. The holders of these securities are entitled to make up to three demands, excluding short form demands, that the Company registers such securities for sale under the Securities Act. In addition, these stockholders have “piggy-back” registration rights to include their securities in other registration statements filed by the Company. The Company will bear the costs and expenses of filing any such registration statements. | |
Administrative Services Agreement | |
Commencing on February 13, 2014, the date the Company’s securities were initially listed for trading on the NASDAQ Capital Market, the Company has agreed to pay $10,000 per month to Avenue Capital Management II, L.P, an affiliate of the Sponsor, for office space, utilities, secretarial support and administrative services. Upon consummation of the Company’s Initial Business Combination or its liquidation, the Company will cease paying these monthly fees. For the three months ended March 31, 2014 and for the period from October 24, 2013 (inception) to March 31, 2014, the Company recognized $15,714 of expense pursuant to the administrative services agreement. At March 31, 2014, the $15,714 is included in due to related party on the accompanying condensed balance sheet. | |
Due to Related Party | |
At December 31, 2013, due to related party represents amounts payable to an affiliate for certain offering expenses paid on behalf of the Company. At March 31, 2014, due to related party represents amounts payable pursuant to the administrative services agreement. |
Investments_Held_in_Trust_Acco
Investments Held in Trust Account | 3 Months Ended |
Mar. 31, 2014 | |
Investments Held in Trust Account | ' |
Investments Held in Trust Account | ' |
5. Investments Held in Trust Account | |
Upon the closing of the Public Offering, the simultaneous private placement of the Sponsor warrants and the underwriters’ partial exercise of their over-allotment option, a total of $220,500,000 was placed in the Trust Account. As of March 31, 2014, investment securities in the Company’s Trust Account consisted of $210,000,063 in shares in money market accounts invested in United States Treasury securities with a maturity of 180 days or less. In addition, the Trust Account included $10,500,000 of cash pending investment as of March 31, 2014. |
Fair_Value_Measurements
Fair Value Measurements | 3 Months Ended | |||||||||||||
Mar. 31, 2014 | ||||||||||||||
Fair Value Measurements | ' | |||||||||||||
Fair Value Measurements | ' | |||||||||||||
6. Fair Value Measurements | ||||||||||||||
The Company has adopted FASB ASC 820 for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually. The adoption of FASB ASC 820 did not have an impact on the Company’s financial position or results of operations. | ||||||||||||||
The following tables present information about the Company’s assets that are measured at fair value on a recurring basis as of March 31, 2014 and indicates 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, and includes situations where there is little, if any, market activity for the asset: | ||||||||||||||
Description | March 31, 2014 | Quoted | Significant | Significant | ||||||||||
(unaudited) | Prices in | Other | Other | |||||||||||
Active Markets | Observable Inputs | Unobservable Inputs | ||||||||||||
(Level 1) | (Level 2) | (Level 3) | ||||||||||||
Assets: | ||||||||||||||
Money market securities | $ | 210,000,063 | $ | 210,000,063 | $ | — | $ | — | ||||||
Equity
Equity | 3 Months Ended |
Mar. 31, 2014 | |
Equity | ' |
Equity | ' |
7. Equity | |
Common Stock — The authorized common stock of the Company includes up to 400,000,000 shares. Holders of the Company’s common stock are entitled to one vote for each share of common stock. At March 31, 2014, there were 6,672,061 shares of common stock issued and outstanding, excluding 20,890,439 shares subject to possible redemption. | |
Preferred Stock — The authorized preferred stock of the Company includes up to 1,000,000 shares. At March 31, 2014, there were no shares of preferred stock issued and outstanding. |
Subsequent_Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2014 | |
Subsequent Events | ' |
Subsequent Events | ' |
8. Subsequent Events | |
Commencing on April 7, 2014, the Units were eligible to trade separately. | |
Management has performed an evaluation of subsequent events through May 15, 2014, the date of filing of this report on Form 10-Q with the Securities and Exchange Commission, noting no items which require adjustment or disclosure. |
Significant_Accounting_Policie1
Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2014 | |
Significant Accounting Policies | ' |
Basis of Presentation | ' |
Basis of Presentation | |
The accompanying financial statements of the Company are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (GAAP) and pursuant to the rules and regulations of the SEC, and reflect all adjustments, consisting only of normal recurring adjustments, which are, in the opinion of management, necessary for a fair presentation of the financial position as of March 31, 2014 and December 31, 2013 and the results of operations for the three months ended March 31, 2014 and for the period from October 24, 2013 (inception) to March 31, 2014. Certain information and disclosures normally included in financial statements prepared in accordance with GAAP have been omitted pursuant to such rules and regulations. These unaudited condensed interim financial statements should be read in conjunction with the audited financial statements and notes thereto contained in the Company’s Annual Report on Form 10-K for the period ended December 31, 2013. The results of operations for the periods ended March 31, 2014 are not necessarily indicative of the results of operations to be expected for a full fiscal year. | |
The condensed balance sheet at December 31, 2013 was derived from the Company’s audited financial statements but does not include all disclosures required by GAAP. | |
Development Stage Company | ' |
Development Stage Company | |
The Company complies with the reporting requirements of FASB ASC 915, “Development Stage Entities.” At March 31, 2014, the Company has not commenced any operations nor generated revenue to date. All activity through March 31, 2014 relates to the Company’s formation and the Public Offering. The Company will not generate any operating revenues until after completion of the Initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income on the designated Trust Account after the Public Offering. | |
Net Income/(Loss) Per Common Share | ' |
Net Income/(Loss) Per Common Share | |
Net income/(loss) per common share is computed by dividing net income/(loss) applicable to common stockholders by the weighted average number of common shares outstanding during the period, plus to the extent dilutive the incremental number of shares of common stock to settle warrants, as calculated using the treasury stock method. Since the Company is reflecting a loss for all periods presented, the effect of dilutive securities would be anti-dilutive; hence, diluted income/(loss) per common share is the same as basic income/(loss) per common share for the periods. | |
Concentration of Credit Risk | ' |
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 | ' |
Fair Value of Financial Instruments | |
The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the accompanying balance sheets. | |
Use of Estimates | ' |
Use of Estimates | |
The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. | |
Offering Costs | ' |
Offering Costs | |
The Company complies with the requirements of the FASB ASC 340-10-S99-1. At December 31, 2013, deferred offering costs consist principally of legal and accounting fees incurred through the balance sheet date that are related to the Public Offering and that have been charged to capital upon the receipt of the capital raised. | |
Redeemable Common Stock | ' |
Redeemable Common Stock | |
As discussed in Note 1, all of the Public Shares contain a redemption feature which allows for the redemption of shares of common stock in connection with the liquidation of the Company, a tender offer or stockholder approval of the Initial Business Combination. In accordance with FASB 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 FASB ASC 480. Although the Company did not specify a maximum redemption threshold, its amended and restated certificate of incorporation provides that in no event will it redeem its Public Shares in an amount that would cause its net tangible assets (stockholders’ equity) to be less than $5,000,001. | |
The Company will recognize 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 retained earnings. | |
Income Taxes | ' |
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 March 31, 2014, the Company has a deferred tax asset of approximately $13,000 related to net loss carry forwards (which begin to expire in 2034) 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. 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 March 31, 2014. 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 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. | |
Stock Dividends | ' |
Stock Dividends | |
On February 11, 2014 and February 12, 2014, in connection with the two increases in the size of the Public Offering, the Company effected stock dividends of approximately 0.167 shares and 0.2 shares, respectively, for each outstanding share of common stock, resulting in the Company’s initial stockholders holding an aggregate of 6,037,500 shares of the Company’s common stock. All transactions and disclosures in the financial statements, related to the Company’s common stock, have been adjusted to reflect the effect of the stock dividends. | |
Recent Accounting Pronouncements | ' |
Recent Accounting Pronouncements | |
Management does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s financial statements. | |
Restricted Cash Equivalents Held in the Trust Account | ' |
Restricted Cash Equivalents Held in the Trust Account | |
The amounts held in the Trust Account represent substantially all of the proceeds from the Public Offering and the simultaneous private placement and are classified as restricted assets since such amounts can only be used by the Company in connection with the consummation of an initial Business Combination. The funds held in the Trust Account are primarily invested in money market accounts which invest in United States Treasury securities. |
Fair_Value_Measurements_Tables
Fair Value Measurements (Tables) | 3 Months Ended | |||||||||||||
Mar. 31, 2014 | ||||||||||||||
Fair Value Measurements | ' | |||||||||||||
Schedule of assets that are measured at fair value on a recurring basis and fair value hierarchy of valuation techniques utilized to determine such fair value | ' | |||||||||||||
Description | March 31, 2014 | Quoted | Significant | Significant | ||||||||||
(unaudited) | Prices in | Other | Other | |||||||||||
Active Markets | Observable Inputs | Unobservable Inputs | ||||||||||||
(Level 1) | (Level 2) | (Level 3) | ||||||||||||
Assets: | ||||||||||||||
Money market securities | $ | 210,000,063 | $ | 210,000,063 | $ | — | $ | — | ||||||
Organization_and_Business_Oper1
Organization and Business Operations (Details) (USD $) | 0 Months Ended | 3 Months Ended | |
Mar. 13, 2014 | Feb. 19, 2014 | Mar. 31, 2014 | |
Organization and Business Operations | ' | ' | ' |
Aggregate gross proceeds from public offering and private placement of warrants | ' | $216,000,000 | ' |
Additional gross proceeds from underwriter's partial exercise of over-allotment option and purchase of additional warrants in private placement by sponsor | 10,700,000 | ' | ' |
Amount placed in trust account with Continental Stock Transfer & Trust Company acting as trustee (the "Trust Account") | ' | ' | 220,500,000 |
Number of business days prior to consummation of initial business combination that balance in trust account may be used to redeem shares of stockholders | ' | ' | '2 days |
Number of business days prior to commencement of tender offer that balance in trust account may be used to redeem shares of stockholders | ' | ' | '2 days |
Minimum net tangible assets required to be maintained to redeem the shares of common stock included in units sold in public offering | ' | ' | 5,000,001 |
Period from closing of public offering initial business combination required to be complete | ' | ' | '21 months |
Alternative period, as applicable, from closing of public offering initial business combination required to be complete | ' | ' | '24 months |
Maximum number of business days from the required period that the entity is allowed to complete business combinations that the entity must redeem public shares of common stock if business combination is not complete | ' | ' | '10 days |
Maximum amount interest earned on funds held in the trust account required to keep in trust account to pay dissolution expenses | ' | ' | $100,000 |
Significant_Accounting_Policie2
Significant Accounting Policies (Details) (USD $) | 0 Months Ended | |||
Feb. 11, 2014 | Feb. 12, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | |
item | ||||
Redeemable Common Stock | ' | ' | ' | ' |
Threshold limit of net tangible assets (stockholders' equity) used to determine maximum redemption of common stock | ' | ' | $5,000,001 | ' |
Income Taxes | ' | ' | ' | ' |
Deferred tax assets related to net loss carryforward and start-up costs before allocation of valuation allowance | ' | ' | 13,000 | ' |
Amount of interest and penalties accrued | ' | ' | $0 | ' |
Stock Dividends | ' | ' | ' | ' |
Number of increases in the size of the Public Offering | ' | 2 | ' | ' |
Common stock dividend per share | 0.167 | 0.2 | ' | ' |
Number of shares outstanding | ' | 6,037,500 | 6,672,061 | 6,037,500 |
Public_Offering_Details
Public Offering Details (USD $) | 0 Months Ended | 1 Months Ended | 3 Months Ended | 5 Months Ended | 0 Months Ended | 0 Months Ended | |||||||
Feb. 12, 2014 | Mar. 13, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | Feb. 19, 2014 | Dec. 31, 2013 | Mar. 13, 2014 | Feb. 19, 2014 | Feb. 19, 2014 | Feb. 19, 2014 | Mar. 13, 2014 | Mar. 13, 2014 | Mar. 13, 2014 | |
Sponsor and the Company's independent directors | Public Offering | Public Offering | Public Offering | Exercise of underwriter's over-allotment option | Exercise of underwriter's over-allotment option | Exercise of underwriter's over-allotment option | |||||||
item | Sponsor | Sponsor and the Company's independent directors | Units | Sponsor | Sponsor and the Company's independent directors | Units | |||||||
Public offering | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Sale of units | ' | ' | 21,000,000 | ' | ' | ' | ' | ' | ' | 21,000,000 | ' | ' | ' |
Price of units issued in public offering (in dollars per share) | ' | ' | ' | ' | ' | ' | ' | $1 | ' | $10 | $1 | ' | $10 |
Number of shares of common stock included in each unit | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1 | ' | ' | 1 |
Par value of common stock (in dollars per share) | ' | ' | $0.00 | $0.00 | ' | $0.00 | ' | ' | ' | $0.00 | ' | ' | ' |
Number of warrants for each unit issued | ' | ' | ' | ' | ' | ' | ' | ' | ' | 0.5 | ' | ' | 0.5 |
Number of shares called by each warrant | ' | ' | ' | ' | ' | ' | ' | 1 | 1 | 1 | 1 | 1 | 1 |
Exercise price (in dollars per share) | ' | ' | ' | ' | ' | ' | ' | $11.50 | $11.50 | $11.50 | $11.50 | $11.50 | $11.50 |
Period after the completion of the Initial Business Combination for exercise of warrants | '30 days | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Period from closing of Public Offering for exercise of warrants | '12 months | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Period from closing of public offering that warrants will expire if initial business combination not completed | '21 months | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Alternative period, as applicable, from closing of public offering that warrants will expire if initial business combination not completed | '24 months | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Additional units purchased by the underwriters in partial exercise of their over-allotment option (in units) | ' | ' | 1,050,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,050,000 |
Proceeds from sale of additional units | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $10,500,000 |
Additional private placement warrants issued | ' | ' | 210,000 | ' | ' | ' | ' | ' | ' | ' | 210,000 | ' | ' |
Gross proceeds from issuance of additional private placement warrants | ' | ' | 6,160,000 | 6,160,000 | ' | ' | ' | 5,950,000 | ' | ' | 210,000 | ' | ' |
Founder Shares forfeited | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 525,000 | ' |
Earnout shares subject to forfeiture on the fifth anniversary of initial business combination if threshold sales price of stock is met | ' | ' | ' | ' | ' | ' | 1,378,125 | ' | ' | ' | ' | ' | ' |
Threshold sale price as a condition for forfeiture of shares (in dollars per share) | ' | ' | ' | ' | ' | ' | $13 | ' | ' | ' | ' | ' | ' |
Trading period within which last sale price of the common stock equals or exceeds threshold share price that would result in forfeiture of shares | ' | ' | ' | ' | ' | ' | 20 | ' | ' | ' | ' | ' | ' |
Consecutive trading period within which last sale price of the common stock equals or exceeds threshold share price that would result in forfeiture of shares | ' | ' | ' | ' | ' | ' | '30 days | ' | ' | ' | ' | ' | ' |
Underwriting discount paid (as a percent) | ' | 2.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Underwriting discount paid | ' | 4,410,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Deferred underwriting discount payable (as a percent) | ' | ' | ' | ' | 3.50% | ' | ' | ' | ' | ' | ' | ' | ' |
Deferred underwriting discount payable | ' | ' | $7,717,500 | $7,717,500 | $7,717,500 | ' | ' | ' | ' | ' | ' | ' | ' |
Related_Party_Transactions_Det
Related Party Transactions (Details) (USD $) | 3 Months Ended | 5 Months Ended | 3 Months Ended | 1 Months Ended | 0 Months Ended | 3 Months Ended | 5 Months Ended | |||||
Mar. 31, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Nov. 20, 2013 | Mar. 31, 2014 | Jan. 31, 2014 | Nov. 30, 2013 | Feb. 19, 2014 | Mar. 13, 2014 | Feb. 13, 2014 | Mar. 31, 2014 | Mar. 31, 2014 | |
D | item | Minimum | Sponsor | Sponsor | Sponsor | Sponsor | Avenue Capital Management II, L.P | Avenue Capital Management II, L.P | Avenue Capital Management II, L.P | |||
item | Public Offering | Exercise of underwriter's over-allotment option | ||||||||||
Related party transactions | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Founder Shares purchased | ' | ' | ' | ' | ' | ' | 6,037,500 | ' | ' | ' | ' | ' |
Value of Founder Shares purchased | ' | ' | ' | ' | ' | ' | $25,000 | ' | ' | ' | ' | ' |
Value of Founder Shares purchased (in dollars per share) | ' | ' | ' | $0.00 | ' | ' | $0.00 | ' | ' | ' | ' | ' |
Founder Shares purchased assigned to independent directors nominees | ' | ' | ' | ' | ' | 60,375 | ' | ' | ' | ' | ' | ' |
Percentage of founder shares subject to forfeiture | 25.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Percentage of stock issued and outstanding subject to forfeiture | 5.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Period after the consummation of initial business combination that founder share activity is restricted, subject to certain conditions | '1 year | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Sale price of common stock on which period to transfer, assign, sale or release founder shares from escrow account is based | ' | ' | ' | ' | $12 | ' | ' | ' | ' | ' | ' | ' |
Number of days within 30 consecutive trading days in which closing sale price of the entity's common stock must exceed stated price of common stock in order to transfer, assign, sale or release founder shares from escrow account | 20 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of consecutive trading days during which closing price of the entity's common stock must exceed stated price in order to transfer, assign, sale or release founder shares from escrow account | '30 days | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Minimum period after initial business combination that founder shares can be transferred, assigned, sold or released from escrow account on the basis of sale price, subject to certain conditions | '150 days | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Period from closing of public offering initial business combination not complete allowing for waiving of redemption rights on founder shares | '21 months | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Alternative period, as applicable, from closing of public offering initial business combination not complete allowing for waiving of redemption rights on founder shares | '24 months | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Sale of warrants to Sponsor | 5,950,000 | ' | ' | ' | ' | ' | ' | 5,950,000 | ' | ' | ' | ' |
Sale of warrants to Sponsor pursuant to the underwriters' partial exercise of their over-allotment option | 210,000 | ' | ' | ' | ' | ' | ' | ' | 210,000 | ' | ' | ' |
Value of warrants purchased (in dollars per share) | ' | ' | ' | ' | ' | ' | ' | $1 | $1 | ' | ' | ' |
Value of warrants purchased | 6,160,000 | 6,160,000 | ' | ' | ' | ' | ' | 5,950,000 | 210,000 | ' | ' | ' |
Number of shares of common stock to be converted upon entitlement of Private Placement Warrant | ' | ' | ' | ' | ' | ' | ' | 1 | 1 | ' | ' | ' |
Price per share of securities to convert warrant or right to common stock (in dollars per share) | ' | ' | ' | ' | ' | ' | ' | $11.50 | $11.50 | ' | ' | ' |
Period after completion of initial business combination that the warrant holder may transfer, assign or sell warrants (including common stock issuable upon exercise of warrants) | '30 days | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Maximum number of registration demands entitled to holders of Founder Shares and Private Placement Warrants | 3 | 3 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Amount agreed to be paid to related party for office space, utilities, secretarial support and administrative services | ' | ' | ' | ' | ' | ' | ' | ' | ' | 10,000 | ' | ' |
Amount of administrative service expense | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 15,714 | 15,714 |
Due to related party | $15,714 | $15,714 | $118,875 | ' | ' | ' | ' | ' | ' | ' | $15,714 | $15,714 |
Investments_Held_in_Trust_Acco1
Investments Held in Trust Account (Details) (USD $) | 3 Months Ended |
Mar. 31, 2014 | |
Investments held in trust account | ' |
Amount placed in trust account | $220,500,000 |
Cash held in Trust Account | 10,500,000 |
United States Treasury Securities | ' |
Investments held in trust account | ' |
Investment securities in trust account | $210,000,063 |
United States Treasury Securities | Maximum | ' |
Investments held in trust account | ' |
Maturity period | '180 days |
Fair_Value_Measurements_Detail
Fair Value Measurements (Details) (Recurring, Money market securities, USD $) | Mar. 31, 2014 |
Fair value | ' |
Assets measured at fair value | ' |
Assets: | $210,000,063 |
Quoted Prices in Active Markets (Level 1) | ' |
Assets measured at fair value | ' |
Assets: | $210,000,063 |
Equity_Details
Equity (Details) | 3 Months Ended | ||
Mar. 31, 2014 | Feb. 12, 2014 | Dec. 31, 2013 | |
item | |||
Equity | ' | ' | ' |
Authorized common stock (in shares) | 400,000,000 | ' | 400,000,000 |
Number of vote entitled by holders of common stock for each share of common stock | 1 | ' | ' |
Common stock issued (in shares) | 6,672,061 | ' | 6,037,500 |
Common stock outstanding (in shares) | 6,672,061 | 6,037,500 | 6,037,500 |
Common stock subject to possible redemption (in shares) | 20,890,439 | ' | ' |
Authorized preferred stock (in shares) | 1,000,000 | ' | 1,000,000 |
Preferred stock issued (in shares) | 0 | ' | 0 |
Preferred stock outstanding (in shares) | 0 | ' | 0 |