Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Feb. 29, 2016 | Apr. 14, 2016 | |
Document And Entity Information | ||
Entity Registrant Name | CB Pharma Acquisition Corp. | |
Entity Central Index Key | 1,619,551 | |
Document Type | 10-Q | |
Trading Symbol | CNLM | |
Document Period End Date | Feb. 29, 2016 | |
Amendment Flag | false | |
Current Fiscal Year End Date | --11-30 | |
Entity a Well-known Seasoned Issuer | No | |
Entity a Voluntary Filer | No | |
Entity's Reporting Status Current | Yes | |
Entity Filer Category | Smaller Reporting Company | |
Entity Common Stock, Shares Outstanding | 5,536,000 | |
Document Fiscal Year Focus | 2,016 | |
Document Fiscal Period Focus | Q1 |
Condensed Balance Sheets (Unaud
Condensed Balance Sheets (Unaudited) - USD ($) | Feb. 29, 2016 | Nov. 30, 2015 |
Current assets | ||
Cash and cash equivalents | $ 15,211 | $ 26,192 |
Prepaid expenses and other assets | 59,597 | 37,328 |
Total current assets | 74,808 | 63,520 |
Cash and marketable securities held in Trust Account | 42,903,990 | 42,873,844 |
Total assets | 42,978,798 | 42,937,364 |
Current Liabilities: | ||
Accounts payable and accrued expenses | 58,062 | 16,780 |
Due to related party | 152,715 | 122,715 |
Note payable to related party | 250,000 | 150,000 |
Total current liabilities | $ 460,777 | $ 289,495 |
Commitments | ||
Ordinary shares subject to possible conversion, $.0001 par value; 3,672,764 and 3,688,039 shares at conversion value at February 29, 2016 and November 30, 2015 | $ 37,518,020 | $ 37,647,868 |
Shareholders' Equity: | ||
Preferred shares, $.0001 par value; 1,000,000 shares authorized; no shares issued and outstanding at February 29, 2016 and November 30, 2015 | ||
Ordinary shares, $.0001 par value; 100,000,000 shares authorized; 1,863,236 and 1,847,961 shares issued and outstanding at February 29, 2016 and November 30, 2015, respectively (excluding 3,672,764 and 3,688,039 shares subject to conversion at February 29, 2016 and November 30, 2015, respectively) | $ 186 | $ 185 |
Additional paid-in capital | 5,522,188 | 5,392,341 |
Accumulated deficit | (522,373) | (392,525) |
Total Shareholders' Equity | 5,000,001 | 5,000,001 |
Total Liabilities and Shareholders' Equity | $ 42,978,798 | $ 42,937,364 |
Condensed Balance Sheets (Unau3
Condensed Balance Sheets (Unaudited) (Parenthetical) - $ / shares | Feb. 29, 2016 | Nov. 30, 2015 |
Statement of Financial Position [Abstract] | ||
Ordinary shares subject to conversion, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Ordinary shares subject to conversion | 3,672,764 | 3,688,039 |
Preferred shares, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred shares, authorized | 1,000,000 | 1,000,000 |
Preferred shares, issued | ||
Preferred shares, outstanding | ||
Ordinary shares, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Ordinary shares, authorized | 100,000,000 | 100,000,000 |
Ordinary shares, issued | 1,863,236 | 1,847,961 |
Ordinary shares, outstanding | 1,863,236 | 1,847,961 |
Condensed Statements of Operati
Condensed Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | ||
Feb. 29, 2016 | Feb. 28, 2015 | ||
Income Statement [Abstract] | |||
Operating costs | $ 158,995 | $ 71,269 | |
Operating cost - related parties | 30,000 | 25,000 | |
Loss from operations | (188,995) | (96,269) | |
Interest income | 59,147 | 15,209 | |
Net loss | $ (129,848) | $ (81,060) | |
Basic and diluted net loss per ordinary share (in dollars per share) | $ (0.07) | $ (0.05) | |
Weighted average shares outstanding, basic and diluted (in shares) | [1] | 1,848,129 | 1,666,159 |
[1] | This number excludes an aggregate of up to 3,672,764 and 3,720,230 shares subject to conversion at February 29, 2016 and February 28, 2015, respectively |
Condensed Statements of Operat5
Condensed Statements of Operations (Unaudited) (Parenthetical) - shares | 3 Months Ended | |
Feb. 29, 2016 | Feb. 28, 2015 | |
Income Statement [Abstract] | ||
Weighted average ordinary shares, subject to possible conversion | 3,672,764 | 3,720,230 |
Condensed Statement of Cash Flo
Condensed Statement of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | |
Feb. 29, 2016 | Feb. 28, 2015 | |
Cash Flows from Operating Activities | ||
Net loss | $ (129,848) | $ (81,060) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Interest income in cash and marketable securities held in Trust Account | (59,147) | (15,209) |
Changes in operating assets and liabilities: | ||
Prepaid expenses and other assets | (22,269) | (99,653) |
Accounts payable and accrued expenses | 41,282 | 15,808 |
Due to related party | 30,000 | |
Net cash used in operating activities | $ (139,982) | (180,114) |
Cash Flows from Investing Activities | ||
Principal deposited in trust account | $ (42,845,000) | |
Interest released from Trust Account | $ 29,001 | |
Net cash provided by (used in) investing activities | 29,001 | $ (42,845,000) |
Cash Flows from Financing Activities | ||
Proceeds from note payable to related party | $ 100,000 | 33,217 |
Repayment of note payable to related party | (200,502) | |
Proceeds from underwriters unit purchase option | 100 | |
Proceeds from initial public offering, net of offering costs | 40,292,131 | |
Proceeds from private placement | 2,860,000 | |
Net cash provided by financing activities | $ 100,000 | 42,984,946 |
Net decrease in cash and cash equivalents | (10,981) | (40,168) |
Cash and cash equivalents - beginning | 26,192 | 100,170 |
Cash and cash equivalents - ending | 15,211 | 60,002 |
Supplemental disclosure of noncash investing and financing activities: | ||
Change in value of ordinary shares subject to possible conversion | $ 129,848 | 37,950,773 |
Reclassification of deferred offering cost to additional paid-in capital | $ 136,837 |
Organization, Plan of Business
Organization, Plan of Business Operations | 3 Months Ended |
Feb. 29, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization, Plan of Business Operations | Note 1 - Organization, Plan of Business Operations CB Pharma Acquisition Corp. (the Company) was incorporated in the Cayman Islands on August 26, 2014 as a blank check company whose objective is to acquire, through a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or other similar business combination, one or more businesses or entities (a Business Combination). The Companys efforts to identify a prospective target business will not be limited to a particular industry or geographic region of the world although the Company is currently focusing on target businesses in North America, Europe, South America and Asia operating in the specialty pharma and generic drug industries. All activity through February 29, 2016 relates to the Companys formation, the initial public offering (Initial Public Offering) as defined below and a search for a Business Combination candidate. On December 12, 2014, the Company changed its fiscal year end from December 31 to November 30. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. The registration statement for the Companys Initial Public Offering was declared effective on December 12, 2014. The Company consummated the Initial Public Offering of 4,000,000 units (Units) at $10.00 per Unit on December 17, 2014, generating gross proceeds of $40,000,000 (Note 3). On December 24, 2014, the Company consummated the closing of the sale of 200,000 additional Units upon receiving notice of EarlyBirdCapital, Inc.s (EBC), the representative of the underwriters in the Initial Public Offering election to exercise its over-allotment option, generated an additional gross proceeds of $2,000,000. Simultaneously with the closing of the Initial Public Offering, the Company consummated the private placement (Private Placement) of 285,000 units (Private Placement Units) at a price of $10.00 per Unit, of which 265,000 Private Placement Units were sold to Fortress Biotech, Inc. (Fortress), formerly known as Coronado Biosciences, Inc., an affiliate of the Companys executive officers and the holder of a majority of the Companys Ordinary Shares prior to the Initial Public Offering, and 20,000 Private Placement Units were sold to EBC, generating an aggregate of $2,850,000 in gross proceeds (Note 4). Following the exercise of the over-allotment, the Company also consummated a simultaneous Private Placement of an additional 1,000 Private Placement Units at a price of $10.00 per Unit to EBC on December 24, 2014, generated $10,000 in additional gross proceeds. The Companys management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the Private Placement, although substantially all of the net proceeds are intended to be applied to consummating a Business Combination. An aggregate amount of $42,845,000 (approximately $10.20 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering, the over-allotment, and the Private Placement Units, net of fees of approximately $1,845,000 associated with the Initial Public Offering, inclusive of $1,365,000 of underwriting fees, was placed in a trust account (Trust Account) and is invested in U.S. government treasury bills, until the earlier of: (i) the consummation of a Business Combination or (ii) the distribution of the Trust Account as described below. Fortress has agreed that it 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, Fortress may not 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 earned on the funds in the Trust Account may be released to the Company to pay its income or other tax obligations and (ii) any remaining interest earned on the funds in the Trust Account may be released to the Company for its working capital requirements. With these exceptions, expenses incurred by the Company may be paid prior to a Business Combination only from the net proceeds of the Initial Public Offering not held in the Trust Account; provided, however, that in order to meet its working capital needs following the consummation of the Initial Public Offering, the Companys shareholders prior to the Initial Public Offering (Initial Shareholders), officers and directors or their affiliates (including Fortress) may, but are not obligated to, loan the Company funds, from time to time or at any time, in whatever amount they deem reasonable in their sole discretion. Each loan would be evidenced by a promissory note. The notes would either be paid upon consummation of the Companys initial Business Combination, without interest, or, at the lenders discretion, up to $500,000 of the notes may be converted upon consummation of the Companys Business Combination into additional Private Placement Units at a price of $10.00 per Unit. If the Company does not complete a Business Combination, the loans would not be repaid. At February 29, 2016, proceeds not held in Trust were approximately $15,000, which excludes interest income of approximately $59,000 from the Companys investments in Trust. The Company will either seek shareholder approval of any Business Combination at a meeting called for such purpose at which holders of the outstanding Ordinary Shares sold in the Initial Public Offering (Public Shareholders) may seek to convert such shares (Public Shares) into their pro rata share of the aggregate amount then on deposit in the Trust Account, less any taxes then due but not yet paid, or provide Public Shareholders with the opportunity to sell their Public Shares to the Company by means of a tender offer for an amount equal to their pro rata share of the aggregate amount then on deposit in the Trust Account, less any taxes then due but not yet paid. The Company will proceed with a Business Combination only if it will have net tangible assets of at least $5,000,001 upon consummation of the Business Combination and, solely if shareholder approval is sought, a majority of the outstanding Ordinary Shares of the Company voted, are voted in favor of the Business Combination. Notwithstanding the foregoing, a Public Shareholder, together with any affiliate of his or any other person with whom he is acting in concert or as a group (as defined in Section 13(d) (3) of the Exchange Act) will be restricted from seeking conversion rights with respect to 30% or more of the Ordinary Shares sold in the Initial Public Offering. Accordingly, all shares purchased by a holder in excess of 30% of the shares sold in the Initial Public Offering will not be converted to cash. In connection with any shareholder vote required to approve any Business Combination, the Initial Shareholders have agreed (i) to vote any of their respective shares, including the 1,050,000 Ordinary Shares sold to the Initial Shareholders in connection with the organization of the Company (the Initial Shares), in favor of the initial Business Combination and (ii) not to convert such respective shares into a pro rata portion of the Trust Account or seek to sell their shares in connection with any tender offer the Company engages in. The Companys Memorandum and Articles of Association provides that the Company will continue in existence only until June 12, 2016. If the Company has not completed a Business Combination by such date, it will trigger the automatic liquidation of the Trust Account and the voluntary liquidation of the Company. If the Company is forced to liquidate prior to a Business Combination, Public Shareholders are entitled to share ratably in the Trust Account, including any interest, and any net assets remaining available for distribution to them after payment of liabilities. The Initial Shareholders have agreed to waive their rights to share in any distribution with respect to their Initial Shares. |
Significant Accounting Policies
Significant Accounting Policies | 3 Months Ended |
Feb. 29, 2016 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | Note 2 - Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with United States generally accepted accounting principles (U.S. GAAP) for interim financial information and pursuant to rules and regulations of the Securities and Exchange Commission. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP. In the opinion of management, all adjustments (consisting of normal accruals) considered for a fair presentation have been included. Operating results for the three months ended February 29, 2016 are not necessarily indicative of the results that may be expected for the year ending November 30, 2016. For further information refer to the financial statements and footnotes thereto included in the Companys Annual Report on Form 10-K for the year ended November 30, 2015, filed with Securities and Exchange Commission on February 29, 2016. Liquidity As of February 29, 2016, the Company had a balance of cash and cash equivalents of approximately $15,000. Through February 29, 2016, the Company's liquidity needs were satisfied through receipt of approximately $407,000 from the sale of units held outside of the Trust Account and loans in an aggregate of $250,000 from Fortress which were evidenced by convertible promissory notes. Of the $407,000 initially held outside of the Trust Account, $200,000 was used to repay other amounts previously loaned to the Company by Fortress prior to the Offering. In addition to these convertible notes, Fortress paid for professional services provided to the Company for $7,715 and have deferred payment of their administrative service fee of $145,000 through February 29, 2016, until a successful business combination is achieved. The Company intends to use substantially all of the net proceeds of the Initial Public Offering, including the funds held in the Trust Account, to acquire a target business or businesses and to pay for expenses relating thereto, upon consummation of the initial Business Combination. To the extent that the Company's capital stock is used in whole or in part as consideration to affect the initial Business Combination, the remaining proceeds held in the Trust Account as well as any other net proceeds not expended will be used as working capital to finance the operations of the target business. Such working capital funds could be used in a variety of ways including continuing or expanding the target business' operations, for strategic acquisitions and for marketing, research and development of existing or new products. Such funds could also be used to repay any operating expenses or finders' fees which the Company had incurred prior to the completion of the initial Business Combination if the funds available to us outside of the Trust Account were insufficient to cover such expenses. Fortress has committed to provide loans to the Company for its working capital needs for up to $500,000. To this end, Fortress has loaned to the Company an aggregate of $250,000 as of February 29, 2016, and an additional loan of $75,000 in March 2016. Based on the foregoing, management believes that the Company will have sufficient working capital and borrowing capacity to meet the Company's needs through the earlier of consummation of a Business Combination or June 12, 2016. Over this time period, the Company will be using these funds for paying existing accounts payable, identifying and evaluating prospective acquisition candidates, performing business due diligence on prospective target businesses, traveling to and from the offices, plants or similar locations of prospective target businesses, reviewing corporate documents and material agreements of prospective target businesses, selecting the target business to acquire and structuring, negotiating and consummating the Business Combination. The Company anticipates that its uses of cash for the next three months will be approximately $203,000 of expenses for the search for target businesses and for the legal, accounting and other third-party expenses attendant to the due diligence investigations, structuring and negotiating of a Business Combination. Emerging Growth Company Section 102(b) (1) of 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 of 1933, as amended (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 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. 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. Cash and Marketable Securities Held in Trust Account The amounts held in the Trust Account represent substantially all of the proceeds of the Initial Public Offering and are classified as restricted assets since such amounts can only be used by the Company in connection with the consummation of a Business Combination. As of February 29, 2016, cash and marketable securities held in the Trust Account consisted of approximately $42.9 million in United States Treasury Bills with a maturity date of 180 days or less and approximately $1,200 in cash. At February 29, 2016, there was approximately $59,000 of interest income held in the Trust Account available to be released to the Company. Ordinary Shares Subject to Possible Conversion The Company accounts for its Ordinary Shares subject to possible conversion in accordance with the guidance in Accounting Standards Codification (ASC) Topic 480 Distinguishing Liabilities from Equity. Ordinary Shares subject to mandatory redemption (if any) are classified as a liability instrument and are measured at fair value. Conditionally redeemable Ordinary Shares (including Ordinary Shares that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Companys control) are classified as temporary equity. At all other times, Ordinary Shares are classified as shareholders equity. The Companys Ordinary Shares features certain redemption rights that are considered to be outside of the Companys control and subject to occurrence of uncertain future events. Accordingly, at February 29, 2016, 3,672,764 Ordinary Shares subject to possible conversion with a conversion value of $37,518,020 are presented as temporary equity, outside of the shareholders equity section of the Companys balance sheet. 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 February 29, 2016, the Company had 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 Companys assets and liabilities, which qualify as financial instruments under ASC Topic 820, Fair Value Measurements and Disclosures, approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature. Net Loss per Share Loss per share is computed by dividing net loss by the weighted-average number of Ordinary Shares outstanding during the period. An aggregate of 3,672,764 Ordinary Shares subject to possible redemption at February 29, 2016, have been excluded from the calculation of basic loss per ordinary share since such Ordinary Shares, if redeemed, only participate in their pro rata share of the trust earnings. The Company has not considered the effect of (i) warrants sold in the Public Offering and Private Placement to purchase 2,243,000 Ordinary Shares of the Company, (ii) rights to acquire 448,600 Ordinary Shares of the Company and (iii) 400,000 Ordinary Shares, warrants to purchase 200,000 Ordinary Shares and rights to acquire 40,000 Ordinary Shares included in the unit purchase option sold to the underwriter, in the calculation of diluted loss per share, since the exercise of the unit purchase option and warrants as well as the conversion of rights is contingent on the occurrence of future events. Use of Estimates The preparation of financial statements in conformity with U.S. 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 expenses during the reporting period. Actual results could differ from those estimates. Income Taxes The Company accounts for income taxes under ASC Topic 740 Income Taxes. ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprises financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecoginition, classification, interest and penalties, accounting in interim period, disclosure and transition. The Company determined that the Cayman Islands is its only major tax jurisdiction. Based on the Companys evaluation, it has been concluded that there are no significant uncertain tax positions requiring recognition in the Companys financial statements. Since the Company was incorporated on August 26, 2014, the evaluation was performed for the 2014 tax year, which will be the only period subject to examination upon filing of appropriate tax returns. The Company believes that its income tax positions and deductions would be sustained on audit and does not anticipate any adjustments that would result in a material changes to its financial position. The Companys policy for recording interest and penalties associated with audits is to record such expense as a component of income tax expense. There were no amounts accrued for penalties or interest as of February 29, 2016. Management is currently unaware of any issues under review that could result in significant payments, accruals or material deviations from its position. Subsequent Events Management evaluates events that have occurred after the balance sheet date but before the financial statements are issued. Based upon the review, management did not identify any recognized or non-recognized subsequent events which would have required an adjustment or disclosure in the financial statements, other than those disclosed in Note 5. Recent Accounting Pronouncements Management does not believe that any recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying financial statements. |
Initial Public Offering
Initial Public Offering | 3 Months Ended |
Feb. 29, 2016 | |
Equity [Abstract] | |
Initial Public Offering | Note 3 - Initial Public Offering In December 2014, the Company consummated the Initial Public Offering of 4,200,000 of its units (Units). Each Unit consists of one ordinary share, $.0001 par value per share (Ordinary Share), one right (Right) to receive one-tenth of one Ordinary Share upon consummation of the Companys initial Business Combination and one warrant entitling the holder to purchase one-half of one Ordinary Share (Warrant). The Units were sold at an offering price of $10.00 per Unit, generating gross proceeds of $42,000,000. Each Warrant entitles the holder to purchase one-half of one Ordinary Share at a price of $11.50 per full Ordinary Share commencing on the later of the Companys completion of its initial Business Combination or December 12, 2015, and expiring five years from the completion of the Companys initial Business Combination. The Company will not issue fractional shares. As a result, investors must exercise Warrants in multiples of two Warrants in whole and not in part, at a price of $11.50 per full share, subject to adjustment, to validly exercise the Warrants. The Company may redeem the Warrants at a price of $0.01 per Warrant upon 30 days notice, only in the event that the last sale price of the Ordinary Shares is at least $24.00 per share for any 20 trading days within a 30-trading day period (30-Day Trading Period) ending on the third day prior to the date on which notice of redemption is given, provided there is a current registration statement in effect with respect to the Ordinary Shares underlying such Warrants commencing five business days prior to the 30-Day Trading Period and continuing each day thereafter until the date of redemption. If the Company redeems the Warrants as described above, management will have the option to require all holders that wish to exercise Warrants to do so on a cashless basis. In accordance with the warrant agreement relating to the Warrants issued in the Initial Public Offering the Company is only required to use its best efforts to maintain the effectiveness of the registration statement covering the Warrants. If a registration statement is not effective within 90 days following the consummation of a Business Combination, Warrant holders may, until such time as there is an effective registration statement and during any period when the Company shall have failed to maintain an effective registration statement, exercise Warrants on a cashless basis pursuant to an available exemption from registration under the Securities Act of 1933, as amended. In the event that a registration statement is not effective at the time of exercise or no exemption is available for a cashless exercise, the holder of such Warrant shall not be entitled to exercise such Warrant for cash and in no event (whether in the case of a registration statement being effective or otherwise) will the Company be required to net cash settle the Warrant exercise. Additionally, in no event will the Company be required to net cash settle the Rights. If an initial Business Combination is not consummated, the Rights and Warrants will expire and will be worthless. |
Private Placement
Private Placement | 3 Months Ended |
Feb. 29, 2016 | |
Equity [Abstract] | |
Private Placement | Note 4 - Private Placement Simultaneously with the consummation of the Initial Public Offering, the Company consummated the Private Placement of 285,000 Private Placement Units at a price of $10.00 per Private Placement Unit, generating total proceeds of $2,850,000. Of the Private Placement Units, 265,000 were purchased by Fortress, an affiliate of the Companys executive officers and the holder of a majority of the Companys Ordinary Shares prior to the Initial Public Offering, and 20,000 were purchased by EBC, the representative of the underwriters of the Initial Public Offering. The Company consummated the sale of an additional 1,000 Private Placement Units to EBC upon consummation of the over-allotment option, generating total proceeds of $10,000. The Private Placement Units are identical to the Units sold in the Initial Public Offering, except the warrants included in the Private Placement Units will be non-redeemable, may be exercised on a cashless basis and may be exercisable for unregistered Ordinary Shares if the prospectus relating to the Ordinary Shares issuable upon exercise of the Warrants is not current and effective, in each case so long as they continue to be held by the initial purchasers or their permitted transferees. The holders of the Private Placement Units have agreed (A) to vote the Ordinary Shares included in the Private Placement Units (Private Shares) in favor of any initial Business Combination, (B) not to propose, or vote in favor of, an amendment to the Companys amended and restated memorandum and articles of association with respect to the Companys pre-Business Combination activities prior to the consummation of such a Business Combination unless the Company provides dissenting public shareholders with the opportunity to convert their public shares into the right to receive cash from the Companys Trust Account in connection with any such vote, (C) not to convert any Private Shares into the right to receive cash from the Trust Account in connection with a shareholder vote to approve the Companys initial Business Combination or a vote to amend the provisions of the Companys amended and restated memorandum and articles of association relating to shareholders rights or pre-Business Combination activity and (D) that such Private Shares shall not participate in any liquidating distribution upon winding up if a Business Combination is not consummated within the required time period. Additionally, the purchasers have agreed not to transfer, assign or sell any of the Private Placement Units (except to certain permitted transferees) until the completion of the Companys initial Business Combination. The holders have agreed not to sell their shares to the Company in any tender offer in connection with the initial Business Combination. |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Feb. 29, 2016 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | Note 5 - Related Party Transactions Initial Shares In August 2014, the Company issued 1,150,000 Initial Shares to the Initial Shareholders for an aggregate purchase price of $25,000. The Initial Shares included an aggregate of up to 150,000 shares subject to compulsory repurchase for an aggregate purchase price of $0.01 to the extent that the underwriters over-allotment option was not exercised in full or in part, so that the Initial Shareholders would collectively own 20.0% of issued and outstanding shares after the Initial Public Offering (excluding the sale of the Private Placement Units). On December 18, 2014, EBC notified the Company that it had elected to exercise a portion of the over-allotment option for 200,000 additional units at $10.00 per unit for an additional $2,000,000, The partial exercise resulted in a reduction of 50,000 Ordinary Shares subject to compulsory repurchase resulting in a total of 100,000 Ordinary Shares being compulsory repurchased on January 5, 2015. The Initial Shares are identical to the Ordinary Shares included in the Units sold in the Initial Public Offering. However, the Initial Shareholders have agreed (A) to vote their Initial Shares (as well as any shares acquired after the Initial Public Offering) in favor of any proposed Business Combination, (B) not to propose, or vote in favor of, an amendment to the amended and restated memorandum and articles of association with respect to pre-Business Combination activities prior to the consummation of such a Business Combination unless the Company provides dissenting public shareholders with the opportunity to convert their public shares into the right to receive cash from the Trust Account in connection with any such vote, (C) not to convert any Initial Shares (as well as any other shares acquired after the Initial Public Offering) into the right to receive cash from the Trust Account in connection with a shareholder vote to approve a proposed initial Business Combination (or sell any shares they hold to the Company in a tender offer in connection with a proposed initial Business Combination) or a vote to amend the provisions of the amended and restated memorandum and articles of association relating to shareholders rights or pre-Business Combination activity and (D) that the Initial Shares shall not participate in any liquidating distribution upon winding up if a Business Combination is not consummated. Additionally, the Initial Shareholders have agreed not to transfer, assign or sell any of the Initial Shares (except to certain permitted transferees) until (1) with respect to 50% of the Initial Shares, the earlier of one year after the date of the consummation of initial Business Combination and the date on which the closing price of Ordinary Shares equals or exceeds $12.50 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 initial Business Combination and (2) with respect to the remaining 50% of the Initial Shares, one year after the date of the consummation of initial Business Combination, or earlier, in either case, if, subsequent to initial Business Combination, the Company consummates a liquidation, merger, stock exchange or other similar transaction which results in all of shareholders having the right to exchange their Ordinary Shares for cash, securities or other property. Promissory Notes As of February 29, 2016, the Company had issued an aggregate of $250,000 convertible promissory notes to Fortress to evidence loans made by Fortress to the Company. In March 2016, the Company issued an additional $75,000 convertible promissory note with similar terms to Fortress. All of these loans are unsecured, non-interest bearing and payable at the consummation of a Business Combination by the Company. Upon consummation of a Business Combination, the principal balance of the notes may be converted, at the holders option, to units at a price of $10.00 per Unit. The terms of the units will be identical to the Private Placement Units. If the holder converts the entire principal balance of the convertible promissory notes, it would receive 32,500 Units. If a Business Combination is not consummated, the note will not be repaid by the Company and all amounts owed thereunder by the Company will be forgiven except to the extent that the Company had funds available to it outside of its Trust Account. Administrative Service Fee The Company, commencing on December 12, 2014, has agreed to pay Fortress a monthly fee of $10,000 for general and administrative services. However, pursuant to the terms of such agreement, the Company may delay payment of such monthly fee upon a determination by the Companys audit committee that the Company lacks sufficient funds held outside the Trust Account to pay actual or anticipated expenses in connection with an initial Business Combination. Any such unpaid amount will accrue without interest and either is due and payable no later than the date of the consummation of an initial Business Combination, or, at Fortresss option, treated as working capital loans and will be convertible into additional Private Placement Units. As of February 29, 2016, amount due to Fortress was approximately $153,000; of which approximately $145,000 represents the accrued service fee and approximately $8,000 represents invoices of the Company paid by Fortress. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Feb. 29, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 6 - Commitments and Contingencies On December 12, 2014, the Company entered into an agreement with EBC (Underwriting Agreement). The Underwriting Agreement required the Company to pay an underwriting discount of 3.25% of the gross proceeds of the Initial Public Offering as an underwriting discount. The Company has further engaged EBC to assist the Company with its initial Business Combination. Pursuant to this arrangement, the Company anticipates that the underwriter will assist the Company in holding meetings with shareholders to discuss the potential Business Combination and the target business attributes, introduce the Company to potential investors that are interested in purchasing the Companys securities, assist the Company in obtaining shareholder approval for the Business Combination and assist the Company with its press releases and public filings in connection with the Business Combination. The Company will pay EBC a cash fee of 4% of the gross proceeds of the Initial Public Offering for such services upon the consummation of its initial Business Combination (exclusive of any applicable finders fees which might become payable). Purchase Option The Company sold to EBC, for $100, a unit purchase option to purchase up to a total of 400,000 units exercisable at $11.00 per unit (or an aggregate exercise price of $4,400,000) commencing on the consummation of a Business Combination. The unit purchase option expires on December 12, 2019. The units issuable upon exercise of this option are identical to the Units being offered in the Initial Public Offering. Accordingly, after the Business Combination, the purchase option will be to purchase 440,000 Ordinary Shares (which include 40,000 Ordinary Shares to be issued for the rights included in the units) and 400,000 Warrants to purchase 200,000 Ordinary Shares. The Company has agreed to grant to the holders of the unit purchase option, demand and piggy back registration rights for periods of five and seven years, respectively, from the effective date of the Initial Public Offering, including securities directly and indirectly issuable upon exercise of the unit purchase option. The Company accounted for the fair value of the unit purchase option, inclusive of the receipt of a $100 cash payment, as an expense of the Initial Public Offering resulting in a charge directly to shareholders equity. The Company estimated that the fair value of this unit purchase option is approximately $2,920,000 (or $7.30 per unit) using the Black-Scholes option-pricing model. The fair value of the unit purchase option granted to the EBC is estimated as of the date of grant using the following assumptions: (1) expected volatility of 99.10%, (2) risk-free interest rate of 1.53% and (3) expected life of five years. The unit purchase option may be exercised for cash or on a cashless basis, at the holders option (except in the case of a forced cashless exercise upon the Companys redemption of the Warrants, as described in Note 3), such that the holder may use the appreciated value of the unit purchase option (the difference between the exercise prices of the unit purchase option and the underlying Warrants and the market price of the Units and underlying Ordinary Shares) to exercise the unit purchase option without the payment of any cash. The Company will have no obligation to net cash settle the exercise of the unit purchase option or the Warrants underlying the unit purchase option. The holder of the unit purchase option will not be entitled to exercise the unit purchase option or the Warrants underlying the unit purchase option unless a registration statement covering the securities underlying the unit purchase option is effective or an exemption from registration is available. If the holder is unable to exercise the unit purchase option or underlying Warrants, the unit purchase option or Warrants, as applicable, will expire worthless. Registration Rights The Initial Shareholders are entitled to registration rights with respect to their initial shares (and any securities issued upon conversion of working capital loans) and the purchasers of the Private Placement Units are entitled to registration rights with respect to the Private Placement Units (and underlying securities), pursuant to an agreement dated December 12, 2014. The holders of the majority of the initial shares are entitled to demand that the Company register these shares at any time commencing three months prior to the first anniversary of the consummation of a Business Combination. The holders of the Private Placement Units (or underlying securities) are entitled to demand that the Company register these securities at any time after the Company consummates a Business Combination. In addition, the holders have certain piggy-back registration rights on registration statements filed after the Companys consummation of a Business Combination. |
Shareholder Equity
Shareholder Equity | 3 Months Ended |
Feb. 29, 2016 | |
Stockholders' Equity Note [Abstract] | |
Shareholder Equity | Note 7 - Shareholder Equity Preferred Shares The Company is authorized to issue 1,000,000 preferred shares 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 Companys board of directors. As of February 29, 2016, there are no preferred shares issued or outstanding. Ordinary Shares The Company is authorized to issue 100,000,000 Ordinary Shares with a par value of $0.0001 per share. As of February 29, 2016, the Company has issued an aggregate of 5,536,000 Ordinary Shares. Of the 5,536,000 Ordinary Shares, an aggregate of 3,672,764 Ordinary Shares subject to possible conversion classified as temporary equity in the accompanying Balance Sheet. |
Significant Accounting Polici14
Significant Accounting Policies (Policies) | 3 Months Ended |
Feb. 29, 2016 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed financial statements have been prepared in accordance with United States generally accepted accounting principles (U.S. GAAP) for interim financial information and pursuant to rules and regulations of the Securities and Exchange Commission. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP. In the opinion of management, all adjustments (consisting of normal accruals) considered for a fair presentation have been included. Operating results for the three months ended February 29, 2016 are not necessarily indicative of the results that may be expected for the year ending November 30, 2016. For further information refer to the financial statements and footnotes thereto included in the Companys Annual Report on Form 10-K for the year ended November 30, 2015, filed with Securities and Exchange Commission on February 29, 2016. |
Liquidity | Liquidity As of February 29, 2016, the Company had a balance of cash and cash equivalents of approximately $15,000. Through February 29, 2016, the Company's liquidity needs were satisfied through receipt of approximately $407,000 from the sale of units held outside of the Trust Account and loans in an aggregate of $250,000 from Fortress which were evidenced by convertible promissory notes. Of the $407,000 initially held outside of the Trust Account, $200,000 was used to repay other amounts previously loaned to the Company by Fortress prior to the Offering. In addition to these convertible notes, Fortress paid for professional services provided to the Company for $7,715 and have deferred payment of their administrative service fee of $145,000 through February 29, 2016, until a successful business combination is achieved. The Company intends to use substantially all of the net proceeds of the Initial Public Offering, including the funds held in the Trust Account, to acquire a target business or businesses and to pay for expenses relating thereto, upon consummation of the initial Business Combination. To the extent that the Company's capital stock is used in whole or in part as consideration to affect the initial Business Combination, the remaining proceeds held in the Trust Account as well as any other net proceeds not expended will be used as working capital to finance the operations of the target business. Such working capital funds could be used in a variety of ways including continuing or expanding the target business' operations, for strategic acquisitions and for marketing, research and development of existing or new products. Such funds could also be used to repay any operating expenses or finders' fees which the Company had incurred prior to the completion of the initial Business Combination if the funds available to us outside of the Trust Account were insufficient to cover such expenses. Fortress has committed to provide loans to the Company for its working capital needs for up to $500,000. To this end, Fortress has loaned to the Company an aggregate of $250,000 as of February 29, 2016, and an additional loan of $75,000 in March 2016. Based on the foregoing, management believes that the Company will have sufficient working capital and borrowing capacity to meet the Company's needs through the earlier of consummation of a Business Combination or June 12, 2016. Over this time period, the Company will be using these funds for paying existing accounts payable, identifying and evaluating prospective acquisition candidates, performing business due diligence on prospective target businesses, traveling to and from the offices, plants or similar locations of prospective target businesses, reviewing corporate documents and material agreements of prospective target businesses, selecting the target business to acquire and structuring, negotiating and consummating the Business Combination. The Company anticipates that its uses of cash for the next three months will be approximately $203,000 of expenses for the search for target businesses and for the legal, accounting and other third-party expenses attendant to the due diligence investigations, structuring and negotiating of a Business Combination. |
Emerging Growth Company | Emerging Growth Company Section 102(b) (1) of 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 of 1933, as amended (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 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. |
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. |
Cash and Marketable Securities Held in Trust Account | Cash and Marketable Securities Held in Trust Account The amounts held in the Trust Account represent substantially all of the proceeds of the Initial Public Offering and are classified as restricted assets since such amounts can only be used by the Company in connection with the consummation of a Business Combination. As of February 29, 2016, cash and marketable securities held in the Trust Account consisted of approximately $42.9 million in United States Treasury Bills with a maturity date of 180 days or less and approximately $1,200 in cash. At February 29, 2016, there was approximately $59,000 of interest income held in the Trust Account available to be released to the Company. |
Ordinary Shares Subject to Possible Conversion | Ordinary Shares Subject to Possible Conversion The Company accounts for its Ordinary Shares subject to possible conversion in accordance with the guidance in Accounting Standards Codification (ASC) Topic 480 Distinguishing Liabilities from Equity. Ordinary Shares subject to mandatory redemption (if any) are classified as a liability instrument and are measured at fair value. Conditionally redeemable Ordinary Shares (including Ordinary Shares that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Companys control) are classified as temporary equity. At all other times, Ordinary Shares are classified as shareholders equity. The Companys Ordinary Shares features certain redemption rights that are considered to be outside of the Companys control and subject to occurrence of uncertain future events. Accordingly, at February 29, 2016, 3,672,764 Ordinary Shares subject to possible conversion with a conversion value of $37,518,020 are presented as temporary equity, outside of the shareholders equity section of the Companys balance sheet. |
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 February 29, 2016, the Company had 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 Companys assets and liabilities, which qualify as financial instruments under ASC Topic 820, Fair Value Measurements and Disclosures, approximates the carrying amounts represented in the accompanying balance sheet, primarily due to their short-term nature. |
Net Loss per Share | Net Loss per Share Loss per share is computed by dividing net loss by the weighted-average number of Ordinary Shares outstanding during the period. An aggregate of 3,672,764 Ordinary Shares subject to possible redemption at February 29, 2016, have been excluded from the calculation of basic loss per ordinary share since such Ordinary Shares, if redeemed, only participate in their pro rata share of the trust earnings. The Company has not considered the effect of (i) warrants sold in the Public Offering and Private Placement to purchase 2,243,000 Ordinary Shares of the Company, (ii) rights to acquire 448,600 Ordinary Shares of the Company and (iii) 400,000 Ordinary Shares, warrants to purchase 200,000 Ordinary Shares and rights to acquire 40,000 Ordinary Shares included in the unit purchase option sold to the underwriter, in the calculation of diluted loss per share, since the exercise of the unit purchase option and warrants as well as the conversion of rights is contingent on the occurrence of future events. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with U.S. 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 expenses during the reporting period. Actual results could differ from those estimates. |
Income Taxes | Income Taxes The Company accounts for income taxes under ASC Topic 740 Income Taxes. ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprises financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecoginition, classification, interest and penalties, accounting in interim period, disclosure and transition. The Company determined that the Cayman Islands is its only major tax jurisdiction. Based on the Companys evaluation, it has been concluded that there are no significant uncertain tax positions requiring recognition in the Companys financial statements. Since the Company was incorporated on August 26, 2014, the evaluation was performed for the 2014 tax year, which will be the only period subject to examination upon filing of appropriate tax returns. The Company believes that its income tax positions and deductions would be sustained on audit and does not anticipate any adjustments that would result in a material changes to its financial position. The Companys policy for recording interest and penalties associated with audits is to record such expense as a component of income tax expense. There were no amounts accrued for penalties or interest as of February 29, 2016. Management is currently unaware of any issues under review that could result in significant payments, accruals or material deviations from its position. |
Subsequent Events | Subsequent Events Management evaluates events that have occurred after the balance sheet date but before the financial statements are issued. Based upon the review, management did not identify any recognized or non-recognized subsequent events which would have required an adjustment or disclosure in the financial statements, other than those disclosed in Note 5. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Management does not believe that any recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying financial statements. |
Organization, Plan of Busines15
Organization, Plan of Business Operations (Details Narrative) - USD ($) | Dec. 12, 2014 | Dec. 31, 2014 | Dec. 24, 2014 | Dec. 17, 2014 | Feb. 29, 2016 | Feb. 28, 2015 |
Net proceeds from issuance initial public offering | $ 40,292,131 | |||||
Proceeds from issuance of private placement | 2,860,000 | |||||
Net proceeds from sale of units held in trust, amount | $ 42,845,000 | |||||
Net proceeds from sale of units held in trust, price per unit (in dollars per share) | $ 10.20 | |||||
Proceeds not held in trust | $ 15,000 | |||||
Interest income | 59,147 | $ 15,209 | ||||
Offering costs | 1,845,000 | |||||
Underwriting fees | $ 1,365,000 | |||||
Fortress Biotech [Member] | ||||||
Debt instrument, convertible, maximum amount | $ 500,000 | |||||
Conversion price (in dollars per share) | $ 10 | |||||
Minimum amount of net tangible assets for business combination | $ 5,000,001 | |||||
Restricted percentage of shares for conversion of initial public offering to cash | 30.00% | |||||
Ordinary shares sold to the initial shareholders (in shares) | 1,050,000 | |||||
Early Bird Capital [Member] | ||||||
Number of additional shares issued (in shares) | 200,000 | |||||
Proceeds from issuance of additional private placement | $ 2,000,000 | |||||
Initial Public Offering [Member] | ||||||
Number of shares issued if converted (in shares) | 4,200,000 | 4,000,000 | ||||
Number of shares issued price per unit (in dollars per share) | $ 10 | $ 10 | ||||
Net proceeds from issuance initial public offering | $ 42,000,000 | $ 40,000,000 | ||||
Investment warrants, exercise price (in dollars per share) | $ 11.50 | $ 11.50 | ||||
Private Placement [Member] | ||||||
Number of shares issued if converted (in shares) | 285,000 | |||||
Number of shares issued price per unit (in dollars per share) | $ 10 | |||||
Proceeds from issuance of private placement | $ 2,850,000 | |||||
Private Placement [Member] | Fortress Biotech [Member] | ||||||
Number of shares issued if converted (in shares) | 265,000 | |||||
Number of shares issued price per unit (in dollars per share) | $ 10 | |||||
Private Placement [Member] | Early Bird Capital [Member] | ||||||
Number of shares issued if converted (in shares) | 20,000 | |||||
Number of shares issued price per unit (in dollars per share) | $ 10 | |||||
Number of additional shares issued (in shares) | 1,000 | |||||
Proceeds from issuance of additional private placement | $ 10,000 |
Significant Accounting Polici16
Significant Accounting Policies (Details Narrative) - USD ($) | Dec. 12, 2014 | Feb. 29, 2016 | Feb. 28, 2015 | Mar. 31, 2016 | Nov. 30, 2015 | Nov. 30, 2014 |
Cash and cash equivalents held in the trust account | $ 42,900,000 | |||||
Cash | 1,200 | |||||
Interest income | $ 59,147 | $ 15,209 | ||||
Ordinary shares subject to possible conversion (in shares) | 3,672,764 | |||||
Ordinary shares subject to possible conversion, value | $ 37,518,020 | $ 37,647,868 | ||||
Cash, FDIC insured amount | $ 250,000 | |||||
Antidilutive securities excluded from computation of earnings per share, amount | 3,672,764 | |||||
Warrants sold in the public offering and private placement to purchase ordinary shares | 2,243,000 | |||||
Cash and cash equivalents | $ 15,211 | $ 60,002 | 26,192 | $ 100,170 | ||
Additional aggregate loan | 250,000 | $ 75,000 | $ 150,000 | |||
Sale of units held outside of the trust account and loans | 407,000 | |||||
Repay other amounts previously loaned | 200,000 | |||||
Professional services | 7,715 | |||||
Administrative service fee | 145,000 | |||||
Working capital | 500,000 | |||||
Expenses related to legal, accounting and other third-party | $ 203,000 | |||||
Early Bird Capital [Member] | ||||||
Right to acquire of ordinary shares | 40,000 | |||||
Ordinary shares, included in the purchase option sold to the underwriter | 200,000 | |||||
Ordinary shares, warrants to purchase, included in the purchase option sold to the underwriter | 400,000 | |||||
Right to acquire ordinary shares, included in the purchase option sold to the underwriter | 40,000 | |||||
Right to acquire of ordinary shares (in shares) | 448,600 | |||||
Ordinary shares options to purchase (in shares) | 400,000 | |||||
Ordinary shares warrants to purchase (in shares) | 200,000 |
Initial Public Offering (Detail
Initial Public Offering (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | ||
Dec. 31, 2014 | Dec. 17, 2014 | Feb. 29, 2016 | Feb. 28, 2015 | |
Initial Public Offering [Line Items] | ||||
Net proceeds from issuance initial public offering | $ 40,292,131 | |||
Initial Public Offering [Member] | ||||
Initial Public Offering [Line Items] | ||||
Number of shares issued if converted (in shares) | 4,200,000 | 4,000,000 | ||
Ordinary share par value (in dollars per share) | $ .0001 | |||
Number of shares issued price per unit (in dollars per share) | $ 10 | $ 10 | ||
Net proceeds from issuance initial public offering | $ 42,000,000 | $ 40,000,000 | ||
Description of unit issued | Each Unit consists of one ordinary share, $.0001 par value per share (Ordinary Share), one right (Right) to receive one-tenth of one Ordinary Share upon consummation of the Companys initial Business Combination and one warrant entitling the holder to purchase one-half of one Ordinary Share (Warrant). The Units were sold at an offering price of $10.00 per Unit, generating gross proceeds of $42,000,000. Each Warrant entitles the holder to purchase one-half of one Ordinary Share at a price of $11.50 per full Ordinary Share commencing on the later of the Companys completion of its initial Business Combination or December 12, 2015, and expiring five years from the completion of the Companys initial Business Combination. | |||
Investment warrants, exercise price (in dollars per share) | $ 11.50 | $ 11.50 | ||
Redemption price of warrants | 0.01 | |||
Warrants, redeemable, threshold of stock price (in dollars per share) | $ 24 | |||
Warrants, redeemable, threshold trading days | 20 days | |||
Warrant terms | 5 years |
Private Placement (Details Narr
Private Placement (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | |
Dec. 24, 2014 | Feb. 29, 2016 | Feb. 28, 2015 | |
Proceeds from issuance of private placement | $ 2,860,000 | ||
Early Bird Capital [Member] | |||
Number of additional shares issued (in shares) | 200,000 | ||
Proceeds from issuance of additional private placement | $ 2,000,000 | ||
Private Placement [Member] | |||
Number of shares issued if converted (in shares) | 285,000 | ||
Number of shares issued price per unit (in dollars per share) | $ 10 | ||
Proceeds from issuance of private placement | $ 2,850,000 | ||
Private Placement [Member] | Fortress Biotech [Member] | |||
Number of shares issued if converted (in shares) | 265,000 | ||
Number of shares issued price per unit (in dollars per share) | $ 10 | ||
Private Placement [Member] | Early Bird Capital [Member] | |||
Number of shares issued if converted (in shares) | 20,000 | ||
Number of shares issued price per unit (in dollars per share) | $ 10 | ||
Number of additional shares issued (in shares) | 1,000 | ||
Proceeds from issuance of additional private placement | $ 10,000 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | Jan. 05, 2015 | Dec. 12, 2014 | Mar. 31, 2016 | Feb. 29, 2016 | Dec. 18, 2014 | Aug. 31, 2014 | Feb. 29, 2016 | Feb. 28, 2015 |
Ordinary shares repurchased (in shares) | 3,672,764 | 3,720,230 | ||||||
Accrued service fee | $ 145,000 | |||||||
Fortress Biotech [Member] | ||||||||
General and administrative services per month | $ 10,000 | |||||||
Accrued service fee | 145,000 | |||||||
Paid by related party invoices | 8,000 | |||||||
Total amount due to related party | $ 153,000 | |||||||
Fortress Biotech [Member] | Convertible Promissory Note [Member] | ||||||||
Number of shares issued (in shares) | 32,500 | |||||||
Purchase price | $ 250,000 | |||||||
Purchase price per unit (in dollars per share) | $ 10 | $ 10 | ||||||
Fortress Biotech [Member] | Convertible Promissory Note [Member] | Subsequent Event [Member] | ||||||||
Purchase price | $ 75,000 | |||||||
Purchase price per unit (in dollars per share) | $ 10 | |||||||
Over-Allotment Option [Member] | ||||||||
Number of shares issued (in shares) | 200,000 | |||||||
Purchase price | $ 2,000,000 | |||||||
Purchase price per unit (in dollars per share) | $ 10 | |||||||
Initial Shares [Member] | ||||||||
Number of shares issued (in shares) | 1,150,000 | |||||||
Purchase price | $ 25,000 | |||||||
Ordinary shares repurchased (in shares) | 50,000 | 150,000 | ||||||
Ordinary shares subject to possible compulsory repurchased, total (in shares) | 100,000 | |||||||
Ordinary shares subject to repurchase, purchase price per share (in dollars per share) | $ 0.01 | |||||||
Percentage of ordinary shares, issued and outstanding | 20.00% | |||||||
Description of initial shares | Initial Shareholders have agreed not to transfer, assign or sell any of the Initial Shares (except to certain permitted transferees) until (1) with respect to 50% of the Initial Shares, the earlier of one year after the date of the consummation of initial Business Combination and the date on which the closing price of Ordinary Shares equals or exceeds $12.50 per share (as adjusted for share splits, share dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing after initial Business Combination and (2) with respect to the remaining 50% of the Initial Shares, one year after the date of the consummation of initial Business Combination, or earlier, in either case, if, subsequent to initial Business Combination, the Company consummates a liquidation, merger, stock exchange or other similar transaction which results in all of shareholders having the right to exchange their Ordinary Shares for cash, securities or other property. |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) | Dec. 12, 2014USD ($)$ / sharesshares |
Underwriting fees | $ | $ 1,365,000 |
Underwriting Agreement [Member] | |
Underwriting discount | 3.25% |
Cash fee related to business combination | 4.00% |
Early Bird Capital [Member] | |
Unit purchase option issued during period, shares,new issue | 400,000 |
Unit purchase option exercise price per unit | $ / shares | $ 11 |
Aggregate exercise price | $ | $ 4,400,000 |
Expiration date | Dec. 12, 2019 |
Right to acquire of ordinary shares (in shares) | 40,000 |
Ordinary shares options to purchase (in shares) | 200,000 |
Ordinary shares warrants to purchase (in shares) | 400,000 |
Right to acquire of ordinary shares (in shares) | 448,600 |
Ordinary shares options to purchase (in shares) | 400,000 |
Ordinary shares warrants to purchase (in shares) | 200,000 |
Fair value of the unit purchase option cash receipt | $ | $ 100 |
Ordinary shares right issued (in shares) | 40,000 |
Expense of the initial public offering | $ | $ 100 |
Estimated fair value of unit purchase option | $ | $ 2,920,000 |
Estimated fair value of unit purchase option (in dollars per share) | $ / shares | $ 7.30 |
Expected volatility | 99.10% |
Risk-free interest rate | 1.53% |
Expected life | 5 years |
Shareholder Equity (Details Nar
Shareholder Equity (Details Narrative) - $ / shares | Feb. 29, 2016 | Nov. 30, 2015 |
Stockholders' Equity Note [Abstract] | ||
Preferred shares, authorized | 1,000,000 | 1,000,000 |
Preferred shares, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred shares, issued | ||
Preferred shares, outstanding | ||
Ordinary shares, authorized | 100,000,000 | 100,000,000 |
Ordinary shares, par value (in dollars per share) | $ 0.0001 | $ 0.0001 |
Aggregate share of ordinary and temporary equity, issued | 5,536,000 | |
Ordinary shares subject to conversion | 3,672,764 | 3,688,039 |