Significant Accounting Policies (Policies) | 3 Months Ended |
Sep. 30, 2014 |
Significant Accounting Policies [Abstract] | ' |
Basis of Presentation | ' |
Basis of Presentation |
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The accompanying unaudited condensed financial statements have been prepared in accordance with U.S. GAAP for interim financial information and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP. In the opinion of management, all adjustments (consisting of normal accruals) considered for a fair presentation have been included. Operating results for the three months ended September 30, 2014 are not necessarily indicative of the results that may be expected for the year ending June 30, 2015. For further information refer to the financial statements and footnotes thereto included in the Company’s Annual Report on Form 10-K for the period from inception (February 11, 2014) through June 30, 2014, filed with the SEC on October 14, 2014. |
Cash and Cash Equivalents | ' |
Cash and Cash Equivalents |
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The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company maintains cash balances that at times may be uninsured or in deposit accounts that exceed Federal Deposit Insurance Corporation limits. The Company maintains its cash deposits with major financial institutions. |
Restricted Cash and Cash Equivalents Held in Trust | ' |
Restricted Cash and Cash Equivalents Held in Trust |
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The amounts held in the Trust Account represent substantially all of the proceeds of the Offering and are classified as restricted assets since such amounts can only be used by the Company in connection with the consummation of a Business Combination. As of September 30, 2014, cash and cash equivalents held in the Trust Account consisted of $125,649,974 in United States Treasury Bills with an original maturity of three months or less and $18,843,910 in cash. At September 30, 2014, there was $25,129 of interest income held in the Trust Account available to be released to the Company. |
Ordinary Shares Subject to Possible Conversion | ' |
Ordinary Shares Subject to Possible Conversion |
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The Company accounts for its ordinary shares subject to possible conversion in accordance with the guidance provided in Accounting Standards Codification (“ASC”) 480 “Distinguishing Liabilities from Equity”. Ordinary shares subject to mandatory conversion (if any) are classified as a liability instrument and measured at fair value. Conditionally convertible ordinary shares (including ordinary shares that feature conversion rights that are either within the control of the holder or subject to conversion upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, ordinary shares are classified as stockholders’ equity. The Company’s ordinary shares feature certain conversion rights that are considered by the Company to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly at September 30, 2014, the ordinary shares subject to possible conversion are presented as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheet. |
Loss per Share | ' |
Loss per Share |
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Loss per share is computed by dividing net loss by the weighted-average number of ordinary shares outstanding during the period. Ordinary shares subject to possible redemption of 13,895,577 shares at September 30, 2014 have been excluded from the calculation of basic loss per share since such shares, if redeemed, only participate in their pro rata share of the Trust Account earnings. The Company has not considered the effect of (i) warrants and rights included in the units sold in the Offering to acquire 9,005,438 ordinary shares and (ii) 1,250,000 ordinary shares and warrants and rights to acquire 750,000 ordinary shares included in the unit purchase option sold to the underwriter, in the calculation of diluted loss per share, since the exercise of the warrants and automatic conversion of the rights are contingent on the occurrence of future events. |
Use of Estimates | ' |
Use of Estimates |
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The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. |
Income Taxes | ' |
Income Taxes |
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The Company accounts for income taxes under ASC Topic 740 “Income Taxes” (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. |
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ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecoginition, classification, interest and penalties, accounting in interim period, disclosure and transition. The Company determined that the Cayman Islands is its only major tax jurisdiction. Based on the Company’s evaluation, it has been concluded that there are no significant uncertain tax positions requiring recognition in the Company’s financial statements. Since the Company was incorporated on February 11, 2014, the evaluation was performed for the period from February 11, 2014 through September 30, 2014, which will be the only period subject to examination upon the filing of required tax returns. The Company believes that its income tax positions would be sustained on audit and does not anticipate any adjustments that would result in a material changes to its financial position. |
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The Company’s policy for recording interest and penalties associated with audits is to record such expense as a component of income tax expense. There were no amounts accrued for penalties or interest as of or during the three months ended September 30, 2014. Management is currently unaware of any issues under review that could result in significant payments, accruals or material deviations from its position. |
Recent Accounting Pronouncements | ' |
Recent Accounting Pronouncements |
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The FASB has issued ASU No. 2014-15, Presentation of Financial Statements—Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern. This standard is intended to define management’s responsibility to evaluate whether there is substantial doubt about an organization’s ability to continue as a going concern and to provide related footnote disclosures. Under U.S. GAAP, financial statements are prepared under the presumption that the reporting organization will continue to operate as a going concern, except in limited circumstances. Financial reporting under this presumption is commonly referred to as the going concern basis of accounting. The going concern basis of accounting is critical to financial reporting because it establishes the fundamental basis for measuring and classifying assets and liabilities. Currently, U.S. GAAP lacks guidance about management’s responsibility to evaluate whether there is substantial doubt about the organization’s ability to continue as a going concern or to provide related footnote disclosures. This ASU provides guidance to an organization’s management, with principles and definitions that are intended to reduce diversity in the timing and content of disclosures that are commonly provided by organizations today in the financial statement footnotes. The amendments are effective for annual periods ending after December 15, 2016, and interim periods within annual periods beginning after December 15, 2016. Early application is permitted for annual or interim reporting periods for which the financial statements have not previously been issued. The adoption of this standard is not expected to have a material impact on the Company’s consolidated financial position and results of operations. |
Subsequent Events | ' |
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Subsequent Events |
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Share Purchase Agreement |
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On October 30, 2014, the Company entered into a Share Purchase Agreement (the “SPA”) by and among the Company, WISeKey SA, a Swiss company (“WISeKey”), WISeTrust SA, a Swiss company (“WISeTrust”), certain shareholders of WISeKey (the “Shareholders”), and certain option holders of WISeKey (the “Optionholders” and together with WISeTrust and the Shareholders, collectively, the “Sellers”). Simultaneously with the execution of the SPA, the Company entered into an Asset Purchase Agreement (the “APA”) by and among the Company, WISeKey and WISeTrust. |
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WISeKey is a digital information security company. Headquartered in Geneva, Switzerland, WISeKey presides over physical infrastructures, mobile networks, and the Web to ensure secure communications, exclusive relationships, protected identities, and authenticated transactions. As a fully-autonomous and independent organization, WISeKey creates protected and trusted digital identities for individuals, groups, organizations and communities around the world. Since its inception in 1999, WISeKey has enabled public and private organizations to identify individuals and assets and engage in safe, secure and confidential electronic communications and transactions. |
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Pursuant to the SPA, the Company will acquire from the Sellers approximately 70% of the common shares of WISeKey. Additionally, pursuant to the SPA, promptly after signing, the Company caused to be submitted to the holders of the remaining WISeKey common shares irrevocable and binding offers (“Tender Offers”) to purchase such common shares from them simultaneously with the consummation of the transactions contemplated by the SPA and APA. Holders of approximately 23% of the remaining WISeKey common shares accepted this offer. Simultaneously with the Tender Offers, WISeKey engaged in a rights offering of its securities to its shareholders (“Rights Offer”) raising an aggregate of approximately $1.4 million. The purchasers of the securities sold in the Rights Offer have committed to sell such securities to the Company simultaneously with the consummation of the SPA. As a result of the foregoing, upon consummation of the transactions, the Company will be acquiring approximately 93% of the outstanding and to be issued WISeKey common shares for an aggregate of 13,436,055 ordinary shares, par value $0.0001 per share (“GGAC Ordinary Shares”), of the Company, subject to adjustment upon certain events. |
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Pursuant to the APA, the Company will acquire from WISeKey and WISeTrust all of the equity interests in WISeKey USA Inc. and certain rights and assets owned by WISeTrust related to the operations of WISeKey USA in exchange for an aggregate of Fifteen Million Dollars ($15,000,000) in cash and an aggregate of 1,026,323 GGAC Ordinary Shares. |
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Upon the consummation of the business combination, assuming approval of the Company’s shareholders at a Special Meeting to be held, the Company will change its name to “WISeKey International, Inc.” |
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The business combination is expected to be consummated in the first quarter of 2015 after the required approval by the shareholders of the Company and the fulfillment of certain other conditions, all as described in the SPA and APA. |
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The SPA and APA are subjust to certain conditions of closing and may be terminated under certain conditions as defined in the agreements. |
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Shareholder Commitment |
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On October 10, 2014 and November 19, 2014, the Company’s Chief Executive Officer, Mario Garnero, executed two separate commitment letters to provide loans to the Company of up to an aggregate of $600,000, of which $80,000 was loaned to the Company in October. These loans will be evidenced by notes and would either be repaid upon the consummation of a Business Combination or, at the option of the holder, be converted into additional Private Units at a price of $10.00 per Private Unit. |
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Subsequent Events Evaluation |
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The Company evaluates events that have occurred after the balance sheet date through the date which these financial statements were issued. |