Document_and_Entity_Informatio
Document and Entity Information | 3 Months Ended | |
Jan. 31, 2015 | Mar. 30, 2015 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | FinTech Acquisition Corp | |
Entity Central Index Key | 1614818 | |
Amendment Flag | FALSE | |
Current Fiscal Year End Date | -21 | |
Document Type | 10-Q | |
Document Period End Date | 31-Jan-15 | |
Document Fiscal Year Focus | 2015 | |
Document Fiscal Period Focus | Q1 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Common Stock, Shares Outstanding | 13,733,333 |
Condensed_Balance_Sheets
Condensed Balance Sheets (USD $) | Jan. 31, 2015 | Oct. 31, 2014 | ||
ASSETS | ||||
Current assets - Cash and cash equivalents | $29,223 | $4,738 | ||
Non-current assets - Deferred offering costs | 404,799 | 221,225 | ||
Total assets | 434,022 | 225,963 | ||
Current liabilities | ||||
Accounts payable and accrued expenses | 27,207 | 20,783 | ||
Loan from sponsor | 69,211 | 25,294 | ||
Accrued offering costs | 347,717 | 183,475 | ||
Total Liabilities | 444,135 | 229,552 | ||
Stockholders' deficit | ||||
Preferred stock, $0.001 par value, 5,000,000 shares authorized none issued and outstanding | ||||
Common stock, $0.001 par value, 100,000,000 shares authorized; 3,933,333 and 3,916,667 shares issued and outstanding at January 31, 2015 and October 31, 2014, respectively (1) | 3,933 | [1] | 3,917 | [1] |
Additional paid-in capital | 21,317 | 21,083 | ||
Accumulated deficit | -35,363 | -28,589 | ||
Total stockholder's deficit | -10,113 | -3,589 | ||
Total liabilities and stockholder's deficit | $434,022 | $225,963 | ||
[1] | Includes an aggregate of 500,000 shares forfeited by the initial stockholders on March 29, 2015. The shares were forfeited because the underwriter's over-allotment option expired and was not exercised (Note 5). |
Condensed_Balance_Sheets_Paren
Condensed Balance Sheets (Parenthetical) (USD $) | Jan. 31, 2015 | Oct. 31, 2014 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value | $0.00 | $0.00 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, shares issued | ||
Preferred stock, shares outstanding | ||
Common stock, par value | $0.00 | $0.00 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 393,333 | 3,916,667 |
Common stock, shares outstanding | 3,933,333 | 3,916,667 |
Condensed_Statement_of_Operati
Condensed Statement of Operations (USD $) | 3 Months Ended | |||
Jan. 31, 2015 | Jan. 31, 2014 | |||
Income Statement [Abstract] | ||||
Formation, general & administrative costs | $6,774 | |||
Net loss | ($6,774) | |||
Weighted average number of common shares outstanding - basic and diluted (1) | 3,433,333 | [1] | 3,433,333 | [1] |
Net loss per common share-basic and diluted | $0 | $0 | ||
[1] | Excludes an aggregate of 500,000 shares forfeited by the initial stockholders on March 29, 2015. The shares were forfeited because the underwriter's over-allotment option expired and was not exercised (Note 5). |
Statement_of_Operations_Parent
Statement of Operations (Parenthetical) | 3 Months Ended |
Jan. 31, 2015 | |
Income Statement [Abstract] | |
Shares subject to forfeiture by stockholders | 500,000 |
Condensed_Statement_of_Cash_Fl
Condensed Statement of Cash Flows (USD $) | 3 Months Ended | |
Jan. 31, 2015 | Jan. 31, 2014 | |
Cash flows from operating activities: | ||
Net loss | ($6,774) | |
Changes in operating assets and liabilities: | ||
Accounts payable and accrued expenses | 6,424 | |
Net cash used in operating activities | -350 | |
Cash flows from financing activities: | ||
Cash paid for deferred offering costs | -18,363 | |
Loan from sponsor | 42,948 | |
Proceeds from stock issuance | 250 | |
Net cash provided by financing activities | 24,835 | |
Net increase in cash and cash equivalents | 24,485 | |
Cash and cash equivalents at beginning of the period | 4,738 | |
Cash and cash equivalents at end of the period | 29,223 | |
Supplemental disclosure of non-cash financing activities: | ||
Deferred offering costs included in accrued offering costs | 164,242 | |
Loan from sponsor used to pay deferred offering costs | 969 | |
Loan to sponsor for issuance of common stock | $112 |
Description_of_Organization_an
Description of Organization and Business Operations | 3 Months Ended | |
Jan. 31, 2015 | ||
Description of Organization and Business Operations [Abstract] | ||
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | 1 | DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS |
FinTech Acquisition Corp. (the “Company”) is a blank check company incorporated in Delaware on November 1, 2013. The Company was formed for the purpose of acquiring, through a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, exchangeable share transaction or other similar business transaction, one or more operating businesses or assets that the Company has not yet identified (a “Business Combination”). The Company has neither engaged in any operations nor generated significant revenue to date. | ||
The registration statement for the Company’s initial public offering (“Initial Public Offering”) was declared effective on February 12, 2015. The Company consummated the Initial Public Offering of 10,000,000 units (“Units”) at $10.00 per Unit on February 19, 2015, generating gross proceeds of $100,000,000, which is described in Note 3. | ||
Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 300,000 Units (the “Placement Units”) at a price of $10.00 per Unit in a private placement to FinTech Investor Holdings, LLC (the “Sponsor”) and Cantor Fitzgerald & Co. (“Cantor Fitzgerald”), the underwriter for the Initial Public Offering, generating gross proceeds of $3,000,000, which is described in Note 4. | ||
Transaction costs amounted to $7,668,160, inclusive of $2,000,000 of underwriting fees, $5,000,000 of deferred underwriting fees payable, and $668,160 of Initial Public Offering costs. As described in Note 6, the $5,000,000 deferred underwriting fee payable is contingent upon the consummation of an initial Business Combination by August 19, 2016. As described in Note 6, payment of $50,000 of the deferred legal fees payable is also contingent upon the consummation of an initial Business Combination by August 19, 2016. In addition, at February 19, 2015, $528,302 of cash was held outside of the Trust Account (as defined below) and was available for the payment of offering costs, repayment of loan from Sponsor, and to fund operations. | ||
Following the closing of the Initial Public Offering on February 19, 2015, an amount of $100,000,000 ($10.00 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the Placement Units was placed in a trust account (“Trust Account”) and is invested in U.S. “government securities,” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940 (the “1940 Act”) with a maturity of 180 days or less or in any open ended investment company that holds itself out as a money market fund selected by the Company meeting the conditions of paragraphs (c)(2), (c)(3) and (c)(4) of Rule 2a-7 of the 1940 Act, as determined by the Company, until the earlier of: (i) the consummation of a Business Combination or (ii) the distribution of the funds held in the Trust Account as described below. | ||
The Company’s management has broad discretion with respect to the specific application of the net proceeds of its Initial Public Offering and placements units, although substantially all of the net proceeds are intended to be applied generally 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 equal to at least 80% of the balance in the Trust Account at the time of the execution of a definitive agreement for such Business Combination. There is no assurance that the Company will be able to successfully effect a Business Combination. | ||
The Company may not submit the proposed initial Business Combination for shareholder approval, unless required by law or stock exchange listing requirements. The Company expects to proceed with a Business Combination if it is approved by the board of directors. If the Company is required to seek shareholder approval in connection with its initial Business Combination, the Company will proceed with a Business Combination only if a majority of the outstanding shares are voted in favor of the Business Combination. In connection with such a vote, the Company will provide its stockholders with the opportunity to redeem their shares of its common stock upon the consummation of the initial Business Combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including any amounts representing interest earned on the Trust Account not previously released to the Company, divided by the number of then outstanding shares of common stock that were sold as part of the Units in the Initial Public Offering. These shares of common stock will be recorded at a redemption value and classified as temporary equity upon the completion of the Initial Public Offering, in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480 “Distinguishing Liabilities from Equity.” However, in no event will the Company redeem its public shares in an amount that would cause its net tangible assets to be less than $5,000,001, and in any event, the terms of any proposed Business Combination may require the Company’s net tangible assets to be greater than $5,000,001. The Company’s officers and directors, and the Sponsor, Daniel Cohen, Betsy Cohen, Frank Mastrangelo, James J. McEntee and DGC Family FinTech Trust (together the “Initial Shareholders”), have agreed, if the Company is required to seek shareholder approval of its Business Combination, to vote shares held by them in favor of approving a Business Combination. | ||
The Company has until August 19, 2016 to consummate its initial Business Combination. If the Company is unable to consummate an initial Business Combination by August 19, 2016, the Company will (i) cease all operations except for the purposes of winding up of its affairs; (ii) distribute the aggregate amount then on deposit in the Trust Account, including any portion of the interest earned thereon which was not previously used for working capital or to pay dissolution expenses or taxes, pro rata to the public shareholders by way of redemption of the public shares (which redemption would completely extinguish such holders’ rights as shareholders, including the right to receive further liquidation distributions, if any); and (iii) as promptly as possible following such redemption, dissolve and liquidate the balance of the Company’s net assets to its remaining shareholders, as part of its plan of dissolution and liquidation. | ||
The Initial Shareholders and Cantor Fitzgerald have agreed to waive their redemption rights with respect to the Founder Shares (as defined in Note 5 below) and Placement Units (i) in connection with the consummation of a Business Combination, (ii) if the Company fails to consummate a Business Combination by August 19, 2016 and (iii) upon the Company’s liquidation prior August 19, 2016. The Initial Shareholders have also agreed to waive their redemption rights with respect to any public shares acquired in or after the Initial Public Offering in connection with a Business Combination. However, the Initial Shareholders will be entitled to redemption rights with respect to public shares if the Company fails to consummate a Business Combination or liquidates by August 19, 2016, and Cantor Fitzgerald will have the same redemption rights as a public stockholder with respect to any public shares it acquires in or after the Initial Public Offering. Cantor Fitzgerald has also agreed to waive its rights to its Initial Public Offering deferred underwriting commissions held in the Trust Account in the event the Company does not consummate a Business Combination by August 19, 2016 and, in such event, such amounts will be included with the funds held in the Trust Account that will be available to fund the redemption of the public shares. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be less than the price per Unit in the Initial Public Offering. 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 service rendered, contracted for or products sold to the Company. However, he may not be able to satisfy those obligations should they arise. | ||
Notwithstanding the foregoing redemption rights, if the Company seeks stockholder approval of its initial Business Combination and it does not conduct redemptions in connection with its Business Combination pursuant to the tender offer rules, the Company’s amended and restated certificate of incorporation provides that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Exchange Act), will be restricted from redeeming its shares with respect to any shares held in excess of an aggregate of 20.0% or more of the shares sold in the Initial Public Offering. However, there is no restriction on the Company’s stockholders’ ability to vote all of their shares for or against a Business Combination. | ||
Summary_of_Significant_Account
Summary of Significant Accounting Policies | 3 Months Ended | |
Jan. 31, 2015 | ||
Summary of Significant Accounting Policies [Abstract] | ||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 2 | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
Basis of presentation | ||
The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and the Securities and Exchange Commission’s (“SEC”) reporting requirements under Article 10 of Regulation S-X. The accompanying financial statements should be read in conjunctions with the audited financial statements for the year ended October 31, 2014 contained in the Company’s Form S-1 filed with the SEC on January 14, 2015. | ||
The financial information is unaudited. In the opinion of management, all adjustments (which include normal recurring adjustments) necessary to present fairly the financial position as of January 31, 2015 and the results of operations and cash flows presented herein have been included in the financial statements. | ||
Net loss per common share | ||
The Company complies with accounting and disclosure requirements of FASB ASC 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 excluding shares of common stock forfeited by certain of our Initial Shareholders subsequent to the period end. At January 31, 2015, 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. | ||
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. | ||
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 Securities Exchange Act of 1934, as amended, or 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 an 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. | ||
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. At January 31, 2015, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. | ||
Fair value of financial instruments | ||
The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet, primarily due to their short-term nature. | ||
Cash and cash equivalents | ||
The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. | ||
Deferred offering costs | ||
Deferred offering costs consist of legal fees and offering expenses incurred through the balance sheet date that are directly related to the Initial Public Offering that were charged to stockholders’ equity upon the completion of the Initial Public Offering. | ||
Income taxes | ||
The Company complies with the accounting and reporting requirements of FASB ASC 740 “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. | ||
FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of January 31, 2015. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. | ||
The Company may be subject to potential examination by U.S. federal, U.S. state, U.S. city or foreign jurisdiction authorities in the areas of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with U.S. federal, U.S. state, U.S. city and foreign tax laws. The Company files income tax returns with U.S. federal, Delaware, New York, and New York City jurisdictions. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. | ||
The Company’s policy for recording interest and penalties associated with audit is to record such expense as a component of income tax expense. There were no amounts accrued for penalties or interest as of January 31, 2015. | ||
Recently issued accounting pronouncements | ||
In August 2014, the FASB issued ASU 2014-15, “Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern” (“ASU 2014-15”). ASU 2014-15 provides guidance on management’s responsibility in evaluating whether there is substantial doubt about a company’s ability to continue as a going concern and about related footnote disclosures. For each reporting period, management will be required to evaluate whether there are conditions or events that raise substantial doubt about a company’s ability to continue as a going concern within one year from the date the financial statements are issued. The amendments in ASU 2014-15 are effective for annual reporting periods ending after December 15, 2016, and for annual and interim periods thereafter. Early adoption is permitted. The Company will adopt the methodologies prescribed by ASU 2014-15 by the date required, and does not anticipate that the adoption of ASU 2014-15 will have a material effect on its financial position or results of operations. | ||
The Company does not expect the adoption of recently issued accounting pronouncements to have a significant impact on the Company’s results of operations, financial position or cash flow. | ||
Initial_Public_Offering
Initial Public Offering | 3 Months Ended | |
Jan. 31, 2015 | ||
Initial Public Offering [Abstract] | ||
INITIAL PUBLIC OFFERING | 3 | INITIAL PUBLIC OFFERING |
On February 19, 2015, the Company sold 10,000,000 Units in its Initial Public Offering. Each Unit consists of one share of the Company’s common stock, $0.001 par value (“Common Stock”), and one redeemable common stock purchase warrant (“Public Warrants”). Each Public Warrant entitles the holder to purchase one share of common stock at an exercise price of $12.00 and will become exercisable on the later of (a) 30 days after the consummation of the initial Business Combination, or (b) 12 months from the closing of the Initial Public Offering. The Public Warrants expire at 5:00 p.m., New York time, five years after the consummation of the Initial Business Combination or earlier upon redemption or liquidation. On the exercise of any Public Warrant, the Public Warrant exercise price will be paid directly to the Company and not placed in the Trust Account. The Public Warrants will be redeemable by the Company at a price of $0.01 per warrant upon 30 days prior written notice after the Public Warrants become exercisable, only in the event that the last sale price of the common stock equals or exceeds $18.00 per share for any 20 trading days within a 30-trading day period ending on the third business day prior to the date on which notice of redemption is given. The Company will not redeem the Public Warrants unless it has an effective and current registration statement covering the shares of common stock issuable upon exercise of the Public Warrants and a current prospectus relating to such shares of common stock is available and current throughout the 30-day redemption period. If the Company does not complete a Business Combination, then the Public Warrants will expire worthless. The Company has classified the Public Warrants within permanent equity as additional paid-in capital in accordance with ASC 815-40 “Derivatives and Hedging.” | ||
Private_Placement
Private Placement | 3 Months Ended | |
Jan. 31, 2015 | ||
Private Placement [Abstract] | ||
PRIVATE PLACEMENT | 4 | PRIVATE PLACEMENT |
Simultaneously with the consummation of the Initial Public Offering, the Sponsor and Cantor Fitzgerald purchased 300,000 Placement Units (200,000 Placement Units by the Sponsor and 100,000 Placement Units by Cantor Fitzgerald), each consisting of one share of Common Stock (each a “Placement Share”) and one warrant (each, a “Placement Warrant”) to purchase one share of Common Stock exercisable at $12.00 per share, at a price of $10.00 per unit in a private placement. The total purchase price for the Placement Units was $3 million. There are no redemption rights or rights to liquidating distributions from the Trust Account with respect to the Placement Shares or Placement Warrants. | ||
The Placement Units and their component securities are the same as the Units sold in the Initial Public Offering and their component securities except that they are not transferable, assignable or salable until 30 days after the consummation of the initial Business Combination, subject to certain limited exceptions, and the Placement Warrants are non-redeemable so long as they are held by the Sponsor, Cantor Fitzgerald, or their permitted transferees. If the Placement Warrants are held by someone other than the Sponsor, Cantor Fitzgerald, or their permitted transferees, the Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants. |
Related_Party_Transactions
Related Party Transactions | 3 Months Ended | |
Jan. 31, 2015 | ||
Related Party Transactions [Abstract] | ||
RELATED PARTY TRANSACTIONS | 5 | RELATED PARTY TRANSACTIONS |
Founder Shares | ||
On November 1, 2013, the Company issued an aggregate of 112 shares of common stock to certain of the Initial Shareholders for an aggregate purchase price of $112; on July 2, 2014, the Company issued an aggregate of 3,916,555 shares of common stock to certain of the Initial Shareholders for an aggregate purchase price of $24,888; and, on January 12, 2015, the Company issued 16,666 shares of common stock to the Sponsor for an aggregate purchase price of $250 (collectively, the “Founder Shares”). On March 29, 2015, the underwriter did not exercise its overallotment option, and the Initial Shareholders, pursuant to a written agreement with the Company, forfeited an aggregate of 500,000 Founder Shares. | ||
The Founder Shares are identical to the shares of Common Stock included in the Units sold in the Initial Public Offering, except that (1) the Founder Shares are subject to certain transfer restrictions, as described in more detail below, and (2) the Initial Shareholders have waived their redemption rights with respect to their Founder Shares (i) in connection with the consummation of a Business Combination, (ii) if the Company fails to consummate a Business Combination by August 19, 2016 and (iii) upon the Company’s liquidation prior by August 19, 2016. If the Company submits the initial Business Combination to the Company’s public shareholders for a vote, the Initial Shareholders have agreed to vote their Founder Shares, any public shares they hold, and in the case of the Sponsor, its Placement Shares, in favor of the initial Business Combination. | ||
The Initial Shareholders have agreed not to transfer, assign or sell any of their Founder Shares (except to permitted transferees) until (i) with respect to 20% of such shares, upon consummation of the Company’s initial Business Combination, (ii) with respect to 20% of such shares, when the closing price of the Company’s Common Stock exceeds $12.00 for any 20 trading days within a 30-trading day period following the consummation of the initial Business Combination, (iii) with respect to 20% of such shares, when the closing price of the Company’s common stock exceeds $13.50 for any 20 trading days within a 30-trading day period following the consummation of the initial Business Combination, (iv) with respect to 20% of such shares, when the closing price of the Company’s common stock exceeds $15.00 for any 20 trading days within a 30-trading day period following the consummation of the initial Business Combination and (v) with respect to 20% of such shares, when the closing price of the Company’s Common Stock exceeds $17.00 for any 20 trading days within a 30-trading day period following the consummation of the initial Business Combination or earlier, in any case, if, following a Business Combination, the Company engages in a subsequent transaction (1) resulting in the Company’s shareholders having the right to exchange their shares for cash or other securities or (2) involving a consolidation, merger or other change in the majority of the Company’s board of directors or management team in which the company is the surviving entity. | ||
The Initial Shareholders and holders of Placement Units are entitled to registration rights as described in Note 6. | ||
Loan from Sponsor | ||
In order to finance organizational costs and other costs relating to the Initial Public Offering, the Sponsor committed to loan the Company funds as may be required, to a maximum of $500,000. These loans were non-interest bearing, unsecured and payable on the earlier of March 31, 2015 or the consummation of the Initial Public Offering. At January 31, 2015, the balance outstanding was $69,211. Subsequent to January 31, 2015, the Sponsor paid an additional $70,000 for expenses related to the Initial Public Offering. The outstanding balance was repaid at or shortly following the consummation of the Initial Public Offering on February 19, 2015. | ||
In order to finance transaction costs in connection with an intended initial Business Combination, the Sponsor has committed to loan the Company funds as may be required, to a maximum of $750,000. If the Company consummates an initial Business Combination, the Company will repay such loaned amounts. If the Company does not consummate an initial Business Combination, the Company may use a portion of any working capital held outside the Trust Account to repay such loaned amounts; however, no proceeds from the Trust Account may be used for such repayment, other than interest income earned thereon. If such funds are insufficient to repay the full amount loaned, the unpaid amounts would be forgiven. Any part or all of such loans may be convertible into additional warrants at $0.75 per warrant (a maximum of 1,000,000 warrants if the full $750,000 is loaned and that amount is converted into warrants) of the post-business combination entity at the option of the lender. The warrants would be identical to the Placement Warrants. | ||
Private Placement | ||
On January 12, 2015, the Company entered into an amended and restated subscription agreement with the Sponsor providing for the purchase by the Sponsor of 200,000 Placement Units at a price of $10.00 per Unit in a private placement transaction, which is described further in Note 4. | ||
Commitments_and_Contingencies
Commitments and Contingencies | 3 Months Ended | |
Jan. 31, 2015 | ||
Commitments and Contingencies [Abstract] | ||
COMMITMENTS & CONTINGENCIES | 6 | COMMITMENTS & CONTINGENCIES |
Registration Rights | ||
Pursuant to a registration rights agreement entered into on February 12, 2015, the holders of the Founder Shares, as well as the holders of the Placement Units (and any underlying securities) and any warrants that may be issued upon conversion of working capital loans made to the Company by the Sponsor, are entitled to registration rights. The holders are entitled to make up to three demands, excluding short form registration demands. In addition, these holders will have “piggy-back” registration rights allowing them to include their securities in other registration statements filed by us. The Company will bear the costs and expenses of filing any such registration statements. | ||
The Company has agreed that, as soon as practicable, but in no event later than 15 business days after the closing of the initial Business Combination, the Company will use their best efforts to file with the SEC a post-effective amendment to the registration statement for the Initial Public Offering, or a new registration statement, for the registration, under the Securities Act, of the shares of Common Stock issuable upon exercise of the Public Warrants, and the Company will use their best efforts to take such action as is necessary to register or qualify for sale, in those states in which the warrants were initially offered, the shares of Common Stock issuable upon exercise of the warrants, to the extent an exemption therefrom is not available. | ||
Underwriting Agreement | ||
The Company granted the underwriters a 45-day option to purchase up to 1,500,000 additional Units to cover the overallotments at the Initial Public Offering price less the underwriting discounts and commissions. The underwriters’ overallotment expired on March 29, 2015 and was not exercised. | ||
The underwriters received an underwriting discount of two percent (2.0%) of the gross proceeds of the Initial Public Offering, excluding any amounts raised pursuant to the overallotment option. In addition, the underwriters will be entitled to a deferred fee of (i) five percent (5.0%) of the gross proceeds of the Initial Public Offering. If no Business Combination is consummated within 18 months of the completion of the Initial Public Offering, the deferred underwriting fee will not be paid, and the amount of such fee will be available to fund the redemption of shares owned by the public stockholders. | ||
Deferred Legal Fees | ||
The Company has committed to pay its attorneys a deferred legal fee of $125,000 upon the consummation of an initial Business Combination for services performed in connection with the Initial Public Offering. If no Business Combination is consummated within 18 months of the completion of the Initial Public Offering, the Company will only be obligated to pay $75,000 of such fees, and its attorneys have agreed to waive $50,000 of the $125,000 deferred legal fee. | ||
Stockholders_Equity
Stockholder's Equity | 3 Months Ended | |
Jan. 31, 2015 | ||
Stockholders' Equity [Abstract] | ||
STOCKHOLDER'S EQUITY | 7 | STOCKHOLDER’S EQUITY |
Preferred Stock — The Company is authorized to issue 5,000,000 shares of preferred stock with a par value of $0.001 per share in one or more series. At January 31, 2015, there were no preferred shares outstanding. | ||
Common Stock — The Company is authorized to issue 100,000,000 shares of Common Stock with a par value of $0.001 per share. Holders of the Company’s Common Stock are entitled to one vote for each common share. At January 31, 2015, there were 3,933,333 shares of Common Stock issued and outstanding, of which 500,000 Founder Shares were forfeited by certain Initial Stockholders on March 29, 2015. The shares were forfeited because the underwriters’ overallotment expired and was not exercised. | ||
Revised_Prior_Period_Amounts
Revised Prior Period Amounts | 3 Months Ended | ||||||||
Jan. 31, 2015 | |||||||||
Revised Prior Period Amounts [Abstract] | |||||||||
REVISED PRIOR PERIOD AMOUNTS | 8 | REVISED PRIOR PERIOD AMOUNTS | |||||||
During the preparation of the February 19, 2015 balance sheet filed with Form 8-K, the Company identified an error related to the overstatement of accrued expenses. The error reported in the income statement amounted to $13,575 of additional formation, general & administrative costs for the year ended October 31, 2014. In addition, accounts payable and accrued expenses was overstated by $13,575 at October 31, 2014. | |||||||||
In accordance with SEC Staff Accounting Bulletin Nos. 99 and 108 (“SAB 99” and “SAB 108”), the Company has evaluated these errors, based on an analysis of quantitative and qualitative factors, as to whether they were material to each of the prior reporting periods affected and if amendments of previously filed registration statements with the SEC are required. The Company has determined that though quantitatively material to the previous period, qualitatively the Company believes the overstatement of accrued expenses would not have influenced an investor’s decision making process. In accordance with SAB 108, the Company will include this revised financial information when it files subsequent reports on Form 10-Q and Form 10-K or files a registration statement under the Securities Act of 1933, as amended. | |||||||||
A summary of the effects of the correction on the financial statements as of and for the year ended October 31, 2014 are presented in the table below: | |||||||||
As Previously Reported | As Corrected | ||||||||
Accounts payable and accrued expense | $ | 34,358 | $ | 20,783 | |||||
Accumulated deficit | $ | (42,164 | ) | $ | (28,589 | ) | |||
Formation, general & administrative costs | $ | 42,164 | $ | 28,589 | |||||
Net loss | $ | (42,164 | ) | $ | (28,589 | ) | |||
Subsequent_Events
Subsequent Events | 3 Months Ended | |
Jan. 31, 2015 | ||
Subsequent Events [Abstract] | ||
SUBSEQUENT EVENTS | 9 | SUBSEQUENT EVENTS |
The Company evaluates subsequent events and transactions that occur after the balance sheet date up to the date the financial statements are filed for potential recognition or disclosure. Any material events that occur between the balance sheet date and filing date are disclosed as subsequent events, while the financial statements only reflect any conditions that exist at the balance sheet date. Based upon this review, except as discussed elsewhere, the Company did not identify any recognized or non-recognized subsequent events that would have required adjustment or disclosure in the financial statements. | ||
Summary_of_Significant_Account1
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Jan. 31, 2015 | |
Summary of Significant Accounting Policies [Abstract] | |
Basis of presentation | Basis of presentation |
The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) and the Securities and Exchange Commission’s (“SEC”) reporting requirements under Article 10 of Regulation S-X. The accompanying financial statements should be read in conjunctions with the audited financial statements for the year ended October 31, 2014 contained in the Company’s Form S-1 filed with the SEC on January 14, 2015. | |
The financial information is unaudited. In the opinion of management, all adjustments (which include normal recurring adjustments) necessary to present fairly the financial position as of January 31, 2015 and the results of operations and cash flows presented herein have been included in the financial statements. | |
Net loss per common share | Net loss per common share |
The Company complies with accounting and disclosure requirements of FASB ASC 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 excluding shares of common stock forfeited by certain of our Initial Shareholders subsequent to the period end. At January 31, 2015, 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. | |
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. | |
Emerging growth company | 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 Securities Exchange Act of 1934, as amended, or 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 an 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. | |
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. At January 31, 2015, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts. | |
Fair value of financial instruments | Fair value of financial instruments |
The fair value of the Company’s assets and liabilities, which qualify as financial instruments under FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet, primarily due to their short-term nature. | |
Cash and cash equivalents | Cash and cash equivalents |
The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. | |
Deferred offering costs | Deferred offering costs |
Deferred offering costs consist of legal fees and offering expenses incurred through the balance sheet date that are directly related to the Initial Public Offering that were charged to stockholders’ equity upon the completion of the Initial Public Offering. | |
Income taxes | Income taxes |
The Company complies with the accounting and reporting requirements of FASB ASC 740 “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. | |
FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. There were no unrecognized tax benefits as of January 31, 2015. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. | |
The Company may be subject to potential examination by U.S. federal, U.S. state, U.S. city or foreign jurisdiction authorities in the areas of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with U.S. federal, U.S. state, U.S. city and foreign tax laws. The Company files income tax returns with U.S. federal, Delaware, New York, and New York City jurisdictions. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months. | |
The Company’s policy for recording interest and penalties associated with audit is to record such expense as a component of income tax expense. There were no amounts accrued for penalties or interest as of January 31, 2015. | |
Recently issued accounting pronouncements | Recently issued accounting pronouncements |
In August 2014, the FASB issued ASU 2014-15, “Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern” (“ASU 2014-15”). ASU 2014-15 provides guidance on management’s responsibility in evaluating whether there is substantial doubt about a company’s ability to continue as a going concern and about related footnote disclosures. For each reporting period, management will be required to evaluate whether there are conditions or events that raise substantial doubt about a company’s ability to continue as a going concern within one year from the date the financial statements are issued. The amendments in ASU 2014-15 are effective for annual reporting periods ending after December 15, 2016, and for annual and interim periods thereafter. Early adoption is permitted. The Company will adopt the methodologies prescribed by ASU 2014-15 by the date required, and does not anticipate that the adoption of ASU 2014-15 will have a material effect on its financial position or results of operations. | |
The Company does not expect the adoption of recently issued accounting pronouncements to have a significant impact on the Company’s results of operations, financial position or cash flow. |
Revised_Prior_Period_Amounts_T
Revised Prior Period Amounts (Tables) | 3 Months Ended | ||||||||
Jan. 31, 2015 | |||||||||
Revised Prior Period Amounts [Abstract] | |||||||||
Schedule of correction on financial statements | As Previously Reported | As Corrected | |||||||
Accounts payable and accrued expense | $ | 34,358 | $ | 20,783 | |||||
Accumulated deficit | $ | (42,164 | ) | $ | (28,589 | ) | |||
Formation, general & administrative costs | $ | 42,164 | $ | 28,589 | |||||
Net loss | $ | (42,164 | ) | $ | (28,589 | ) | |||
Description_of_Organization_an1
Description of Organization and Business Operations (Details) (USD $) | 3 Months Ended |
Jan. 31, 2015 | |
Description of Organization and Business Operations (Textual) | |
Number of unit issued in private placement | 1,500,000 |
Redemption of common stock percentage | 80.00% |
Underwriting fees | $2,000,000 |
Transaction costs | 7,668,160 |
Payment of deferred underwriting fees | 5,000,000 |
Payment of deferred legal fees | 50,000 |
Cash held in trust Account | 528,302 |
Business acquisitions purchase price allocation net tangible assets | 5,000,001 |
Initial business combination consummate date | 19-Aug-16 |
Cantor Fitzgerald [Member] | |
Description of Organization and Business Operations (Textual) | |
Sale of stock, units price per share | $10 |
Number of unit issued in private placement | 3,000,000 |
Gross proceeds from private placement | 3,000,000 |
Initial Public Offering (Member) | |
Description of Organization and Business Operations (Textual) | |
Initial public offering | 10,000,000 |
Sale of stock, units price per share | $10 |
Gross proceeds from public offerings | 100,000,000 |
Public offering cost | $668,160 |
Summary_of_Significant_Account2
Summary of Significant Accounting Policies (Details) (USD $) | 3 Months Ended |
Jan. 31, 2015 | |
Summary of Significant Accounting Policies (Textual) | |
Federal depository insurance coverage | $250,000 |
Initial_Public_Offering_Detail
Initial Public Offering (Details) (USD $) | 3 Months Ended | 0 Months Ended | |
Jan. 31, 2015 | Feb. 19, 2015 | Oct. 31, 2014 | |
Initial Public Offering (Textual) | |||
Offering for sale | 1,500,000 | ||
Common stock, par value | $0.00 | $0.00 | |
IPO [Member] | |||
Initial Public Offering (Textual) | |||
Sale of stock, units price per share | $10 | ||
Subsequent Event [Member] | IPO [Member] | |||
Initial Public Offering (Textual) | |||
Offering for sale | 10,000,000 | ||
Sale of stock, description of transaction | Each Public Warrant entitles the holder to purchase one share of common stock at an exercise price of $12.00 and will become exercisable on the later of (a) 30 days after the consummation of the initial Business Combination, or (b) 12 months from the closing of the Initial Public Offering. | ||
Sale of stock, units price per share | $12 | ||
Subsequent Event [Member] | IPO [Member] | Warrant [Member] | |||
Initial Public Offering (Textual) | |||
Common stock, par value | $0.01 | ||
Sale of stock, description of transaction | The Public Warrants will be redeemable by the Company at a price of $0.01 per warrant upon 30 days prior written notice after the Public Warrants become exercisable, only in the event that the last sale price of the common stock equals or exceeds $18.00 per share for any 20 trading days within a 30-trading day period ending on the third business day prior to the date on which notice of redemption is given. | ||
Warrant expiration period | 5 years |
Private_Placement_Details
Private Placement (Details) (USD $) | 0 Months Ended | 3 Months Ended |
In Millions, except Share data, unless otherwise specified | Jan. 12, 2015 | Jan. 31, 2015 |
Subsidiary, Sale of Stock [Line Items] | ||
Offering for sale | 1,500,000 | |
Private Placement [Member] | ||
Subsidiary, Sale of Stock [Line Items] | ||
Offering for sale | 200,000 | 300,000 |
Total value of sale of units | $3 | |
Sale of stock, units price per share | $10 | $1 |
Initial offering period | 30 days | |
Sponsor [Member] | Private Placement [Member] | ||
Subsidiary, Sale of Stock [Line Items] | ||
Offering for sale | 200,000 | |
Sale of stock, units price per share | $12 | |
Cantor Fitzgerald [Member] | Private Placement [Member] | ||
Subsidiary, Sale of Stock [Line Items] | ||
Offering for sale | 100,000 | |
Sale of stock, units price per share | $10 |
Related_Party_Transactions_Det
Related Party Transactions (Details) (USD $) | 3 Months Ended | 0 Months Ended | |||
Jan. 31, 2015 | Jan. 12, 2015 | Oct. 31, 2014 | Jul. 02, 2014 | Oct. 31, 2013 | |
Related Party Transactions [Textual] | |||||
Common stock, share | 16,666 | 3,916,555 | 112 | ||
Common stock, values | $250 | $24,888 | $112 | ||
Share subjected for forfeiture | 500,000 | ||||
Loan from sponsor | 69,211 | 25,294 | |||
Additional loan from sponsor for expenses related to intial public offering | 70,000 | ||||
Converted into warrants | $750,000 | ||||
Warrant per shares | $0.75 | ||||
Additional warrants, shares | 1,000,000 | ||||
Share purchased sponsor | 1,500,000 | ||||
Private Placement [Member] | |||||
Related Party Transactions [Textual] | |||||
Share purchased sponsor | 300,000 | 200,000 | |||
Share purchased sponsor, per unit price | $1 | $10 | |||
Founder Shares [Member] | |||||
Related Party Transactions [Textual] | |||||
Sale of stock, description of transaction | The Initial Shareholders have agreed not to transfer, assign or sell any of their Founder Shares (except to permitted transferees) until (i) with respect to 20% of such shares, upon consummation of the Company's initial Business Combination, (ii) with respect to 20% of such shares, when the closing price of the Company's Common Stock exceeds $12.00 for any 20 trading days within a 30-trading day period following the consummation of the initial Business Combination, (iii) with respect to 20% of such shares, when the closing price of the Company's common stock exceeds $13.50 for any 20 trading days within a 30-trading day period following the consummation of the initial Business Combination, (iv) with respect to 20% of such shares, when the closing price of the Company's common stock exceeds $15.00 for any 20 trading days within a 30-trading day period following the consummation of the initial Business Combination and (v) with respect to 20% of such shares, when the closing price of the Company's Common Stock exceeds $17.00 for any 20 trading days within a 30-trading day period following the consummation of the initial Business Combination or earlier, in any case, if, following a Business Combination. |
Commitments_and_Contingencies_
Commitments and Contingencies (Details) (USD $) | 3 Months Ended |
Jan. 31, 2015 | |
Commitments and Contingencies [Textual] | |
Additional units sale to cover overallotments | 1,500,000 |
Underwriting discount | 2.00% |
Commitments towards underwritters | In addition, the underwriters will be entitled to a deferred fee of (i) five percent (5.0%) of the gross proceeds of the Initial Public Offering. |
Commitments to play deferred leagal fee to pay attorneys | $125,000 |
Business combination, contingent arrangements regarding deferred legal fee | If no Business Combination is consummated within 18 months of the completion of the Initial Public Offering, the Company will only be obligated to pay $75,000 of such fees, and its attorneys have agreed to waive $50,000 of the $125,000 deferred legal fee. |
Underwriters overallotment expiration date | 29-Mar-15 |
Stockholders_Equity_Details
Stockholder's Equity (Details) (USD $) | 3 Months Ended | |
Jan. 31, 2015 | Oct. 31, 2014 | |
Stockholders Equity [Textual] | ||
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, shares outstanding | ||
Preferred stock, par value | $0.00 | $0.00 |
Common stock, par value | $0.00 | $0.00 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares outstanding | 3,933,333 | 3,916,667 |
Share subjected for forfeiture | 500,000 |
Revised_Prior_Period_Amounts_D
Revised Prior Period Amounts (Details ) (USD $) | 3 Months Ended | 12 Months Ended | |
Jan. 31, 2015 | Jan. 31, 2014 | Oct. 31, 2014 | |
Accounts payable and accrued expenses | $27,207 | $20,783 | |
Accumulated deficit | -35,363 | -28,589 | |
Formation, general & administrative costs | 6,774 | ||
Net loss | -6,774 | ||
Scenario, Previously Reported [Member] | |||
Accounts payable and accrued expenses | 34,358 | ||
Accumulated deficit | -42,164 | ||
Formation, general & administrative costs | 42,164 | ||
Net loss | -42,164 | ||
Restatement Adjustment [Member] | |||
Accounts payable and accrued expenses | 20,783 | ||
Accumulated deficit | -28,589 | ||
Formation, general & administrative costs | 28,589 | ||
Net loss | ($28,589) |
Revised_Prior_Period_Amounts_D1
Revised Prior Period Amounts (Details Textual) (USD $) | 3 Months Ended |
Jan. 31, 2015 | |
General & administrative costs [Member] | |
Revised Prior Period Amounts (Textual) | |
Overstatement error | $13,575 |
Accounts payable and accrued expenses [Member] | |
Revised Prior Period Amounts (Textual) | |
Overstatement error | $13,575 |