Document_and_Entity_Informatio
Document and Entity Information | 3 Months Ended | |
Jun. 30, 2014 | Oct. 10, 2014 | |
Document And Entity Information [Abstract] | ' | ' |
Entity Registrant Name | 'SINO MERCURY ACQUISITION CORP. | ' |
Entity Central Index Key | '0001608269 | ' |
Amendment Flag | 'false | ' |
Document Type | '10-Q | ' |
Document Period End Date | 30-Jun-14 | ' |
Current Fiscal Year End Date | '--12-31 | ' |
Document Fiscal Year Focus | '2014 | ' |
Document Fiscal Period Focus | 'Q2 | ' |
Entity Filer Category | 'Smaller Reporting Company | ' |
Entity Common Stock, Shares Outstanding | ' | 5,440,100 |
Interim_Condensed_Balance_Shee
Interim Condensed Balance Sheet (unaudited) (USD $) | Jun. 30, 2014 |
Current assets | ' |
Cash | $64,059 |
Deferred Offering Costs | 80,302 |
Total Assets | 144,361 |
Current liabilities | ' |
Accounts payable | 434 |
Accrued offering costs | 2,902 |
Note payable to stockholder | 117,000 |
Total liabilities | 120,336 |
Stockholders' equity | ' |
Preferred stock, $0.0001 par value, 1,000,000 shares authorized; none issued or outstanding | ' |
Common stock, $0.0001 par value, 25,000,000 shares authorized, 1,150,000 shares issued and outstanding | 115 |
Additional paid- in capital | 24,885 |
Deficit accumulated during the development stage | -975 |
Total stockholders' equity | 24,025 |
Total liabilities and stockholders' equity | $144,361 |
Interim_Condensed_Balance_Shee1
Interim Condensed Balance Sheet (unaudited) (Parenthetical) (USD $) | Jun. 30, 2014 |
Statement of Financial Position [Abstract] | ' |
Preferred stock, shares authorized | 1,000,000 |
Preferred stock, par value | $0.00 |
Preferred stock, shares issued | ' |
Preferred stock, shares outstanding | ' |
Common stock, shares authorized | 25,000,000 |
Common stock, par value | $0.00 |
Common stock, shares, issued | 1,150,000 |
Common stock, shares, outstanding | 1,150,000 |
Interim_Condensed_Statement_of
Interim Condensed Statement of Operations (unaudited) (USD $) | 3 Months Ended |
Jun. 30, 2014 | |
Income Statement [Abstract] | ' |
General and administrative expenses | $975 |
Net loss attributable to common shares | ($975) |
Net loss per common share - basic and diluted | $0 |
Weighted average number of common shares outstanding - basic and diluted | 1,150,000 |
Interim_Condensed_Statement_of1
Interim Condensed Statement of Stockholders' Equity (unaudited) (USD $) | Total | Common Stock | Additional Paid- in Capital | Deficit Accumulated During the Development Stage |
Balances at Mar. 27, 2014 | ' | ' | ' | ' |
Balances (in shares) at Mar. 27, 2014 | ' | ' | ' | ' |
Common shares issued to initial stockholder on April 15, 2014, at approximately $0.02 per share | 25,000 | 115 | 24,885 | ' |
Common shares issued to initial stockholder on April 15, 2014, at approximately $0.02 per share, share | ' | 1,150,000 | ' | ' |
Net loss attributable to common shares | -975 | ' | ' | -975 |
Balances at Jun. 30, 2014 | $24,025 | $115 | $24,885 | ($975) |
Balances (in shares) at Jun. 30, 2014 | ' | 1,150,000 | ' | ' |
Interim_Condensed_Statement_of2
Interim Condensed Statement of Stockholders' Equity (unaudited) (Parenthetical) (USD $) | 3 Months Ended |
Jun. 30, 2014 | |
Statement of Stockholders' Equity [Abstract] | ' |
Shares issuance, date | 15-Apr-14 |
Shares issued, price per share | $0.02 |
Interim_Condensed_Statement_of3
Interim Condensed Statement of Cash Flows (unaudited) (USD $) | 3 Months Ended |
Jun. 30, 2014 | |
Cash flow from operating activities | ' |
Net loss attributable to common shares | ($975) |
Change in operating assets and liabilities: | ' |
Increase in accounts payable | 434 |
Net cash used in operating activities | -541 |
Cash flows from financing activities | ' |
Payment of deferred offering costs | -77,400 |
Proceeds from note payable to stockholder | 82,000 |
Advances from stockholder | 35,000 |
Proceeds from issuance of common stock | 25,000 |
Net cash provided by financing activities | 64,600 |
Net increase in cash | 64,059 |
Cash at beginning of the period | ' |
Cash at end of period | 64,059 |
Supplemental disclosure of non-cash financing activities | ' |
Advances from stockholder capitalized (reclassified) to note payable | 35,000 |
Accrued offering costs | $2,902 |
Interim_Financial_Information
Interim Financial Information | 3 Months Ended | ||
Jun. 30, 2014 | |||
Interim Financial Information [Abstract] | ' | ||
Interim Financial Information | ' | ||
1 | Interim Financial Information | ||
The accompanying financial statements of Sino Mercury Acquisition Corp. (a corporation in the development stage) (the “Company”) have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, since they are interim statements, the accompanying financial statements do not include all the information and notes required by GAAP for complete financial statement presentation. In the opinion of management, all adjustments (consisting of normal accruals) considered for a fair presentation have been included. The Company had no activity for the period from March 28, 2014 (date of inception) to March 31, 2014. Operating results for the period from March 28, 2014 (inception) through June 30, 2014 are not necessarily indicative of the results that may be expected for the period from March 28, 2014 (inception) through December 31, 2014, or any other period. | |||
Description_of_Organization_an
Description of Organization and Business Operations | 3 Months Ended | |
Jun. 30, 2014 | ||
Description of Organization and Business Operations [Abstract] | ' | |
Description of Organization and Business Operations | ' | |
2 | Description of Organization and Business Operations | |
The Company was incorporated in Delaware on March 28, 2014 as a blank check company whose objective is to acquire, through a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination, one or more businesses or entities (a “Business Combination”). The Company’s efforts to identify a prospective target business will not be limited to a particular industry or geographic region of the world although the Company initially intends to focus on target businesses in China that operate in the non-traditional financial industry, including but not limited to microcredit companies, financial leasing companies and guarantors. | ||
The registration statement for the Company’s initial public offering (“Initial Public Offering”) was declared effective on August 26, 2014. As described in Note 7 (subsequent events), the Company consummated the Initial Public Offering of 4,000,000 units on September 2, 2014 generating gross proceeds of $40,000,000 and net proceeds of $37,900,000 after deducting $2,100,000 of transaction costs. Simultaneously with the consummation of the Initial Public Offering, the Company consummated a private placement of units (“Private Units”) generating gross proceeds of $2,100,000 to the an affiliate of the Chief Executive Officer of the Company (“Initial Stockholders”). | ||
Also described in Note 7 (subsequent events), On September 23, 2014, the underwriters exercised a portion of their over-allotment option to the extent of 80,100 units and on September 24, 2014, the Company consummated the closing of that portion of the overallotment option (“Overallotment”). The Initial Public Offering and the Overallotment are collectively referred to as the “Offering.” The 80,100 units sold pursuant to the Overallotment were sold at an offering price of $10.00 per Unit, generating gross proceeds of $801,000, all of which was deposited in the Trust Account (defined below). | ||
Following the closing of the Overallotment on September 24, 2014, an amount of $40,801,000 (or $10.00 per share sold to the public in the Offering) from the sale of the units in the Offering and the Private Units is being held in a trust account (“Trust Account”) and may be invested in money market funds meeting the applicable conditions of Rule 2a-7 promulgated under the Investment Company Act of 1940, as amended, and that invest solely in U.S. treasuries or United States bonds, treasuries or notes having a maturity of 180 days or less. The $40,801,000 placed into the Trust Account may not be released until the earlier of (i) the consummation of the Company’s initial Business Combination and (ii) the Company’s failure to consummate a Business Combination within the prescribed time. Placing funds in the Trust Account may not protect those funds from third party claims against the Company. Although the Company will seek to have all vendors, service providers, prospective target businesses or other entities it engages, execute agreements with the Company waiving any claim of any kind in or to any monies held in the Trust Account, there is no guarantee that such persons will execute such agreements. The Company’s Chief Executive Officer has agreed that he 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, there can be no assurance that he will be able to satisfy those obligations should they arise. The remaining net proceeds (not held in the Trust Account) may be used to pay for business, legal and accounting due diligence on prospective acquisitions and continuing general and administrative expenses. In addition, (i) interest income on the funds held in the Trust Account can be released to the Company to pay its income and other tax obligations and (ii) interest income on the funds held in the Trust Account can be released to the Company to pay for its working capital requirements in connection with searching for a Business Combination. | ||
The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Offering and Private Units, although substantially all of the net proceeds are intended to be generally applied toward consummating a Business Combination. The Company’s Units are listed on the Nasdaq Capital Market (“NASDAQ”). Pursuant to the NASDAQ listing rules, the Company’s initial Business Combination must be with a target business or businesses whose collective fair market value is at least equal to 80% of the balance in the Trust Account at the time of the execution of a definitive agreement for such Business Combination, although this may entail simultaneous acquisitions of several target businesses. There is no assurance that the Company will be able to effect a Business Combination successfully. | ||
The Company, after signing a definitive agreement for the acquisition of a target business, is required to provide stockholders who acquired shares of common stock in the Offering (“Public Stockholders”) with the opportunity to convert their shares (“Public Shares”) for a pro rata share of the Trust Account. However, the Company is not permitted to consummate an initial Business Combination unless it has at least $5,000,001 of net tangible assets upon close of such Business Combination. The Initial Stockholders have agreed that they will vote any shares they then hold in favor of any proposed Business Combination and will waive any conversion rights with respect to these shares. However, an investor in the Public Offering holding 1,000,000 Public Units (as described in Note 4) has agreed that he will hold such Units sold in the Public Offering through the consummation of an initial Business Combination, vote in favor of such proposed initial Business Combination and not seek conversion in connection therewith. As a result, the Company expects to meet the $5,000,001 net tangible asset requirement in order to complete its initial Business Combination. | ||
In connection with any proposed Business Combination, the Company will seek stockholder approval of an initial Business Combination at a meeting called for such purpose at which stockholders may seek to convert their shares, regardless of whether they vote for or against the proposed Business Combination. If the Company seeks stockholder approval of an initial Business Combination, any Public Stockholder voting either for or against such proposed Business Combination will be entitled to demand that his shares of common stock be converted into a full pro rata portion of the amount then in the Trust Account (initially $10.00 per share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company or necessary to pay its taxes). The Rights (discussed in Note 7 - Initial Public Offering) sold as part of the Units will not be entitled to vote on the proposed Business Combination and will have no conversion or liquidation rights. | ||
Notwithstanding the foregoing, a Public Stockholder, together with any affiliate or other person with whom such Public Stockholder is acting in concert or as a “group” (within the meaning of Section 13 of the Securities Act of 1934, as amended), will be restricted from seeking conversion rights with respect to 20% or more of the shares of shares of common stock sold in the Offering. A “group” will be deemed to exist if Public Stockholders (i) file a Schedule 13D or 13G indicated the presence of a group or (ii) acknowledge to the Company that they are acting, or intend to act, as a group. | ||
Pursuant to the Company’s amended and restated certificate of incorporation, if the Company does not consummate a Business Combination by June 1, 2016, or September 1, 2016 if certain extension criteria have been satisfied, it will trigger the Company’s automatic winding up, dissolution and liquidation. If the Company is unable to consummate an initial Business Combination, each holder will receive a full pro rata portion of the amount then in the Trust Account, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company or necessary to pay any of its taxes. Holders of Rights will receive no proceeds in connection with the liquidation with respect to such rights. The Initial Stockholders and the holders of Private Units will not participate in any distribution with respect to their initial shares and Private Units, including the shares of common stock included in the Private Units. | ||
If the Company is unable to conclude its initial Business Combination and expends all of the net proceeds of the Offering not deposited in the Trust Account, without taking into account any interest earned on the Trust Account, the Company expects that the initial per-share liquidation price shares of common stock will be $10.00. The proceeds deposited in the Trust Account could, however, become subject to claims of the Company’s creditors that are in preference to the claims of the Company’s stockholders. In addition, if the Company is forced to file a bankruptcy case or an involuntary bankruptcy case is filed against it that is not dismissed, the proceeds held in the Trust Account could be subject to applicable bankruptcy law, and may be included in its bankruptcy estate and subject to the claims of third parties with priority over the claims of the Company’s ordinary stockholders. Therefore, the actual per-share liquidation price may be less than $10.00. |
Summary_of_Significant_Account
Summary of Significant Accounting Policies | 3 Months Ended | |
Jun. 30, 2014 | ||
Summary of Significant Accounting Policies [Abstract] | ' | |
Summary of Significant Accounting Policies | ' | |
3 | Summary of Significant Accounting Policies | |
Basis of Presentation | ||
The accompanying interim financial statements are presented in U.S. dollars in conformity with GAAP and pursuant to the rules and regulations of the SEC. | ||
Development Stage Company | ||
The Company complies with the reporting requirements of FASB ASC Topic 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 and preparation for the Public Offering. Following the Public Offering, the Company will not generate any operating revenues until after completion of a Business Combination, at the earliest. Subsequent to the consummation of the Public Offering, the Company is generating non-operating income in the form of interest income on the designated Trust Account. | ||
Net Loss per Common Share | ||
The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” Net loss per common share is computed by dividing net loss applicable to common stockholders by the weighted average number of common shares outstanding for the period. At June 30, 2014, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into common stock and then share in the earnings of the Company. As a result, diluted loss per common share is the same as basic loss per common share for the periods presented. | ||
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 Topic 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the accompanying balance sheets, primarily due to their short-term nature. | ||
Deferred Offering Costs | ||
Deferred offering costs consist of legal and accounting fees incurred through the balance sheet date that are directly related to the Initial Public Offering. Upon consummation of the Initial Public Offering on Sep 2, 2014, offering costs as of June 30, 2014 of approximately $80,000 have been charged to stockholders' equity. | ||
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 follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. | ||
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 June 30, 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 is subject to income tax examinations by major taxing authorities since inception. | ||
The Company may be subject to potential examination by U.S. federal, states or foreign jurisdiction authorities in the areas of income taxes. These potential examination may include questioning the timing and amount of deductions, the nexus of income amount various tax jurisdictions and compliance with U.S. federal, states or 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. | ||
Recent Accounting Pronouncements | ||
In June 2014, the Financial Accounting Standards Board 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. |
Related_Party_Transactions
Related Party Transactions | 3 Months Ended | |
Jun. 30, 2014 | ||
Related Party Transactions [Abstract] | ' | |
Related Party Transactions | ' | |
4 | Related Party Transactions | |
Insider Shares | ||
The Company issued an aggregate of 1,150,000 shares of common stock for a total of $25,000 in cash, at a purchase price of approximately $0.02 share, to Best Apex Limited. In June 2014, Best Apex Limited transferred (i) 230,000 shares to Lodestar Investment Holdings Corporation, an entity controlled by Richard Xu, the Company’s President, (ii) 115,000 shares to True Precision Investments Limited, an entity controlled by Amy He, the Company’s Chief Financial Officer, (iii) 5,750 shares to Aimin Song, a member of the Company’s Board, and (iv) 5,750 shares to Bradley Reifler, another member of the Company’s Board, all for the same price originally paid by Best Apex Limited for such shares. The Insider Shares are identical to the common stock included in the Public Units sold in the Public Offering except that the Insider Shares are subject to certain transfer restrictions, as described in more detail below. | ||
All of the insider shares have been placed in escrow with Continental Stock Transfer & Trust Company, as escrow agent, until (1) with respect to 50% of the insider shares, the earlier of one year after the date of the consummation of an initial Business Combination and the date on which the closing price of the Company’s shares of common stock equals or exceeds $13.00 per share (as adjusted for share splits, share dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing after an initial Business Combination and (2) with respect to the remaining 50% of the insider shares, one year after the date of the consummation of an initial Business Combination, or earlier, in either case, if, subsequent to an initial Business Combination, the Company consummates a liquidation, merger, share exchange or other similar transaction which results in all of the Company’s stockholders having the right to exchange their shares for cash, securities or other property. Up to 150,000 of the insider shares may also be released from escrow earlier than this date for cancellation if the over-allotment option is not exercised in full. | ||
Rights - The Insider Shares are identical to the public shares. However, the initial stockholders have agreed, pursuant to written agreements with the Company, (A) to vote their insider shares and any public shares acquired in or after the Public Offering in favor of any proposed Business Combination, (B) not to propose, or vote in favor of, an amendment to the Company’s amended and restated certificate of incorporation with respect to its pre-Business Combination activities prior to the consummation of such a Business Combination, (C) not to convert any shares (including the insider shares) for cash from the trust account in connection with a stockholder vote to approve a proposed initial Business Combination or a vote to amend the provisions of the Company’s amended and restated certificate of incorporation relating to stockholders’ rights or pre-Business Combination activity and (D) that the insider shares shall not participate in any liquidating distribution upon winding up if a Business Combination is not consummated. | ||
Voting – If the Company seeks stockholder approval of the Business Combination, the initial stockholders have agreed to vote any shares they hold in favor of the Business Combination. | ||
Conversion – Although the initial shareholders and their permitted transferees will waive their redemption rights with respect to the Insider Shares if the Company fails to complete the Business Combination within the prescribed time frame, they will be entitled to conversion rights with respect to any Public Shares they may own. | ||
Registration Rights | ||
The holders of the Insider Shares and Private Units (see in Note 7) have registration rights that require the Company to register the sale of any of the securities held by them pursuant to a registration rights agreement. The holders of these securities will be entitled to make up to two demands that the Company register such securities for sale under the Securities Act. In addition, these holders will 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. | ||
Related Party Note | ||
On April 14, 2014, the Company issued a $117,000 principal amount unsecured promissory (“Note”) to JianmingHao, the Company’s Chief Executive Officer and an affiliate of the Initial Stockholder. The Note includes $35,000 of advances made prior to the execution of the Note. This Note is non-interest bearing and payable on the earlier of April 30, 2015 or out of the proceeds from the Initial Public Offering. The Note was repaid on September 29, 2014. |
Commitments
Commitments | 3 Months Ended | |
Jun. 30, 2014 | ||
Commitments [Abstract] | ' | |
Commitments | ' | |
5 | Commitments | |
The Company is committed to pay the Deferred Discount of 1% of the gross offering proceeds (or 4% of the gross offering proceeds from the Units sold in the over-allotment option) of the Initial Public Offering, to the underwriter upon the Company’s consummation of the Business Combination. The underwriter is not entitled to any interest accrued on the Deferred Discount, and no Deferred Discount is payable to the underwriter if there is no Business Combination. | ||
Stockholders_Equity
Stockholders Equity | 3 Months Ended | |
Jun. 30, 2014 | ||
Stockholders Equity [Abstract] | ' | |
Stockholders Equity | ' | |
6 | Stockholders’ Equity | |
Preferred Shares | ||
The Company is authorized to issue 1,000,000 shares of preferred stock with a par value of $0.0001 per share with such designation, rights and preferences as may be determined from time to time by the Company’s board of directors. | ||
As of June 30, 2014, there are no shares of preferred stock issued or outstanding. | ||
Common Stock | ||
The Company is authorized to issue 25,000,000 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 common share. | ||
In connection with the organization of the Company, a total of 1,150,000 shares of the Company's common stock were sold to the Initial Stockholder at a price of approximately $0.02 per share for an aggregate of $25,000. 150,000 of shares of common stock were subject to forfeiture if the over-allotment option was not exercised by the underwriters. On September 24, 2014, the Company sold 80,100 units pursuant to the Overallotment as discussed in Notes 1 and 7. Accordingly, 20,025 shares of common stock are no longer subject to forfeiture. The remaining 129,975 shares remain subject to forfeiture if the balance of the Overallotment is not exercised. |
Subsequent_Events
Subsequent Events | 3 Months Ended | ||
Jun. 30, 2014 | |||
Subsequent Events [Abstract] | ' | ||
Subsequent Events | ' | ||
7 | Subsequent Events | ||
The Company has evaluated subsequent events occurring after the balance sheet date. Based on this evaluation, the Company has determined that no subsequent events, except for the matters discussed below, have occurred which require disclosure in the interim financial statements. | |||
The Company consummated its Initial Public Offering of 4,000,000 units on September 2, 2014 generating gross proceeds of $40,000,000 and net proceeds of $37,900,000 after deducting $2,100,000 of transaction costs (see further description of Public Units below) and on the same date, a private placement to Best Apex Limited, an affiliate of Jianming Hao, the Company’s Chief Executive Officer, of 210,000 units, generating additional proceeds of $2,100,000 (“Private Units”) (see further description of Private Units below). On September 24, 2014, the Company closed on a partial exercise of the underwriter’s over-allotment option generating gross proceeds of $801,000. Of such proceeds, an aggregate of $40,801,000 was placed in the Company’s trust account. | |||
Public Units | |||
On September 2, 2014, the Company sold 4,000,000 units at a price of $10.00 per unit (the “Public Units’) in the Public Offering. Each Public Unit consists of one share of the Company’s common stock, $0.0001 par value per share (the “Public Shares”), and one right (the “Public Rights”). Each Public Right automatically entitles the holder to receive one-tenth (1/10) of a share of common stock on consummation of an initial Business Combination. On September 23, 2014, the underwriters exercised the Overallotment to the extent of 80,100 units and on September 24, 2014, the Company consummated the closing of the sale of such additional units. | |||
If the Company does not complete its Business Combination within the necessary time period described in Note 1, the Public Rights will expire and be worthless. | |||
The Company paid an upfront underwriting discount of $1,200,000 (3.0%) of the per unit offering price to the underwriter at the closing of the Public Offering, with an additional fee (the “Deferred Discount”) of 1% of the gross offering proceeds (or 4% of the gross offering proceeds from the Units sold in the Overallotment) payable upon the Company’s completion of the Business Combination. The Deferred Discount will become payable to the underwriter from the amounts held in the Trust Account solely in the event the Company completes its Business Combination. The underwriter is not entitled to any interest accrued on the Deferred Discount. | |||
Private Unit | |||
Best Apex Limited has purchased from the Company an aggregate of 210,000 private units at a price of $10.00 per unit (a purchase price of $2,100,000) in a private placement that occurred simultaneously with the completion of the Public Offering (the “Private Units”). Each Private Unit consists of one share of the Company's common stock, $0.0001 par value per share and one right (the "Private Right"). Each Private Right entitles Best Apex Limited to receive one-tenth (1/10) of a share of common stock on consummation of an initial Business Combination. The Private Units are identical to the units sold in the Public Offering. However, Best Apex Limited has agreed (A) to vote the shares included in the private units in favor of any proposed Business Combination, (B) not to propose, or vote in favor of, an amendment to the Company’s amended and restated certificate of incorporation with respect to its pre-Business Combination activities prior to the consummation of such a Business Combination, (C) not to convert any shares included in the private units for cash from the trust account in connection with a stockholder vote to approve a proposed initial Business Combination or a vote to amend the provisions of Company’s amended and restated certificate of incorporation with respect to its pre-Business Combination activities prior to the consummation of such a Business Combination and (D) that the shares included in the private units shall not participate in any liquidating distribution upon winding up if a Business Combination is not consummated. Best Apex Limited has also agreed not to transfer, assign or sell any of the private units or underlying securities (except to the same permitted transferees as the insider shares and provided the transferees agree to the same terms and restrictions as the permitted transferees of the insider shares must agree to, each as described above) until the completion of an initial Business Combination. |
Summary_of_Significant_Account1
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Jun. 30, 2014 | |
Summary of Significant Accounting Policies [Abstract] | ' |
Basis of Presentation | ' |
Basis of Presentation | |
The accompanying interim financial statements are presented in U.S. dollars in conformity with GAAP and pursuant to the rules and regulations of the SEC. | |
Development Stage Company | ' |
Development Stage Company | |
The Company complies with the reporting requirements of FASB ASC Topic 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 and preparation for the Public Offering. Following the Public Offering, the Company will not generate any operating revenues until after completion of a Business Combination, at the earliest. Subsequent to the consummation of the Public Offering, the Company is generating non-operating income in the form of interest income on the designated Trust Account. | |
Net Loss per Common Share | ' |
Net Loss per Common Share | |
The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” Net loss per common share is computed by dividing net loss applicable to common stockholders by the weighted average number of common shares outstanding for the period. At June 30, 2014, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised or converted into common stock and then share in the earnings of the Company. As a result, diluted loss per common share is the same as basic loss per common share for the periods presented. | |
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 Topic 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the accompanying balance sheets, primarily due to their short-term nature. | |
Deferred Offering Costs | ' |
Deferred Offering Costs | |
Deferred offering costs consist of legal and accounting fees incurred through the balance sheet date that are directly related to the Initial Public Offering. Upon consummation of the Initial Public Offering on Sep 2, 2014, offering costs as of June 30, 2014 of approximately $80,000 have been charged to stockholders' equity. | |
Use of Estimates | ' |
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 | ' |
Income Taxes | |
The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. | |
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 June 30, 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 is subject to income tax examinations by major taxing authorities since inception. | |
The Company may be subject to potential examination by U.S. federal, states or foreign jurisdiction authorities in the areas of income taxes. These potential examination may include questioning the timing and amount of deductions, the nexus of income amount various tax jurisdictions and compliance with U.S. federal, states or 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. | |
Recent Accounting Pronouncements | ' |
Recent Accounting Pronouncements | |
In June 2014, the Financial Accounting Standards Board 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. | |
Description_of_Organization_an1
Description of Organization and Business Operations (Details) (USD $) | 0 Months Ended | 3 Months Ended | 1 Months Ended | |||
Sep. 02, 2014 | Sep. 02, 2014 | Sep. 02, 2014 | Sep. 23, 2014 | Jun. 30, 2014 | Sep. 30, 2014 | |
Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Subsequent Event [Member] | Trust Account [Member] | Trust Account [Member] | |
Public Units [Member] | Private Unit [Member] | Overallotment [Member] | Subsequent Event [Member] | |||
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items] | ' | ' | ' | ' | ' | ' |
Units sold in public offering | ' | 4,000,000 | ' | ' | ' | ' |
Gross proceeds from public offering | ' | $40,000,000 | ' | ' | ' | ' |
Transactions costs | ' | 2,100,000 | ' | ' | ' | ' |
Net proceeds from public offering | ' | 37,900,000 | ' | ' | ' | ' |
Proceeds from private placement | ' | ' | 2,100,000 | ' | ' | ' |
Units sold, per share | ' | $10 | $10 | $10 | ' | ' |
Number of options exercised | ' | ' | ' | 80,100 | ' | ' |
Options exercised value | ' | ' | ' | 80,100 | ' | ' |
Proceeds from issuance held in trust account | 40,000,000 | ' | ' | 801,000 | ' | 40,801,000 |
Fair market value of shares | ' | ' | ' | ' | 80.00% | ' |
Net tangible assets upon close of business combination | ' | ' | ' | ' | $5,000,001 | ' |
Percentage of conversion rights for common stock | ' | ' | ' | ' | 20.00% | ' |
Investors conversion rights in public offering holding | ' | ' | ' | ' | 1,000,000 | ' |
Summary_of_Significant_Account2
Summary of Significant Accounting Policies (Details) (USD $) | Jun. 30, 2014 |
Summary Of Significant Accounting Policies (Textual) | ' |
FDIC insured amount | $250,000 |
Offering Costs | $80,302 |
Related_Party_Transactions_Det
Related Party Transactions (Details) (USD $) | 3 Months Ended | 0 Months Ended | 3 Months Ended | ||||
Jun. 30, 2014 | Apr. 14, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | Jun. 30, 2014 | |
JianmingHao [Member] | Richard Xu [Member] | Amy He [Member] | Aimin Song [Member] | Bradley Reifler [Member] | Common Stock [Member] | ||
Related Party Transactions (Textual) | ' | ' | ' | ' | ' | ' | ' |
Shares issued to Best Appex, Shares | ' | ' | ' | ' | ' | ' | 1,150,000 |
Shares issued to Best Appex, Value | $25,000 | ' | ' | ' | ' | ' | $115 |
Shares issued, price per share | $0.02 | ' | ' | ' | ' | ' | ' |
Number of shares transferred | ' | ' | 230,000 | 115,000 | 5,750 | 5,750 | ' |
Issuance of common stock, forfeitures | 150,000 | ' | ' | ' | ' | ' | ' |
Unsecured Debt | ' | 117,000 | ' | ' | ' | ' | ' |
Business combination,Description | 'As escrow agent, until (1) with respect to 50% of the insider shares, the earlier of one year after the date of the consummation of an initial Business Combination and the date on which the closing price of the Company's shares of common stock equals or exceeds $13.00 per share (as adjusted for share splits, share dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing after an initial Business Combination and (2) with respect to the remaining 50% of the insider shares, one year after the date of the consummation of an initial Business Combination, or earlier, in either case, if, subsequent to an initial Business Combination, the Company consummates a liquidation, merger, share exchange or other similar transaction which results in all of the Company's stockholders having the right to exchange their shares for cash, securities or other property. | ' | ' | ' | ' | ' | ' |
Advances from related party | $35,000 | $35,000 | ' | ' | ' | ' | ' |
Commitments_Details
Commitments (Details) | 3 Months Ended |
Jun. 30, 2014 | |
Commitments (Textual) | ' |
Description of commitments | 'The Deferred Discount of 1% of the gross offering proceeds (or 4% of the gross offering proceeds from the Units sold in the over-allotment option) of the Initial Public Offering, to the underwriter upon the Company's consummation of the Business Combination. |
Stockholders_Equity_Details
Stockholders Equity (Details) (USD $) | 3 Months Ended |
Jun. 30, 2014 | |
Stockholders Equity (Textual) | ' |
Preferred Stock, Shares Authorized | 1,000,000 |
Preferred Stock, Par or Stated Value Per Share | $0.00 |
Preferred Stock, Shares Issued | ' |
Preferred Stock, Shares Outstanding | ' |
Common Stock, Shares Authorized | 25,000,000 |
Common Stock, Par or Stated Value Per Share | $0.00 |
Total Issuance of aggregate common stock shares, value | $25,000 |
Purchase price per shares | $0.02 |
Number of shares not subject to cancelled or forfeited | 20,025 |
Issuance of common stock, forfeitures | 150,000 |
Sale of stock | 80,100 |
Number of shares cancellable, conditional | 129,975 |
Common Stock [Member] | ' |
Stockholders Equity (Textual) | ' |
Issuance of common stock shares | 1,150,000 |
Total Issuance of aggregate common stock shares, value | $115 |
Subsequent_Events_Details
Subsequent Events (Details) (Subsequent Event [Member], USD $) | 0 Months Ended | |||
Sep. 02, 2014 | Sep. 02, 2014 | Sep. 02, 2014 | Sep. 23, 2014 | |
Public Units [Member] | Private Unit [Member] | Overallotment [Member] | ||
Subsequent event (Textual) | ' | ' | ' | ' |
Units sold in public offering | ' | 4,000,000 | ' | ' |
Gross proceeds from public offering | ' | $40,000,000 | ' | ' |
Transactions costs | ' | 2,100,000 | ' | ' |
Net proceeds from public offering | ' | 37,900,000 | ' | ' |
Units sold, per share | ' | $10 | $10 | $10 |
Units sold in private placement | ' | ' | 210,000 | ' |
Proceeds from private placement | ' | ' | 2,100,000 | ' |
Proceeds from issuance held in trust account | $40,000,000 | ' | ' | $801,000 |
Voting rights | ' | ' | ' | ' |
Each Public Unit consists of one share of the Company’s common stock, $0.0001 par value per share (the “Public Shares”), and one right (the “Public Rights”). Each Public Right automatically entitles the holder to receive one-tenth (1/10) of a share of common stock on consummation of an initial Business Combination. | Each Private Unit consists of one share of the Company's common stock, $0.0001 par value per share and one right (the "Private Right"). Each Private Right entitles Best Apex Limited to receive one-tenth (1/10) of a share of common stock on consummation of an initial Business Combination. | |||
Number of options exercised | ' | ' | ' | 80,100 |
Payments for underwriting expense description | ' | ' | ' | ' |
The Company paid an upfront underwriting discount of $1,200,000 (3.0%) of the per unit offering price to the underwriter at the closing of the Public Offering, with an additional fee (the “Deferred Discount”) of 1% of the gross offering proceeds (or 4% of the gross offering proceeds from the Units sold in the Overallotment) payable upon the Company’s completion of the Business Combination. |