Document_and_Entity_Informatio
Document and Entity Information (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Feb. 27, 2015 | Jun. 30, 2014 | |
Document and Entity Information [Abstract] | |||
Entity Registrant Name | SINO MERCURY ACQUISITION CORP. | ||
Entity Central Index Key | 1608269 | ||
Amendment Flag | FALSE | ||
Current Fiscal Year End Date | -19 | ||
Document Type | 10-K | ||
Document Period End Date | 31-Dec-14 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2014 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Smaller Reporting Company | ||
Entity Public Float | $0 | ||
Entity Common Stock, Shares Outstanding | 5,310,125 |
Balance_Sheet
Balance Sheet (USD $) | Dec. 31, 2014 |
Current assets | |
Cash | $309,737 |
Prepaid expenses | 76,414 |
Total current assets | 386,151 |
Cash held in trust account | 40,802,051 |
Total Assets | 41,188,202 |
Current liabilities | |
Accounts payable | 41,453 |
Accrued Franchise tax | 52,972 |
Total current liabilities | 94,425 |
Deferred underwriting compensation | 432,040 |
Total liabilities | 526,465 |
Common stock subject to possible conversion; 3,080,100 (at conversion value of $10.00 per share) | 30,801,000 |
Stockholders' equity | |
Preferred stock, $0.0001 par value, 1,000,000 shares authorized; none issued or outstanding | 0 |
Common stock, $0.0001 par value, 25,000,000 shares authorized, 2,230,025 shares issued and outstanding (excluding 3,080,100 subject to possible conversion) | 223 |
Additional paid- in capital | 10,025,914 |
Accumulated deficit | -165,400 |
Total stockholders' equity | 9,860,737 |
Total liabilities and stockholders' equity | $41,188,202 |
Balance_Sheet_Parenthetical
Balance Sheet (Parenthetical) (USD $) | Dec. 31, 2014 |
Statement of Financial Position [Abstract] | |
Preferred stock, shares authorized | 1,000,000 |
Preferred stock, par value | $0.00 |
Preferred stock, shares issued | 0 |
Preferred stock, shares outstanding | 0 |
Common stock, shares authorized | 25,000,000 |
Common stock, par value | $0.00 |
Common stock, shares, issued | 2,230,025 |
Common stock, shares, outstanding | 2,230,025 |
Common stock subject to possible conversion share | 3,080,100 |
Conversion value per share | $10 |
Statement_of_Operations
Statement of Operations (USD $) | 9 Months Ended |
Dec. 31, 2014 | |
Income Statement [Abstract] | |
General and administrative expenses | ($113,479) |
State franchise taxes, other than income tax | -52,972 |
Other Income | 1,051 |
Net loss attributable to common shares | ($165,400) |
Net loss per common share - basic and diluted | ($0.11) |
Weighted average number of common shares outstanding (excluding shares subject to possible conversion) - basic and diluted | 1,531,944 |
Statement_of_Stockholders_Equi
Statement of Stockholders' Equity (USD $) | Total | Common Stock | Additional Paid- in Capital | Accumulated Deficit |
Balances at Mar. 27, 2014 | ||||
Common shares issued to initial stockholder | 25,000 | 115 | 24,885 | |
Common shares issued to initial stockholder, shares | 1,150,000 | |||
Sale of 4,000,000 units , value | 40,000,000 | 400 | 39,999,600 | |
Sale of 4,000,000 units, shares | 4,000,000 | |||
Sale of 210,000 units , value | 2,100,000 | 21 | 2,099,979 | |
Sale of 210,000 units, shares | 210,000 | |||
Overallotment Sale of 80,100 units, value | 801,000 | 8 | 800,992 | |
Overallotment Sale of 80,100 units, shares | 80,100 | |||
Forfeiture of 129,975 shares, value | 0 | -13 | 13 | |
Forfeiture of 129,975 shares | -129,975 | |||
Underwriters' discount and offering expenses | -2,098,863 | -2,098,863 | ||
Proceeds subject to possible conversion of 3,080,100 common shares, value | -30,801,000 | -308 | -30,800,692 | |
Proceeds subject to possible conversion of 3,080,100 common shares | -3,080,100 | |||
Net loss attributable to common shares | -165,400 | -165,400 | ||
Balances at Dec. 31, 2014 | $9,860,737 | $223 | $10,025,914 | ($165,400) |
Balances (in shares) at Dec. 31, 2014 | 2,230,025 |
Statement_of_Stockholders_Equi1
Statement of Stockholders' Equity (Parenthetical) | 9 Months Ended |
Dec. 31, 2014 | |
Sale of units, Shares | 4,000,000 |
Sale of units to initial stockholder, Shares | 210,000 |
Unit sale under Overallotment | 80,100 |
Redemption of common shares | 3,080,100 |
Common Stock [Member] | |
Forfeiture of shares | -129,975 |
Statement_of_Cash_Flows
Statement of Cash Flows (USD $) | 9 Months Ended |
Dec. 31, 2014 | |
Cash flow from operating activities | |
Net loss attributable to common shares | ($165,400) |
Change in operating assets and liabilities: | |
Increase in prepaid expenses | -76,414 |
Increase in accounts payable | 41,453 |
Increase in accrued franchise tax | 52,972 |
Net cash used in operating activities | -147,389 |
Cash flows from investing activities | |
Cash deposited in trust account | -40,801,000 |
Interest reinvested in trust account | -1,051 |
Net cash provided by (used in) investing activities | -40,802,051 |
Cash flows from financing activities | |
Advances from stockholder | 35,000 |
Proceeds from note payable to stockholder | 82,000 |
Repayment of note payable to stockholder | -117,000 |
Proceeds from sale of common stock to initial stockholder | 25,000 |
Proceeds from sale of units to public stockholders | 40,000,000 |
Proceeds from sale of private placement units to initial stockholder | 2,100,000 |
Proceeds from sale of units for over allotment | 801,000 |
Payment of costs of Public Offering | -1,666,823 |
Net cash provided by financing activities | 41,259,177 |
Net increase in cash | 309,737 |
Cash at beginning of period | 0 |
Cash at end of period | 309,737 |
Supplemental disclosure of non-cash financing activities | |
Advances from stockholder capitalized (reclassified) to note payable | 35,000 |
Deferred underwriting compensation | $432,040 |
Description_of_Organization_an
Description of Organization and Business Operations | 9 Months Ended | |
Dec. 31, 2014 | ||
Description of Organization and Business Operations [Abstract] | ||
Description of Organization and Business Operations | 1 | 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 financial leasing companies, microcredit companies and guarantors. | ||
Financing | ||
The registration statement for the Company’s initial public offering (“Initial Public Offering”) was declared effective on August 26, 2014. 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 approximately $37,901,000 after deducting approximately $2,099,000 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 affiliate of the Chief Executive Officer of the Company. | ||
The Company granted the underwriter an option to buy up to 600,000 additional units to cover any overallotment. 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). | ||
Trust Account | ||
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. | ||
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, Common Stock and Rights 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 hold shares of common stock sold 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 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 4 – Related Party Transactions) 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. | ||
Emerging Growth Company | ||
Section 102(b)(1) of the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”) exempts emerging growth companies from being required to comply with new or revised financial accounting standards until 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) are required to comply with the new or revised financial accounting standards. 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. |
Summary_of_Significant_Account
Summary of Significant Accounting Policies | 9 Months Ended | |
Dec. 31, 2014 | ||
Summary of Significant Accounting Policies [Abstract] | ||
Summary of Significant Accounting Policies | 2 | Summary of Significant Accounting Policies |
Basis of Presentation | ||
The accompanying annual financial statements 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. | ||
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 December 31, 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 period 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. | ||
Offering Costs | ||
The Company complies with the requirements of ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A – “Expenses of Offering”. Offering costs consist principally of professional and registration fees incurred through the consummation of the offering that are related to the Offering and that were charged to stockholders’ equity upon the completion of the Offering. Accordingly, at December 31, 2014, offering costs totaling approximately $2,099,000 (including approximately $1,632,000 in underwriters’ fees) have been charged to stockholders’ equity. | ||
Redeemable Common Stock | ||
All of the 4,080,100 common shares sold as part of the units in the Offering contain a conversion feature which allows for the conversion of common shares under the Company’s Liquidation or Stockholder Approval provisions. In accordance with ASC 480, such provisions not solely within the control of the Company require the security to be classified outside of permanent equity. Ordinary liquidation events, which involve the redemption and liquidation of all of the entity’s equity instruments, are excluded from the provisions of ASC 480. Although the Company did not specify a maximum conversion threshold, its charter provides that in no event will it allow conversion of Public Shares in an amount that would cause its net tangible assets (stockholders’ equity) to be less than $5,000,001. Further, an investor in the Offering holding 1,000,000 Public Units (which includes 1,000,000 shares), has agreed to hold his common shares through the consummation of an initial Business Combination, vote in favor of such proposed initial Business Combination and not seek conversion of his common shares. | ||
The Company recognizes changes in conversion value immediately as they occur and will adjust the carrying value of the security to equal the conversion value at the end of each reporting period. Increases or decreases in the carrying amount of convertible common stock shall be affected by charges against deficit accumulated during the development stage, by charges against additional paid-in capital. | ||
Accordingly, at December 31, 2014, 3,080,100 of the 4,080,100 Public Shares were classified outside of permanent equity at its redemption value. The redemption value is equal to the pro rata share of the aggregate amount then on deposit in the Trust Account, including interest but less taxes payable and amounts released for working capital (approximately $10.00 per share at December 31, 2014). | ||
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. As of December 31, 2014, a full valuation allowance has been established against the deferred tax asset. | ||
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 December 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 is subject to income tax examinations by major taxing authorities since inception. | ||
The Company may be subject to potential examination by tax authorities in U.S. federal, states or foreign jurisdictions in the area 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, state 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 (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-10, “Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements, Including an Amendment to Variable Interest Entities Guidance in Topic 810, Consolidation." This ASU removes the definition of a development stage entity from the ASC, thereby removing the financial reporting distinction between development stage entities and other reporting entities from GAAP. In addition, the ASU eliminates the requirements for development stage entities to (1) present inception-to-date information in the statements of operations, cash flows, and stockholders’ equity, (2) label the financial statements as those of a development stage entity, (3) disclose a description of the development stage activities in which the entity is engaged, and (4) disclose in the first year in which the entity is no longer a development stage entity that in prior years it had been in the development stage. This ASU is effective for annual reporting periods beginning after December 15, 2014, and interim periods therein. Early adoption is permitted. The Company adopted this ASU effective for 2014 annual report and its adoption resulted in the removal of previously required development stage disclosures. | ||
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. | ||
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. |
Public_Offering
Public Offering | 9 Months Ended | |
Dec. 31, 2014 | ||
Public Offering [Abstract] | ||
Public Offering | 3 | Public Offering |
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 approximately $37,901,000 after deducting approximately $2,099,000 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 Overallotment generating gross proceeds of $801,000. Of such proceeds, an aggregate of $40,801,000 was placed in the Company’s trust account. On October 10, 2014, the remaining portion of the Overallotment expired unexercised. | ||
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 24, 2014, the Company sold an additional 80,100 units pursuant to the Overallotment. | ||
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 Initial 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 over-allotment option) 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. |
Related_Party_Transactions
Related Party Transactions | 9 Months Ended | |
Dec. 31, 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. | ||
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 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. | ||
Private Units | ||
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 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. | ||
Registration Rights | ||
The holders of the Insider Shares and Private Units 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 was 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 in full on September 29, 2014. | ||
Working Capital Loans | ||
On February 27, 2015, the Company’s Chief Executive Officer committed to loan up to an aggregate of $200,000 to the Company through the consummation of an initial Business Combination if needed by the Company. Any amounts loaned under this commitment would be evidenced by an unsecured promissory note. The loans would be non-interest bearing and would be payable at the consummation by the Company of the Business Combination or, at the holder’s option, be converted into additional Private Units. If a Business Combination is not consummated, the notes would not be repaid by the Company and all amounts owed thereunder would be forgiven except to the extent that the Company had funds available to it outside of the Trust Account. |
Deferred_Underwriting_Compensa
Deferred Underwriting Compensation | 9 Months Ended | |
Dec. 31, 2014 | ||
Deferred Underwriting Compensation [Abstract] | ||
Deferred Underwriting Compensation | 5 | Deferred Underwriting Compensation |
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 Offering, to the underwriter upon the Company’s consummation of the Initial Business Combination. The underwriter is not entitled to any interest on the Deferred Discount, and no Deferred Discount is payable to the underwriter if there is no Business Combination. |
Trust_Account
Trust Account | 9 Months Ended | |
Dec. 31, 2014 | ||
Trust Account [Abstract] | ||
Trust Account | 6 | Trust Account |
A total of $40,801,000, which includes $38,701,000 of the net proceeds from the Initial Public Offering and $2,100,000 from the sale of the Private Units, have been placed in the Trust Account. As of December 31, 2014, Interest reinvested in Trust Account is of $1,051. The balance in the Trust Account is $40,802,051. |
Income_Taxes
Income Taxes | 9 Months Ended | ||||
Dec. 31, 2014 | |||||
Income Taxes [Abstract] | |||||
Income Taxes | 7 | Income Taxes | |||
The Company operates out of offices in both New York City and Beijing, China and is subject to U.S. taxation on its worldwide income. Should the Company be subject to income tax in China it would be entitled to a U.S. foreign tax credit in order to prevent double taxation as per the U.S. – China income tax treaty. | |||||
The income tax provision (benefit) consists of the following as of December 31, 2014: | |||||
Federal | |||||
Current | $ | - | |||
Deferred | $ | (56,236 | ) | ||
State and Local | |||||
Current | $ | - | |||
Deferred | $ | (19,082 | ) | ||
Change in valuation allowances | $ | 75,318 | |||
Income tax provision (benefit) | $ | - | |||
The Company’s deferred tax assets are as follows at December 31, 2014: | |||||
Net operating loss carryforwards | $ | 75,318 | |||
Total deferred tax assets | $ | 75,318 | |||
Less: valuation allowance | $ | (75,318 | ) | ||
Deferred tax assets, net of valuation allowance | $ | - | |||
As of December 31, 2014, U.S. federal and state carryovers (“NOLs”) the Company has net operating loss of approximately $165,400, all of which expires in 2034. The ultimate realization of the net operating loss is dependent upon future taxable income, if any, of the Company and may be limited in any one period by alternative minimum tax rules. Although management believes that the Company will have sufficient future taxable income to absorb the net loss carryovers before the expiration of the carryover period, there may be circumstances beyond the Company’s control that limit such utilization. Accordingly, management has determined that a full valuation allowance against the deferred tax asset is appropriate as of December 31, 2014. | |||||
Internal Revenue Code Section 382 imposes limitations on the use of net operating loss carryovers when the stock ownership of one or more 5% shareholders (shareholders owning more than 5% of the Company’s outstanding capital stock) has increased on a cumulative basis more than 50 percentage points within a period of two years. Management cannot control the ownership changes occurring as a result of public trading of the Company’s Common Stock. Accordingly, there is a risk of an ownership change beyond the control of the Company that could trigger a limitation of the use of the loss carryover. | |||||
Management believes that a change of control likely occurred in September 2014 with the company’s initial public offering. However, the amount of NOLs for the year ended December 31, 2014 was immaterial. | |||||
A reconciliation of the U.S. federal statutory tax rate to the Company’s effective tax rate as of December 31, 2014 is as follows: | |||||
Tax benefit at federal statutory rate | (34.0 | )% | |||
State income tax | (11.5 | )% | |||
Other permanent differences | - | ||||
Increase in valuation allowance | 45.5 | % | |||
Effective income tax rate | 0 | % |
Stockholders_Equity
Stockholders' Equity | 9 Months Ended | |
Dec. 31, 2014 | ||
Stockholders' Equity [Abstract] | ||
Stockholders' Equity | 8 | 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 December 31, 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. | ||
As of December 31, 2014, there were 2,230,025 shares of common stock issued and outstanding excluding 3,080,100 shares subject to possible conversion. 150,000 shares issued on March 28, 2014 were subject to forfeiture to the extent the underwriter’s over-allotment option was not exercised in full. On September 24, 2014, the Company sold 80,100 units pursuant to the Overallotment as discussed in Note 1 and 3. Accordingly, 20,025 shares of common stock are no longer subject to forfeiture. On October 10, 2014, the Overallotment expired without any of the balance being exercised. As a result, 129,975 shares held by the Initial Stockholders have been forfeited. |
Subsequent_Events
Subsequent Events | 9 Months Ended | |
Dec. 31, 2014 | ||
Subsequent Events [Abstract] | ||
Subsequent Events | 9 | Subsequent Events |
The Company has evaluated subsequent events occurring after the balance sheet date through the date where these financial statements were issued. Based on this evaluation, the Company has determined that no subsequent events, have occurred which require disclosure in the financial statements. |
Summary_of_Significant_Account1
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Dec. 31, 2014 | |
Summary of Significant Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation |
The accompanying annual financial statements 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. | |
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 December 31, 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 period 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. | |
Offering Costs | Offering Costs |
The Company complies with the requirements of ASC 340-10-S99-1 and SEC Staff Accounting Bulletin (“SAB”) Topic 5A – “Expenses of Offering”. Offering costs consist principally of professional and registration fees incurred through the consummation of the offering that are related to the Offering and that were charged to stockholders’ equity upon the completion of the Offering. Accordingly, at December 31, 2014, offering costs totaling approximately $2,099,000 (including approximately $1,632,000 in underwriters’ fees) have been charged to stockholders’ equity. | |
Redeemable Common Stock | Redeemable Common Stock |
All of the 4,080,100 common shares sold as part of the units in the Offering contain a conversion feature which allows for the conversion of common shares under the Company’s Liquidation or Stockholder Approval provisions. In accordance with ASC 480, such provisions not solely within the control of the Company require the security to be classified outside of permanent equity. Ordinary liquidation events, which involve the redemption and liquidation of all of the entity’s equity instruments, are excluded from the provisions of ASC 480. Although the Company did not specify a maximum conversion threshold, its charter provides that in no event will it allow conversion of Public Shares in an amount that would cause its net tangible assets (stockholders’ equity) to be less than $5,000,001. Further, an investor in the Offering holding 1,000,000 Public Units (which includes 1,000,000 shares), has agreed to hold his common shares through the consummation of an initial Business Combination, vote in favor of such proposed initial Business Combination and not seek conversion of his common shares. | |
The Company recognizes changes in conversion value immediately as they occur and will adjust the carrying value of the security to equal the conversion value at the end of each reporting period. Increases or decreases in the carrying amount of convertible common stock shall be affected by charges against deficit accumulated during the development stage, by charges against additional paid-in capital. | |
Accordingly, at December 31, 2014, 3,080,100 of the 4,080,100 Public Shares were classified outside of permanent equity at its redemption value. The redemption value is equal to the pro rata share of the aggregate amount then on deposit in the Trust Account, including interest but less taxes payable and amounts released for working capital (approximately $10.00 per share at December 31, 2014). | |
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. As of December 31, 2014, a full valuation allowance has been established against the deferred tax asset. | |
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 December 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 is subject to income tax examinations by major taxing authorities since inception. | |
The Company may be subject to potential examination by tax authorities in U.S. federal, states or foreign jurisdictions in the area 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, state 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 (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-10, “Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements, Including an Amendment to Variable Interest Entities Guidance in Topic 810, Consolidation." This ASU removes the definition of a development stage entity from the ASC, thereby removing the financial reporting distinction between development stage entities and other reporting entities from GAAP. In addition, the ASU eliminates the requirements for development stage entities to (1) present inception-to-date information in the statements of operations, cash flows, and stockholders’ equity, (2) label the financial statements as those of a development stage entity, (3) disclose a description of the development stage activities in which the entity is engaged, and (4) disclose in the first year in which the entity is no longer a development stage entity that in prior years it had been in the development stage. This ASU is effective for annual reporting periods beginning after December 15, 2014, and interim periods therein. Early adoption is permitted. The Company adopted this ASU effective for 2014 annual report and its adoption resulted in the removal of previously required development stage disclosures. | |
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. | |
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. |
Income_Taxes_Tables
Income Taxes (Tables) | 9 Months Ended | ||||
Dec. 31, 2014 | |||||
Income Taxes [Abstract] | |||||
Schedule of income tax provision (benefit) | |||||
Federal | |||||
Current | $ | - | |||
Deferred | $ | (56,236 | ) | ||
State and Local | |||||
Current | $ | - | |||
Deferred | $ | (19,082 | ) | ||
Change in valuation allowances | $ | 75,318 | |||
Income tax provision (benefit) | $ | - | |||
Schedule of deferred tax assets | Net operating loss carryforwards | $ | 66,160 | ||
Total deferred tax assets | $ | 66,160 | |||
Less: valuation allowance | $ | -66,160 | |||
Net deferred tax assets | $ | - | |||
Schedule of reconciliation of statutory tax rate to effective tax rates | |||||
Tax benefit at federal statutory rate | -34 | % | |||
State income tax | -6 | % | |||
Other permanent differences | - | ||||
Increase in valuation allowance | 40 | % | |||
Effective income tax rate | 0 | % | |||
Description_of_Organization_an1
Description of Organization and Business Operations (Details) (USD $) | 9 Months Ended | 0 Months Ended | |
Dec. 31, 2014 | Sep. 02, 2014 | Sep. 24, 2014 | |
Description of Organization and Business Operations (Textual) | |||
Units sold in public offering | 4,080,100 | ||
Gross proceeds from private placement | $2,100,000 | ||
Investors conversion rights in public offering holding | 1,000,000 | ||
Option granted to underwriter to buy units | 600,000 | ||
Public Units [Member] | |||
Description of Organization and Business Operations (Textual) | |||
Units sold in public offering | 4,000,000 | ||
Gross proceeds from public offering | 40,000,000 | ||
Transactions costs | 2,099,000 | ||
Net proceeds from public offering | 37,901,000 | ||
Units sold, per share | $10 | ||
Private Unit [Member] | |||
Description of Organization and Business Operations (Textual) | |||
Gross proceeds from private placement | 2,100,000 | ||
Over-Allotment Option [Member] | |||
Description of Organization and Business Operations (Textual) | |||
Units sold, per share | $10 | ||
Number of options exercised | 80,100 | ||
Proceeds from issuance of over-allotment | 801,000 | ||
Trust Account [Member] | |||
Description of Organization and Business Operations (Textual) | |||
Units sold, per share | $10 | ||
Proceeds from public placement, private placement and over-allotment | 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 | ||
Liquidation price per share | $10 |
Summary_of_Significant_Account2
Summary of Significant Accounting Policies (Details) (USD $) | 9 Months Ended |
Dec. 31, 2014 | |
Summary Of Significant Accounting Policies (Textual) | |
FDIC insured amount | $250,000 |
Offering Costs | 2,099,000 |
Units sold in public offering | 4,080,100 |
Net tangible assets | 5,000,001 |
Investors conversion rights in public offering holding | 1,000,000 |
Redemption of common shares | 3,080,100 |
Underwriters fees | $1,632,000 |
Redemption price per share | $10 |
Public_Offering_Details
Public Offering (Details) (USD $) | 9 Months Ended | 0 Months Ended | |
Dec. 31, 2014 | Sep. 24, 2014 | Sep. 02, 2014 | |
Public offering (Textual) | |||
Units sold in public offering | 4,080,100 | ||
Common stock, par value | $0.00 | ||
Gross proceeds from sale of units to private stockholders | $40,000,000 | ||
Common stock, voting rights | Holders of the Company's common stock are entitled to one vote for each common share. | ||
Overallotment sale of units, Shares | 80,100 | ||
Trust Account [Member] | |||
Public offering (Textual) | |||
Units sold, per share | $10 | ||
Proceeds from issuance held in trust account | 40,801,000 | ||
Public Units [Member] | |||
Public offering (Textual) | |||
Units sold in public offering | 4,000,000 | ||
Gross proceeds from public offering | 40,000,000 | ||
Transactions costs | 2,099,000 | ||
Net proceeds from public offering | 37,901,000 | ||
Units sold, per share | $10 | ||
Common stock, par value | $0.00 | ||
Nature of the Units | 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. | ||
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 over-allotment option) payable upon the Company's completion of the Business Combination | ||
Underwriting discount | 1,200,000 | ||
Private Unit [Member] | |||
Public offering (Textual) | |||
Common stock, par value | $0.00 | ||
Units sold in private placement | 210,000 | ||
Gross proceeds from sale of units to private stockholders | 2,100,000 | ||
Proceeds from issuance held in trust account | 2,100,000 | ||
Nature of the 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 | ||
Over-Allotment Option [Member] | |||
Public offering (Textual) | |||
Units sold, per share | $10 | ||
Proceeds from issuance held in trust account | $801,000 | ||
Overallotment expired date | 10-Oct-14 | ||
Overallotment sale of units, Shares | 80,100 |
Related_Party_Transactions_Det
Related Party Transactions (Details) (USD $) | 9 Months Ended | 0 Months Ended | ||
Dec. 31, 2014 | Apr. 14, 2014 | Sep. 02, 2014 | Feb. 27, 2015 | |
Related Party Transactions (Textual) | ||||
Issuance of common stock shares, Value | $25,000 | |||
Shares issued, Price per share | $0.02 | |||
Sale of stock by initial shareholder,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 | |||
Sale of 210,000 units , value | 2,100,000 | |||
Common Stock, Par or Stated Value Per Share | $0.00 | |||
JianmingHao [Member] | ||||
Related Party Transactions (Textual) | ||||
Unsecured promissory note | 117,000 | |||
Advances from related party | 35,000 | |||
Repayment of unsecured debt, Description | This Note was non-interest bearing and payable on the earlier of April 30, 2015 or out of the proceeds from the Initial Public Offering. | |||
Related party note maturity date | 29-Sep-14 | |||
Richard Xu [Member] | ||||
Related Party Transactions (Textual) | ||||
Number of shares transferred | 230,000 | |||
Amy He [Member] | ||||
Related Party Transactions (Textual) | ||||
Number of shares transferred | 115,000 | |||
Aimin Song [Member] | ||||
Related Party Transactions (Textual) | ||||
Number of shares transferred | 5,750 | |||
Bradley Reifler [Member] | ||||
Related Party Transactions (Textual) | ||||
Number of shares transferred | 5,750 | |||
Subsequent Event [Member] | ||||
Related Party Transactions (Textual) | ||||
Unsecured promissory note | 200,000 | |||
Private Unit [Member] | ||||
Related Party Transactions (Textual) | ||||
Units sold in private placement | 210,000 | |||
Sale of 210,000 units , value | 2,100,000 | |||
Common Stock, Par or Stated Value Per Share | $0.00 | |||
Nature of the 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 | |||
Common Stock [Member] | ||||
Related Party Transactions (Textual) | ||||
Shares issued to Best Appex, Shares | 1,150,000 | |||
Issuance of common stock shares, Value | 115 | |||
Units sold in private placement | 210,000 | |||
Sale of 210,000 units , value | $21 |
Deferred_Underwriting_Compensa1
Deferred Underwriting Compensation (Details) | 9 Months Ended |
Dec. 31, 2014 | |
Deferred Underwriting Compensation (Textual) | |
Deferred discount rate | 1.00% |
Description of 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 Public Offering, to the underwriter upon the Company's consummation of the Business Combination. |
Trust_Account_Details
Trust Account (Details) (USD $) | 9 Months Ended |
Dec. 31, 2014 | |
Trust Account (Textual) | |
Cash held in trust account | $40,802,051 |
Interest reinvested in trust account | -1,051 |
Public Units [Member] | |
Trust Account (Textual) | |
Cash held in trust account | 38,701,000 |
Private Unit [Member] | |
Trust Account (Textual) | |
Cash held in trust account | $2,100,000 |
Income_Taxes_Details
Income Taxes (Details) (USD $) | 9 Months Ended |
Dec. 31, 2014 | |
Federal | |
Current | $0 |
Deferred | -56,236 |
State and Local | |
Current | 0 |
Deferred | -19,082 |
Change in valuation allowances | 75,318 |
Income tax provision (benefit) | $0 |
Income_Taxes_Details_1
Income Taxes (Details 1) (USD $) | Dec. 31, 2014 |
Deferred Tax Assets, Net of Valuation Allowance | |
Net operating loss carryforwards | $75,318 |
Total deferred tax assets | 75,318 |
Less: valuation allowance | -75,318 |
Deferred tax assets, net of valuation allowance | $0 |
Income_Taxes_Details_2
Income Taxes (Details 2) | 9 Months Ended |
Dec. 31, 2014 | |
Effective Income Tax Rate Reconciliation, Percent | |
Tax benefit at federal statutory rate | -34.00% |
State income tax | -11.50% |
Other permanent differences | 0.00% |
Increase in valuation allowance | 45.50% |
Effective income tax rate | 0.00% |
Income_Taxes_Details_Textual
Income Taxes (Details Textual) (USD $) | 9 Months Ended |
Dec. 31, 2014 | |
Income Taxes [Abstract] | |
Net operating loss | $165,400 |
Operating loss carryforwards expiration | 2034 |
Operating loss carryforwards limitations on use | The stock ownership of one or more 5% shareholders (shareholders owning more than 5% of the Company's outstanding capital stock) has increased on a cumulative basis more than 50 percentage points within a period of two years. |
Stockholders_Equity_Details
Stockholders' Equity (Details) (USD $) | 0 Months Ended | 9 Months Ended | 0 Months Ended |
Oct. 10, 2014 | Dec. 31, 2014 | Sep. 24, 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 | 0 | ||
Preferred Stock, Shares Outstanding | 0 | ||
Common Stock, Shares Authorized | 25,000,000 | ||
Common Stock, Par or Stated Value Per Share | $0.00 | ||
Issuance of common stock, forfeitures | 150,000 | ||
Number of shares issued by initial shareholders forfeited | 129,975 | ||
Common stock, shares, issued | 2,230,025 | ||
Common stock, shares, outstanding | 2,230,025 | ||
Common stock subject to possible conversion share | 3,080,100 | ||
Voting rights | Holders of the Company's common stock are entitled to one vote for each common share. | ||
Over-Allotment Option [Member] | |||
Stockholders' Equity (Textual) | |||
Overallotment expired date | 10-Oct-14 | ||
Number of options exercised | 80,100 | ||
Number of shares not subject to cancelled or forfeited | 20,025 |