Document_and_Entity_Informatio
Document and Entity Information (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Mar. 13, 2015 | Jun. 30, 2014 | |
Document and Entity Information [Abstract] | |||
Entity Registrant Name | Capitol Acquisition Corp. II | ||
Entity Central Index Key | 1512499 | ||
Amendment Flag | FALSE | ||
Current Fiscal Year End Date | -19 | ||
Document Type | 10-K | ||
Document Period End Date | 31-Dec-14 | ||
Document Fiscal Year Focus | 2014 | ||
Document Fiscal Period Focus | FY | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Accelerated Filer | ||
Entity Common Stock, Shares Outstanding | 25,000,000 | ||
Entity Public Float | $196,400,000 |
Balance_Sheets
Balance Sheets (USD $) | Dec. 31, 2014 | Dec. 31, 2013 | ||
Current assets | ||||
Cash | $28,634 | $312,298 | ||
Investment in marketable securities | 9,998 | 9,973 | ||
Cash and cash equivalents held in trust account, interest income available for working capital and taxes | 22,421 | 33,561 | ||
Accrued interest receivable | 6,530 | 4,333 | ||
Prepaid expenses and other current assets | 62,132 | 53,917 | ||
Total current assets | 129,715 | 414,082 | ||
Cash and cash equivalents held in trust account, restricted | 200,000,000 | 200,000,000 | ||
Other assets | 13,400 | |||
Total current assets | 200,129,715 | 200,427,482 | ||
Current liabilities | ||||
Accounts payable and accrued expenses | 81,559 | 13,023 | ||
Accrued franchise tax payable | 360,000 | 180,000 | ||
Due to related parties | 470,000 | |||
Deferred rent | 4,020 | |||
Total current liabilities | 911,559 | 197,043 | ||
Commitments and contingencies | ||||
Common stock, subject to possible redemption, 18,798,215 shares at redemption value | 187,982,148 | 187,982,148 | ||
Stockholders' equity | ||||
Preferred, $0.0001 per share, 1,000,000 shares authorized, none issued or outstanding | ||||
Common stock, $0.0001 par value, 200,000,000 shares authorized; 25,000,000 shares issued and outstanding (1) (2) | 620 | [1],[2] | 620 | [1],[2] |
Additional paid-in-capital | 12,975,932 | 12,975,932 | ||
Accumulated deficit | -1,740,573 | -728,265 | ||
Accumulated other comprehensive income | 29 | 4 | ||
Total stockholders' equity | 11,236,008 | 12,248,291 | ||
Total liabilities and stockholders' equity | $200,129,715 | $200,427,482 | ||
[1] | Share amounts include 1,250,000 shares that are subject to forfeiture if the last sales price of the Company's stock does not equal or exceed $13.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period within four years following the closing of the Company's initial business combination. | |||
[2] | 175,000 of initial stockholders' shares were forfeited in 2013 due to a partial exercise of the underwriters' over-allotment. |
Balance_Sheets_Parenthetical
Balance Sheets (Parenthetical) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Balance Sheets [Abstract] | ||
Redeemable common stock | 18,798,215 | 18,798,215 |
Preferred stock, par value | $0.00 | $0.00 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | ||
Preferred stock, shares outstanding | ||
Common stock, par value | $0.00 | $0.00 |
Common stock, shares authorized | 200,000,000 | 200,000,000 |
Common stock, shares issued | 25,000,000 | 25,000,000 |
Common stock, shares outstanding | 25,000,000 | 25,000,000 |
Common shares contributed by Company's Sponsor | 175,000 | |
Shares subject to forfeiture under condition one | 1,250,000 | 1,250,000 |
Minimum sale price of share under condition one | $13 | $13 |
Statements_of_Operations
Statements of Operations (USD $) | 12 Months Ended | |||||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | ||||
Statements of Operations [Abstract] | ||||||
Revenue | ||||||
Operating Expenses | 1,052,701 | 748,654 | 4,768 | |||
Loss from operations | -1,052,701 | -748,654 | -4,768 | |||
Other income and (expense) | ||||||
Interest expense | -41,689 | -10,260 | ||||
Interest income | 82,082 | 37,894 | ||||
Total other income | 40,393 | 27,634 | ||||
Net loss | ($1,012,308) | ($721,020) | ($4,768) | |||
Weighted average number of common shares outstanding, basic and diluted (1)(2) | 6,201,785 | [1],[2] | 5,824,828 | [1],[2] | 5,175,000 | [1],[2] |
Basic and diluted net loss per share | ($0.16) | ($0.12) | ||||
[1] | Share amounts include 1,250,000 shares that are subject to forfeiture if the last sales price of the Company's stock does not equal or exceed $13.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period within four years following the closing of the Company's initial business combination. | |||||
[2] | Share amounts for 2012 have been retroactively restated to reflect the contribution to the Company of 105,184 shares by the Company's Sponsor on March 25, 2013 and a stock dividend of 0.2 shares for each outstanding share of common stock on May 9, 2013 |
Statements_of_Operations_Paren
Statements of Operations (Parenthetical) (USD $) | 0 Months Ended | 1 Months Ended | 12 Months Ended | ||
9-May-13 | Mar. 25, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Stock_dividend | |||||
Statements of Operations [Abstract] | |||||
Shares subject to forfeiture under condition one | 1,250,000 | 1,250,000 | 1,250,000 | ||
Minimum sale price of share under condition one | $13 | $13 | $13 | ||
Common shares contributed by Company's Sponsor | 105,184 | ||||
Share dividend authorized by Board of Directors for each outstanding share of common stock | 0.2 |
Statements_of_Comprehensive_Lo
Statements of Comprehensive Loss (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Statement of Comprehensive Income [Abstract] | |||
Net loss | ($1,012,308) | ($721,020) | ($4,768) |
Other comprehensive income, net of tax: | |||
Unrealized gain on securities | 25 | 4 | |
Comprehensive loss | ($1,012,283) | ($721,016) | ($4,768) |
Statement_of_Changes_in_Stockh
Statement of Changes in Stockholders' Equity (USD $) | Total | Common Stock | Additional paid-in capital | Deficit accumulated during development stage | Accumulated other comprehensive income |
Beginning Balance at Dec. 31, 2011 | $22,523 | $517 | $24,483 | ($2,477) | |
Beginning Balance, Shares at Dec. 31, 2011 | 5,175,000 | ||||
Net loss | -4,768 | -4,768 | |||
Ending Balance at Dec. 31, 2012 | 17,755 | 517 | 24,483 | -7,245 | |
Sale of 20,000,000 units, net of underwriters discount and offering expenses (includes 18,798,215 shares subject to possible conversion) on May 15, 2013 | 195,333,700 | 2,000 | 195,331,700 | ||
Sale of 20,000,000 units, net of underwriters' discount and offering expenses (includes 18,798,215 shares subject to possible conversion) on May 15, 2013, Shares | 20,000,000 | ||||
Forfeiture of initial stockholders' shares pursuant to partial exercise of underwriters' over-allotment | -17 | 17 | |||
Forfeiture of initial stockholders' shares pursuant to partial exercise of underwriters' over-allotment, Shares | -175,000 | ||||
Proceeds subject to possible conversion of 18,798,215 shares | -187,982,148 | -1,880 | -187,980,268 | ||
Proceeds from issuance of sponsor's warrants, at $1 per warrant | 5,600,000 | 5,600,000 | |||
Net loss | -721,020 | -721,020 | |||
Other comprehensive income | 4 | 4 | |||
Ending Balance at Dec. 31, 2013 | 12,248,291 | 620 | 12,975,932 | -728,265 | 4 |
Ending Balance, Shares at Dec. 31, 2013 | 25,000,000 | ||||
Net loss | -1,012,308 | -1,012,308 | |||
Other comprehensive income | 25 | 25 | |||
Ending Balance at Dec. 31, 2014 | $11,236,008 | $620 | $12,975,932 | ($1,740,573) | $29 |
Ending Balance, Shares at Dec. 31, 2014 | 25,000,000 |
Statement_of_Changes_in_Stockh1
Statement of Changes in Stockholders' Equity (Parenthetical) (USD $) | 12 Months Ended |
Dec. 31, 2013 | |
Statement of Stockholders' Equity [Abstract] | |
Number of units sold | 20,000,000 |
Number of shares subject to possible conversion | 18,798,215 |
Warrant issuance price | $1 |
Shares subject to forfeiture under condition one | 1,250,000 |
Minimum sale price of share under condition one | $13 |
Statement_of_Cash_Flows
Statement of Cash Flows (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Cash Flows from Operating Activities | |||
Net loss | ($1,012,308) | ($721,020) | ($4,768) |
Adjustments to reconcile net loss to net cash used in operating activities | |||
Deferred rent | -4,020 | 4,020 | |
Changes in operating assets and liabilities: | |||
Prepaid expenses and other current assets | -8,215 | -53,917 | |
Accrued interest receivable | -2,197 | -4,333 | |
Other assets | 13,400 | -13,400 | 1,256 |
Accounts payable and accrued expenses | 68,536 | 193,003 | |
Accrued franchise tax payable | 180,000 | ||
Net cash used in operating activities | -764,804 | -595,647 | -3,512 |
Cash Flows from Investing Activities | |||
Trust Account, restricted | -200,000,000 | ||
Trust Account, interest income available for working capital and taxes | 11,140 | -33,561 | |
Purchase of marketable securities | -9,969 | ||
Net cash provided by (used in) investing activities | 11,140 | -200,043,530 | |
Cash Flows from Financing Activities | |||
Gross proceeds from initial public offering | 200,000,000 | ||
Proceeds from notes payable, related party | 470,000 | ||
Repayment of notes payable, related party | -150,000 | ||
Proceeds from issuance of sponsor's warrants | 5,600,000 | ||
Payment of underwriting discount and offering expenses | -4,501,102 | -27,500 | |
Net cash provided by (used in) financing activities | 470,000 | 200,948,898 | -27,500 |
Net (decrease) increase in cash | -283,664 | 309,721 | -31,012 |
Net cash beginning of period | 312,298 | 2,577 | 33,589 |
Net cash end of period | 28,634 | 312,298 | 2,577 |
Supplemental Disclosure of Cash Flow Information: | |||
Cash paid for taxes | 633 | ||
Cash paid for interest | $60 |
Organization_Plan_of_Business_
Organization, Plan of Business Operations and Liquidity | 12 Months Ended |
Dec. 31, 2014 | |
Organization, Plan of Business Operations and Liquidity [Abstract] | |
Organization, Plan of Business Operations and Liquidity | |
Note 1 - Organization, Plan of Business Operations and Liquidity | |
Capitol Acquisition Corp. II (the “Company”) was incorporated in Delaware on August 9, 2010 as a blank check company whose objective is to acquire, through a merger, share exchange, asset acquisition, stock purchase, plan of arrangement, recapitalization, reorganization or other similar business combination, one or more businesses or entities (a “Business Combination”). | |
All activity through December 31, 2014 relates to the Company’s formation, initial public offering (“Offering”) and identifying and investigating prospective target businesses with which to consummate a Business Combination. The Company has selected December 31 as its fiscal year-end. | |
The Company’s activities are subject to significant risks and uncertainties, including failing to identify a prospective target business and consummate a Business Combination by May 15, 2015. | |
The registration statement for the Offering was declared effective on May 9, 2013. On May 10, 2013, the Company filed a new registration statement to increase the size of the Offering by 20% pursuant to Rule 462(b) under the Securities Act of 1933, as amended. On May 15, 2013, the Company consummated the Offering and received proceeds net of the underwriter’s discount and other offering expenses of $195,333,700 and simultaneously received $5,600,000 from the issuance of 5,600,000 warrants (“sponsor’s warrants”) in a private placement (the “Private Placement”). From the proceeds, $933,700 was available for working capital and tax purposes. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Offering and the Private Placement, although substantially all of the net proceeds are intended to be applied generally towards consummating a Business Combination successfully. Furthermore, there is no assurance that the Company will be able to affect a Business Combination successfully. | |
Upon the closing of the Offering, $200,000,000 ($10.00 per share sold in the Offering), including the proceeds from the Private Placement, is held in a trust account (the “Trust Account”) and may be invested only in United States government securities having a maturity of 180 days or less, or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act of 1940, as amended, that solely invests in U.S. government treasury obligations until the earlier of the consummation of a Business Combination or the Company’s redemption of 100% of the outstanding public shares if the Company has not consummated a Business Combination in the required time period. | |
The Company’s common stock, units and warrants are listed on the NASDAQ Capital Markets (“NASDAQ”). Pursuant to NASDAQ listing rules, the target business or businesses with which the Company completes a Business Combination must collectively have a fair market value equal to at least 80% of the balance of the funds in the Trust Account (less taxes payable) at the time of the execution of the definitive agreement for the initial Business Combination, although the Company may acquire a target business whose fair value significantly exceeds 80% of the Trust Account balance. | |
The Company, after signing a definitive agreement for the acquisition of a target business, is required to provide shareholders who acquired shares in the Public Offering (“Public Shareholders”) with the opportunity to redeem their public shares for a pro rata share of the Trust Account by means of conducting redemptions in conjunction with a proxy solicitation pursuant to the proxy rules. Each Public Shareholder will be entitled to receive a full pro rata portion of the amount then in the Trust Account ($10.00 per share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released by the Company or necessary to pay taxes). | |
The Company will consummate an initial Business Combination only if the Company has net tangible assets of at least $5 million upon consummation of the Business Combination and a majority of the outstanding public shares voted are voted in favor of the Business Combination. | |
In connection with any stockholder vote required to approve any Business Combination, the Company’s sponsor and the other initial stockholders of the Company (collectively, the “Initial Stockholders”) have agreed (i) to vote any of their respective shares in favor of the initial Business Combination and (ii) not to convert any of their respective shares. Public stockholders who convert their stock will continue to have the right to exercise any warrants they may hold if the Business Combination is consummated. | |
On January 7, 2015, the Company executed a non-binding letter of intent with a target business for a business combination. Pursuant to the provisions of the Company’s Amended and Restated Certificate of Incorporation, the Company now has until May 15, 2015 to complete a business combination. | |
On March 9, 2015, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Argo Expeditions, LLC, a Delaware limited liability company and the Company’s wholly-owned subsidiary (“LLC Sub”), Argo Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of LLC Sub (“Merger Sub”), and Lindblad Expeditions, Inc., a New York corporation (“Lindblad”). | |
If the Company is unable to complete a Business Combination within the allotted time, the Company will automatically dissolve and as promptly as practicable liquidate the Trust Account and release only to Public Shareholders a pro rata share of the Trust Account (initially $10.00 per share), plus any remaining net assets. The Initial Stockholders have agreed to waive the right to participate in any distribution from the Trust Account, but not with respect to any units they acquire in the aftermarket. | |
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. If the Company is unable to complete a Business Combination and is forced to dissolve and liquidate, the Company’s executive officers, by agreement, have agreed that they will be liable under certain circumstances to ensure that the proceeds in the Trust Account are not reduced by the claims of target businesses or vendors or other entities that are owed money by the Company for services rendered, contracted for or products sold to the Company. However, there can be no assurance that it will be able to satisfy those obligations should they arise. | |
The Company has experienced significant recurring net operating losses as well as negative cash flows from operations. The Company’s main source of liquidity was from the Offering and the Private Placement, proceeds from which have been used to fund the search for a prospective target business. The Company currently has a cash position of approximately $61,000, which includes approximately $22,000 held in the trust account that is available to the Company and approximately $10,000 invested in U.S. Treasury Bills. The Company has also received certain loans from its Chief Executive Officer, Mark D. Ein, and its Chief Financial Officer, L. Dyson Dryden, to fund operations. In May 2014 and September 2014, Mr. Ein and Mr. Dryden loaned an aggregate of $470,000 to the company. On January 27, 2015, the same parties loaned the Company an additional $191,329 in the aggregate, which is not convertible. On March 3, 2015, the same parties loaned the Company an additional $425,000 in the aggregate, which is not convertible. These loans are evidenced by non-interest bearing notes and will either be repaid upon the consummation of a Business Combination or the initial $470,000 of the notes may be converted into warrants. Furthermore, Mr. Ein and Mr. Dryden have also committed to providing additional loans to the company of up to $375,000. Based on the foregoing, the Company believes it has sufficient cash to meet its needs through May 15, 2015. Since the Company has executed a letter of intent with respect to a Business Combination, as discussed above, the Company has until May 15, 2015 to complete the Business Combination. The Company’s sponsor, officers and directors or their affiliates may, but are not required to, loan the Company additional funds in any amount they deem reasonable at their discretion in the event the Company requires additional funds to complete a Business Combination. |
Significant_Accounting_Policie
Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2014 | |
Significant Accounting Policies [Abstract] | |
Significant Accounting Policies | Note 2 - Significant Accounting Policies |
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 except for the cash held in the Trust Account which due to the restrictions on its use, is treated as a non-current asset. | |
Cash and Cash Equivalents Held in Trust Account – Restricted | |
The Company considers the restricted portion of the funds held in the Trust Account as being a non-current asset. A current asset is one that is reasonably expected to be used to pay current liabilities, such as accounts payable or short-term debt or to pay current operating expenses, or will be used to acquire other current assets. Since the acquisition of a business is principally considered to be a long-term purpose, with long-term assets such as property and intangibles, typically being a major part of the acquired assets, the Company has reported the funds anticipated to be used in the acquisition as a non-current asset. | |
Investment in Marketable Securities | |
Marketable securities consist of government obligations. The Company has classified its investment as available for sale. Accordingly, such investment is reported at fair value with the unrealized gain or loss reported as a separate component of stockholders’ equity. | |
Fair Value Measurements and Disclosure | |
The Company applies ASC 820, “Fair Value Measurements and Disclosures,” which expands disclosures for assets and liabilities that are measured and reported at fair value on a recurring basis. ASC 820 defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. ASC 820 established a fair value hierarchy that prioritizes the inputs to valuation techniques utilized to measure fair value into three broad levels as follows: | |
Level 1 - Quoted market prices (unadjusted) in active markets for the identical assets or liability that the reporting entity has the ability to access at measurement date. | |
Level 2 - Quoted market prices for identical assets or liabilities in markets that are not active, quoted market prices for similar assets or liabilities in active markets, and where fair value is determined through the use of models or other valuation methodologies. | |
Level 3 - Unobserved inputs for the asset or liability. Fair value is determined by the reporting entity’s own assumptions utilizing the best information available, and includes situations where there is little market activity for the investment. | |
Fair Value of Financial Instruments: | |
The Company’s financial instruments are cash, cash held in trusts and accounts payable. The recorded values of cash, cash held in trust and accounts payable approximate their fair values based on their short term maturities. | |
Income Taxes | |
The Company accounts for income taxes under Accounting Standards Codification (“ASC”) 740, “Income Taxes” (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statements 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 enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. The Company is required to file income tax returns in the United States (federal) jurisdiction. Based on the Company’s evaluation, it has been concluded that there are no significant uncertain tax positions requiring recognition in the Company’s financial statements. 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 change to its financial position. | |
The Company’s conclusions regarding uncertain tax positions may be subject to review and adjusted at a later date based upon ongoing analyses of tax laws, regulations, and interpretations thereof as well as other factors. Generally, federal and state authorities may examine the tax returns for three years from the date of filing; therefore the years ended December 31, 2014, 2013, 2012 and 2011 remain subject to examination as of December 31, 2014. There are currently no ongoing income tax examinations. | |
The Company’s policy for recording interest and penalties associated with audits is to record such expense as a component of income tax expense. There were no amounts accrued for penalties or interest for the years ended December 31, 2014 and 2013. Management is currently unaware of any issues under review that could result in significant payments, accruals or material deviations from its position. | |
Loss per Share | |
Basic loss per share is calculated using the weighted-average number of shares of common stock and diluted loss per share is computed on the basis of the average number of common stock outstanding plus the effect of outstanding warrants using the “treasury stock method.” | |
Common shares subject to possible conversion of 18,798,215 have been excluded from the calculation of basic and diluted earnings per share since such shares, if converted, only participate in their pro rata shares of the trust earnings. | |
Diluted loss per common share amounts, assuming dilution, gives the effect to dilutive options, warrants, and other potential common stock outstanding during the period. The Company has not considered the effect of its outstanding warrants in the calculation of diluted loss per share since they are anti-dilutive. | |
Concentration of Credit Risk | |
Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which at times, may exceed the Federal depository insurance coverage. At December 31, 2014, the Company had not experienced losses on these accounts and management believes the Company was not exposed to significant risks on such accounts. | |
Use of Estimates | |
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. | |
Recent Accounting Pronouncements | |
In June 2014, the Financial Account Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-10, Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements, including an Amendment to Variable Interest Entities Guidance in Topic 810 Consolidation. The objective of the amendments in ASU No. 2014-10 is to improve financial reporting by reducing the cost and complexity associated with the incremental reporting requirements for development stage entities by eliminating certain disclosures. ASU No. 2014-10 is effective as of the first annual period beginning after December 15, 2014, at which time the presentation and disclosure requirements in Topic 915 will no longer be required. The revised consolidation standards are effective one year later, in annual periods beginning after December 15, 2015. Early adoption of these new standards is permitted. The Company has elected to early adopt this ASU; therefore references to development stage entity and inception to date information have been eliminated from the financial statements. The adoption of ASU 2014-10 did not have any material effect of the Company’s operations, financial condition or liquidity. | |
In August 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-15, Presentation of Financial Statements – Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern. The objective of the ASU is to require an entity’s management to evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the entity’s ability to continue as a going concern within one year after the date that the financial statements are issued (or within one year after the date that the financial statements are available to be issued when applicable). | |
Management does not believe that any other recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying financial statements. | |
Subsequent Events | |
On January 7, 2015, the Company executed a non-binding letter of intent with a target business for a business combination. Pursuant to the provisions of the Company’s Amended and Restated Certificate of Incorporation, the Company now has until May 15, 2015 to complete a business combination. | |
On January 27, 2015, Messrs. Ein and Dryden loaned the Company an additional $191,329 in the aggregate, which is not convertible. On March 3, 2015, the same parties loaned the Company an additional $425,000 in the aggregate, which is also not convertible, and was used to pay the Delaware Franchise taxes due of approximately $407,000. | |
On March 9, 2015, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Argo Expeditions, LLC, a Delaware limited liability company and the Company’s wholly-owned subsidiary (“LLC Sub”), Argo Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of LLC Sub (“Merger Sub”), and Lindblad Expeditions, Inc., a New York corporation (“Lindblad”). | |
Pursuant to the Merger Agreement, Merger Sub will be merged with and into Lindblad to form an interim corporation (“Interim Corporation”), and such Interim Corporation shall immediately thereafter be merged with and into LLC Sub to form the surviving company as our wholly-owned subsidiary. In connection with the transaction, the stockholders of Lindblad will receive merger consideration having an aggregate value of approximately $330,000,000, comprised of approximately $90,000,000 in cash and approximately 24,000,000 shares of the Company’s common stock, including options to purchase shares of the Company’s common stock. | |
Lindblad is an expedition travel company that works in partnership with National Geographic to inspire people to explore and care about the planet. The organizations work in tandem to produce innovative marine expedition programs and to promote conservation and sustainable tourism around the world. The partnership’s educationally oriented voyages allow guests to interact with leading scientists, naturalists and researchers while discovering stunning natural environments, above and below the sea, through state-of-the-art exploration tools | |
The proposed transaction is expected to be consummated by May 15, 2015, after the required approval by the Company’s stockholders and the fulfillment of certain other conditions, as described in the Company’s Current Report on Form 8-K filed on March 10, 2015 (the “Merger Form 8-K”) and in the Merger Agreement. | |
Management of the Company evaluated events that have occurred after the balance sheet date of December 31, 2014 but before the financial statements were issued. Except as disclosed above, management did not identify any recognized or non-recognized subsequent event that would have required adjustment or disclosure in the financial statements. |
Initial_Public_Offering_and_In
Initial Public Offering and Insider Warrants | 12 Months Ended |
Dec. 31, 2014 | |
Initial Public Offering And Insider Warrants [Abstract] | |
Initial Public Offering and Insider Warrants | Note 3 - Initial Public Offering and Insider Warrants |
In connection with the Offering, on May 15, 2013, the Company sold 20,000,000 units at $10.00 per unit, including 2,000,000 units under the underwriters’ over-allotment option, generating gross proceeds of $200,000,000. On May 17, 2013, the underwriters in the Offering indicated to the Company that they would not exercise the remaining portion of the over-allotment option. As a result, on May 20, 2013, the Company’s Initial Stockholders forfeited an aggregate of 175,000 shares of common stock issued to them prior to the Offering. Each unit consists of one share of the Company’s common stock, $0.0001 par value, and one half of one redeemable warrant to purchase one share of common stock. The shares of common stock and the warrants included in the units traded as a unit from the Offering until July 1, 2013 when separate trading of common stock and warrants began. No fractional warrants will be issued and only whole warrants will trade. Holders now have the option to continue to hold units or separate their units into the component pieces. Each whole warrant entitles its holder, upon exercise, to purchase one share of common stock for $11.50 subject to certain adjustments, during the period commencing on the later of thirty days after the completion by the Company of its initial Business Combination or twelve months from the date of the consummation of the Offering and terminating on the five-year anniversary of the completion by the Company of its initial Business Combination or earlier upon redemption or liquidation of the Trust Account. At May 15, 2013, December 31, 2013, and December 31, 2014 there were 15,600,000 warrants outstanding, which include 5,600,000 sponsor’s warrants purchased by the Initial Stockholders in the Private Placement and 10,000,000 warrants purchased in connection with the sale of units related to the Offering. | |
The warrants may be redeemed by the Company, at its option, in whole and not in part, at a price of $0.01 per warrant at any time the warrants are exercisable, upon a minimum of 30 days’ prior written notice of redemption, if, and only if, the last sales price of the Company’s shares of common stock equals or exceeds $24.00 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading days within a 30 trading day period ending three business days before the Company sends the redemption notice; and if, and only if, there is a current registration statement in effect with respect to the shares of common stock underlying such warrants. | |
If the Company calls the warrants for redemption as described above, the Company’s management will have the option to require all holders that wish to exercise warrants to do so on a “cashless basis.” In such event, each holder would pay the exercise price by surrendering the warrants for that number of shares of common stock equal to the quotient obtained by dividing (x) the product of the number of shares of common stock underlying the warrants, multiplied by the difference between the exercise price of the warrants and the fair market value by (y) the fair market value. The fair market value shall mean the average reported last sale price of the shares of common stock for the 5 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of warrants. | |
Simultaneously with the consummation of the Offering, the Company consummated the Private Placement of 5,600,000 sponsor’s warrants at a price of $1.00 per warrant, generating total proceeds of $5,600,000. The sponsor’s warrants are identical to the warrants included in the units sold in the Offering except that the sponsor’s warrants: (i) will not be redeemable by the Company and (ii) may be exercised for cash or on a cashless basis, in each case so long as they are held by the initial purchasers or any of their permitted transferees. The purchasers of the sponsor’s warrants have also agreed not to transfer, assign or sell any of the sponsor’s warrants, including the common stock issuable upon exercise of the sponsor’s warrants (except to certain permitted transferees), until 30 days after the completion of an initial Business Combination. | |
Investment_in_Marketable_Secur
Investment in Marketable Securities and Fair Value of Financial Instruments | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Investments in Marketable Securities and Fair Value of Financial Instruments [Abstract] | |||||||||||||
Investment in Marketable Securities and Fair Value of Financial Instruments | Note 4 - Investment in Marketable Securities and Fair Value of Financial Instruments | ||||||||||||
The Company accounts for securities owned in accordance with ASC 320, “Investments - Debt and Equity Securities.” ASC 320 requires investments in debt and equity securities to be classified as either “held to maturity,” “trading,” or “available for sale.” At December 31, 2014, 2013, and 2012 management had classified $9,998, $9,973 and $0, respectively, of marketable securities as available for sale, which are reported at fair market value, with unrealized gains and losses reported as a separate component of stockholders’ equity. Gains or losses on the sale of securities are recognized on a specific identification basis. | |||||||||||||
At December 31, 2014, Level 1 marketable securities consist of the following: | |||||||||||||
Cost | Fair Value | Unrealized Gain * | |||||||||||
United States Treasury Notes (matures in December 2015) | $ | 9,969 | $ | 9,998 | $ | 29 | |||||||
At December 31, 2013, Level 1 marketable securities consist of the following: | |||||||||||||
Cost | Fair Value | Unrealized Gain * | |||||||||||
United States Treasury Notes (matures in December 2015) | $ | 9,969 | $ | 9,973 | $ | 4 | |||||||
*Included in other comprehensive income. | |||||||||||||
Due_to_Related_Parties
Due to Related Parties | 12 Months Ended |
Dec. 31, 2014 | |
Due to Related Parties [Abstract] | |
Due to Related Parties | Note 5 – Due to Related Parties |
On May 20, 2014 and September 22, 2014, (i) an entity controlled by the Company’s chief executive officer and (ii) the Company’s chief financial officer (the “Lenders”) loaned the Company an aggregate of $250,000 and $220,000, respectively. On January 27, 2015, the Lenders loaned the Company an additional $191,329 in the aggregate. On March 3, 2015, Messrs. Ein and Dryden loaned the Company an additional $425,000 in aggregate, which is not convertible. The loans are evidenced by unsecured promissory notes issued to both the chief executive officer and chief financial officer. The loans are non-interest bearing and are payable at the consummation by the Company of a merger, share exchange, asset acquisition, or other similar business combination. Upon consummation of a business combination, $470,000 of the principal balance of the notes may be converted, at the holders’ option, to warrants at a price of $1.00 per warrant. The terms of the warrants will be identical to the warrants issued by the Company in its initial public offering except that such warrants will be non-redeemable by the Company and will be exercisable for cash or on a “cashless” basis, in each case, if held by the initial holders or their permitted transferees. If the Lenders convert the entire principal balance of the notes, they would receive warrants to purchase an aggregate of 470,000 shares of the Company’s common stock. If a business combination is not consummated, the notes 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 established in connection with the initial public offering. | |
Income_Taxes
Income Taxes | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Income Taxes [Abstract] | |||||||||
Income Taxes | Note 6 — Income Taxes | ||||||||
For the years ended December 31, 2014, 2013, and 2012 there are no provisions for income taxes or corporate taxes payable due to the net operating losses of $1,012,308, $721,020 and $4,768, respectively, incurred in each year. | |||||||||
Deferred income taxes, if applicable, are provided for the differences between the basis of assets and liabilities for financial reporting and income tax purposes. A valuation allowance is established when necessary to reduce deferred tax assets to the amount expected to be realized. The Company has approximately $1,740,000 net operating losses that expire through 2034 and if realized would have a tax benefit of approximately $760,000. The valuation allowance increased by approximately $440,000, $310,000, and $2,000 for the years ended December 31, 2014, 2013, and 2012, respectively. The Company has recorded a full valuation allowance against this deferred tax benefit since the Company believes it is more likely than not to that the Company will not utilize the losses in the future, and accordingly it has not been recorded as a deferred tax asset. The Company also recorded a full valuation allowance against its deferred tax benefit of $247,000 as of December 31, 2013. | |||||||||
A reconciliation of the provision for income taxes with the amounts computed by applying the statutory Federal income tax rate to income from continuing operations before provision for income taxes is as follows: | |||||||||
For the year ended December 31, 2014 | For the year ended December 31, 2013 | ||||||||
Tax provision at statutory rate - federal | (34.0 | %) | (34.0 | %) | |||||
Tax provision at effective state and local rates | (9.5 | %) | (9.5 | %) | |||||
Effect of valuation allowance on deferred tax asset | 43.5 | % | 43.5 | % | |||||
Effective tax rate | 0 | % | 0 | % | |||||
Commitments_and_Contingencies_
Commitments and Contingencies and Related Party Transactions | 12 Months Ended |
Dec. 31, 2014 | |
Commitments and Contingencies and Related Party Transactions [Abstract] | |
Commitments and Contingencies and Related Party Transactions | Note 7 - Commitments and Contingencies and Related Party Transactions |
On May 10, 2013, the Company entered into an agreement with the underwriters (“Underwriting Agreement”). Pursuant to the Underwriting Agreement, the Company paid an underwriting discount of 2.0% of the gross proceeds of the Offering, or $4,000,000. The Company will also pay the underwriters in the Offering an additional deferred underwriting discount of 4.0% of the gross proceeds of the Offering (“Deferred Commissions”) which will be placed in the Trust Account and paid only upon consummation of a Business Combination. | |
An affiliate of the Company’s Chief Executive Officer has agreed that, until the Company consummates a Business Combination, it will make available to the Company certain office space and administrative and support services, as may be required by the Company from time to time. The Company has agreed to pay such affiliate $7,500 per month for such services commencing on May 9, 2013. Another affiliate of the Company’s Chief Executive Officer has agreed to provide certain administrative and support services and is reimbursed for all costs incurred. For the years ended December 31, 2014 and 2013, the total amount paid to these affiliates for office space and administrative and support services was $90,000 and $62,446, respectively. | |
The Company entered into two consulting arrangements for services to help identify and introduce the Company to potential targets and provide assistance with due diligence, deal structuring, documentation and obtaining stockholder approval for a Business Combination. These agreements provide for an aggregate annual fee of $330,000 and success fee of $450,000 upon the consummation of a Business Combination. Additionally, the Company may pay a discretionary success fee of $20,000 upon the closing of a Business Combination. | |
On May 23, 2013, the Company entered into a fifteen month office lease for office space in New York, New York, commencing on June 1, 2013 and expiring on August 31, 2014. The lease called for monthly rent of $6,700 plus additional fees for administrative support and included free rent on the first, fifth and ninth month of the lease term. The rent has been straight-lined for financial statement purposes. For the years ended December 31, 2014, 2013, and 2012 rent expense totaled $54,448, $47,357, and $0, respectively. | |
On September 1, 2014, the Company entered into a month to month agreement for the utilization of office space and support services in New York for $4,050 per month plus additional fees for administrative items. For the year ended December 31, 2014, the amount paid for utilization of office space totaled $16,200. | |
Delinquencies
Delinquencies | 12 Months Ended |
Dec. 31, 2014 | |
Delinquencies [Abstract] | |
Delinquencies | Note 8 – Delinquencies |
On January 2, 2015, the Company received a notice from the NASDAQ Listing Qualifications Department stating that the Company failed to solicit proxies and hold an annual meeting of the stockholders within 12 months after its year ended December 31, 2013 as required by Nasdaq Listing Rules 5620(a) and (b). The Company has appealed the Department’s determination and a hearing was held before the NASDAQ Hearings Panel on February 5, 2015. On February 9, 2015, the Company received notice that the NASDAQ Hearings Panel had granted the Company’s request for continued listing of the Company’s securities on the NASDAQ. The NASDAQ Hearings Panel’s decision is subject to certain conditions, including without limitation that, on or before May 15, 2015, the Company complete a business combination and receive from the NASDAQ staff a determination that the business combination will meet all initial listing criteria for listing on NASDAQ. Failure to comply with the conditions could result in the delisting of the Company’s securities from NASDAQ. There can be no assurance that the Company will be able to satisfy these conditions. | |
The Company has failed to pay its Delaware franchise tax for the years ended December 31, 2014 and 2013. The calculated tax is $180,000 per year for a total of $360,000. The tax plus accrued interest of $81,559 has been included in the financial statements. On March 3, 2015 the Company paid all of its delinquent Delaware Franchise taxes in full. | |
Stockholders_Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2014 | |
Stockholders' Equity [Abstract] | |
Stockholders' Equity | Note 9 - Stockholders’ Equity |
Preferred Stock | |
The Company is authorized to issue 1,000,000 shares of preferred stock with a par value of $0.0001 per share with such designation, rights and preferences as may be determined from time to time by the Company’s board of directors. As of December 31, 2014 and 2013, there are no shares of preferred stock issued or outstanding. | |
Common Stock | |
The Company is authorized to issue 200,000,000 shares of common stock with a par value of $0.0001 per share. | |
In connection with the organization of the Company, on February 3, 2011, a total of 4,417,684 shares of the Company’s common stock were sold to Capital Acquisition Management 2 LLC (our “sponsor”) at a price of approximately $0.006 per share for an aggregate of $25,000. On March 25, 2013, the sponsor contributed an aggregate of 105,184 shares of the Company’s common stock to the Company at no cost for cancellation. Effective May 9, 2013, the Company’s Board of Directors authorized a stock dividend of 0.2 shares for each outstanding share of common stock, resulting in 5,175,000 shares outstanding. All references in the accompanying financial statements to the number of shares of common stock have been retroactively restated to reflect these transactions. | |
On May 17, 2013, the underwriters in the Offering indicated to the Company that they would not exercise the remaining portion of the over-allotment option. As a result, on May 20, 2013, the Company’s Initial Stockholders forfeited an aggregate of 175,000 shares of Common Stock issued to them prior to the Offering. The shares that continue to be held by the Initial Stockholders includes 1,250,000 shares that are subject to forfeiture if the last sales price of the Company’s stock does not equal or exceed $13.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period within four years following the closing of the Company’s initial Business Combination. | |
Summarized_Quarterly_Data_Unau
Summarized Quarterly Data (Unaudited) | 12 Months Ended | ||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||
Summarized Quarterly Data (Unaudited) [Abstract] | |||||||||||||||||
Summarized Quarterly Data (Unaudited) | Note 10 – Summarized Quarterly Data (Unaudited) | ||||||||||||||||
Following is a summary of the quarterly results of operations for the year ended December 31, 2014. | |||||||||||||||||
For the three months ended March 31, 2014 | For the three months ended June 30, | For the three months ended September 30, | For the three months ended December 31, | ||||||||||||||
2014 | 2014 | 2014 | |||||||||||||||
Revenue | $ | - | $ | - | $ | - | $ | - | |||||||||
Loss from operations | (264,978 | ) | (279,005 | ) | (247,524 | ) | (261,194 | ) | |||||||||
Interest income | 30,017 | 24,552 | 20,148 | 7,365 | |||||||||||||
Interest expense | (7,020 | ) | (9,180 | ) | (11,989 | ) | (13,500 | ) | |||||||||
Total other income | 22,997 | 15,372 | 8,159 | (6,135 | ) | ||||||||||||
Net loss | (241,981 | ) | (263,633 | ) | (239,365 | ) | (267,329 | ) | |||||||||
Weighted average number of common shares outstanding, excluding shares subjected to possible conversions-basic and diluted | 6,201,785 | 6,201,785 | 6,201,785 | 6,201,785 | |||||||||||||
Basic and diluted net income (loss) per Share | $ | (0.04 | ) | $ | (0.04 | ) | $ | (0.04 | ) | $ | (0.04 | ) | |||||
Following is a summary of the quarterly results of operations for the year ended December 31, 2013. | |||||||||||||||||
For the three months ended March 31, 2013 | For the three months ended | For the three months ended September 30, 2013 | For the three months ended December 31, 2013 | ||||||||||||||
June 30, | |||||||||||||||||
2013 | |||||||||||||||||
Revenue | $ | - | $ | - | $ | - | $ | - | |||||||||
Loss from operations | (4,400 | ) | (201,678 | ) | (291,762 | ) | (250,814 | ) | |||||||||
Interest income | - | 6,053 | 19,017 | 12,824 | |||||||||||||
Interest expense | - | - | - | (10,260 | ) | ||||||||||||
Total other income | - | 6,053 | 19,017 | 2,564 | |||||||||||||
Net loss | (4,400 | ) | (195,625 | ) | (272,745 | ) | (248,250 | ) | |||||||||
Weighted average number of common shares outstanding, excluding shares subjected to possible conversions-basic and diluted | 5,175,000 | 5,705,318 | 6,201,785 | 6,201,785 | |||||||||||||
Basic and diluted net income (loss) per Share | $ | - | $ | (0.03 | ) | $ | (0.04 | ) | $ | (0.04 | ) | ||||||
Following is a summary of the quarterly results of operations for the year ended December 31, 2012. | |||||||||||||||||
For the three months ended March 31, 2012 | For the three months ended | For the three months ended September 30, 2012 | For the three months ended December 31, 2012 | ||||||||||||||
June 30, | |||||||||||||||||
2012 | |||||||||||||||||
Revenue | $ | - | $ | - | $ | - | $ | - | |||||||||
Loss from operations | (568 | ) | - | (1,701 | ) | (2,499 | ) | ||||||||||
Interest income | - | - | - | - | |||||||||||||
Interest expense | - | - | - | - | |||||||||||||
Net loss | (568 | ) | - | (1,701 | ) | (2,499 | ) | ||||||||||
Weighted average number of common shares outstanding, excluding shares subjected to possible conversions-basic and diluted | 5,175,000 | 5,175,000 | 5,175,000 | 5,175,000 | |||||||||||||
Basic and diluted net income (loss) per Share | $ | - | $ | - | $ | - | $ | - | |||||||||
Significant_Accounting_Policie1
Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2014 | |
Significant Accounting Policies [Abstract] | |
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 except for the cash held in the Trust Account which due to the restrictions on its use, is treated as a non-current asset. | |
Cash and Cash Equivalents Held in Trust Account - Restricted | Cash and Cash Equivalents Held in Trust Account – Restricted |
The Company considers the restricted portion of the funds held in the Trust Account as being a non-current asset. A current asset is one that is reasonably expected to be used to pay current liabilities, such as accounts payable or short-term debt or to pay current operating expenses, or will be used to acquire other current assets. Since the acquisition of a business is principally considered to be a long-term purpose, with long-term assets such as property and intangibles, typically being a major part of the acquired assets, the Company has reported the funds anticipated to be used in the acquisition as a non-current asset. | |
Investment in Marketable Securities | Investment in Marketable Securities |
Marketable securities consist of government obligations. The Company has classified its investment as available for sale. Accordingly, such investment is reported at fair value with the unrealized gain or loss reported as a separate component of stockholders’ equity. | |
Fair Value Measurements and Disclosure | Fair Value Measurements and Disclosure |
The Company applies ASC 820, “Fair Value Measurements and Disclosures,” which expands disclosures for assets and liabilities that are measured and reported at fair value on a recurring basis. ASC 820 defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. ASC 820 established a fair value hierarchy that prioritizes the inputs to valuation techniques utilized to measure fair value into three broad levels as follows: | |
Level 1 - Quoted market prices (unadjusted) in active markets for the identical assets or liability that the reporting entity has the ability to access at measurement date. | |
Level 2 - Quoted market prices for identical assets or liabilities in markets that are not active, quoted market prices for similar assets or liabilities in active markets, and where fair value is determined through the use of models or other valuation methodologies. | |
Level 3 - Unobserved inputs for the asset or liability. Fair value is determined by the reporting entity’s own assumptions utilizing the best information available, and includes situations where there is little market activity for the investment. | |
Fair Value of Financial Instruments: | Fair Value of Financial Instruments: |
The Company’s financial instruments are cash, cash held in trusts and accounts payable. The recorded values of cash, cash held in trust and accounts payable approximate their fair values based on their short term maturities. | |
Income Taxes | Income Taxes |
The Company accounts for income taxes under Accounting Standards Codification (“ASC”) 740, “Income Taxes” (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statements 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 enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. The Company is required to file income tax returns in the United States (federal) jurisdiction. Based on the Company’s evaluation, it has been concluded that there are no significant uncertain tax positions requiring recognition in the Company’s financial statements. 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 change to its financial position. | |
The Company’s conclusions regarding uncertain tax positions may be subject to review and adjusted at a later date based upon ongoing analyses of tax laws, regulations, and interpretations thereof as well as other factors. Generally, federal and state authorities may examine the tax returns for three years from the date of filing; therefore the years ended December 31, 2014, 2013, 2012 and 2011 remain subject to examination as of December 31, 2014. There are currently no ongoing income tax examinations. | |
The Company’s policy for recording interest and penalties associated with audits is to record such expense as a component of income tax expense. There were no amounts accrued for penalties or interest for the years ended December 31, 2014 and 2013. Management is currently unaware of any issues under review that could result in significant payments, accruals or material deviations from its position. | |
Loss per Share | Loss per Share |
Basic loss per share is calculated using the weighted-average number of shares of common stock and diluted loss per share is computed on the basis of the average number of common stock outstanding plus the effect of outstanding warrants using the “treasury stock method.” | |
Common shares subject to possible conversion of 18,798,215 have been excluded from the calculation of basic and diluted earnings per share since such shares, if converted, only participate in their pro rata shares of the trust earnings. | |
Diluted loss per common share amounts, assuming dilution, gives the effect to dilutive options, warrants, and other potential common stock outstanding during the period. The Company has not considered the effect of its outstanding warrants in the calculation of diluted loss per share since they are anti-dilutive. | |
Concentration of Credit Risk | Concentration of Credit Risk |
Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which at times, may exceed the Federal depository insurance coverage. At December 31, 2014, the Company had not experienced losses on these accounts and management believes the Company was not exposed to significant risks on such accounts. | |
Use of Estimates | Use of Estimates |
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates. | |
Recent Accounting Pronouncements | Recent Accounting Pronouncements |
In June 2014, the Financial Account Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-10, Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements, including an Amendment to Variable Interest Entities Guidance in Topic 810 Consolidation. The objective of the amendments in ASU No. 2014-10 is to improve financial reporting by reducing the cost and complexity associated with the incremental reporting requirements for development stage entities by eliminating certain disclosures. ASU No. 2014-10 is effective as of the first annual period beginning after December 15, 2014, at which time the presentation and disclosure requirements in Topic 915 will no longer be required. The revised consolidation standards are effective one year later, in annual periods beginning after December 15, 2015. Early adoption of these new standards is permitted. The Company has elected to early adopt this ASU; therefore references to development stage entity and inception to date information have been eliminated from the financial statements. The adoption of ASU 2014-10 did not have any material effect of the Company’s operations, financial condition or liquidity. | |
In August 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-15, Presentation of Financial Statements – Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern. The objective of the ASU is to require an entity’s management to evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the entity’s ability to continue as a going concern within one year after the date that the financial statements are issued (or within one year after the date that the financial statements are available to be issued when applicable). | |
Management does not believe that any other recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying financial statements. | |
Subsequent Events | Subsequent Events |
On January 7, 2015, the Company executed a non-binding letter of intent with a target business for a business combination. Pursuant to the provisions of the Company’s Amended and Restated Certificate of Incorporation, the Company now has until May 15, 2015 to complete a business combination. | |
On January 27, 2015, Messrs. Ein and Dryden loaned the Company an additional $191,329 in the aggregate, which is not convertible. On March 3, 2015, the same parties loaned the Company an additional $425,000 in the aggregate, which is also not convertible, and was used to pay the Delaware Franchise taxes due of approximately $407,000. | |
On March 9, 2015, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Argo Expeditions, LLC, a Delaware limited liability company and the Company’s wholly-owned subsidiary (“LLC Sub”), Argo Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of LLC Sub (“Merger Sub”), and Lindblad Expeditions, Inc., a New York corporation (“Lindblad”). | |
Pursuant to the Merger Agreement, Merger Sub will be merged with and into Lindblad to form an interim corporation (“Interim Corporation”), and such Interim Corporation shall immediately thereafter be merged with and into LLC Sub to form the surviving company as our wholly-owned subsidiary. In connection with the transaction, the stockholders of Lindblad will receive merger consideration having an aggregate value of approximately $330,000,000, comprised of approximately $90,000,000 in cash and approximately 24,000,000 shares of the Company’s common stock, including options to purchase shares of the Company’s common stock. | |
Lindblad is an expedition travel company that works in partnership with National Geographic to inspire people to explore and care about the planet. The organizations work in tandem to produce innovative marine expedition programs and to promote conservation and sustainable tourism around the world. The partnership’s educationally oriented voyages allow guests to interact with leading scientists, naturalists and researchers while discovering stunning natural environments, above and below the sea, through state-of-the-art exploration tools | |
The proposed transaction is expected to be consummated by May 15, 2015, after the required approval by the Company’s stockholders and the fulfillment of certain other conditions, as described in the Company’s Current Report on Form 8-K filed on March 10, 2015 (the “Merger Form 8-K”) and in the Merger Agreement. | |
Management of the Company evaluated events that have occurred after the balance sheet date of December 31, 2014 but before the financial statements were issued. Except as disclosed above, management did not identify any recognized or non-recognized subsequent event that would have required adjustment or disclosure in the financial statements. |
Investment_in_Marketable_Secur1
Investment in Marketable Securities and Fair Value of Financial Instruments (Tables) | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Investments in Marketable Securities and Fair Value of Financial Instruments [Abstract] | |||||||||||||
Schedule of investment in marketable securities and fair value of financial instruments | Cost | Fair Value | Unrealized Gain * | ||||||||||
United States Treasury Notes (matures in December 2015) | $ | 9,969 | $ | 9,998 | $ | 29 | |||||||
At December 31, 2013, Level 1 marketable securities consist of the following: | |||||||||||||
Cost | Fair Value | Unrealized Gain * | |||||||||||
United States Treasury Notes (matures in December 2015) | $ | 9,969 | $ | 9,973 | $ | 4 | |||||||
*Included in other comprehensive income. | |||||||||||||
Income_Taxes_Tables
Income Taxes (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Income Taxes [Abstract] | |||||||||
Schedule of Reconciliation Provision For Income Tax | For the year ended December 31, 2014 | For the year ended December 31, 2013 | |||||||
Tax provision at statutory rate - federal | (34.0 | %) | (34.0 | %) | |||||
Tax provision at effective state and local rates | (9.5 | %) | (9.5 | %) | |||||
Effect of valuation allowance on deferred tax asset | 43.5 | % | 43.5 | % | |||||
Effective tax rate | 0 | % | 0 | % |
Summarized_Quarterly_Data_Unau1
Summarized Quarterly Data (Unaudited) (Tables) | 12 Months Ended | ||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||
Summarized Quarterly Data (Unaudited) [Abstract] | |||||||||||||||||
Summary of the quarterly results of operations | For the three months ended March 31, 2014 | For the three months ended June 30, | For the three months ended September 30, | For the three months ended December 31, | |||||||||||||
2014 | 2014 | 2014 | |||||||||||||||
Revenue | $ | - | $ | - | $ | - | $ | - | |||||||||
Loss from operations | (264,978 | ) | (279,005 | ) | (247,524 | ) | (261,194 | ) | |||||||||
Interest income | 30,017 | 24,552 | 20,148 | 7,365 | |||||||||||||
Interest expense | (7,020 | ) | (9,180 | ) | (11,989 | ) | (13,500 | ) | |||||||||
Total other income | 22,997 | 15,372 | 8,159 | (6,135 | ) | ||||||||||||
Net loss | (241,981 | ) | (263,633 | ) | (239,365 | ) | (267,329 | ) | |||||||||
Weighted average number of common shares outstanding, excluding shares subjected to possible conversions-basic and diluted | 6,201,785 | 6,201,785 | 6,201,785 | 6,201,785 | |||||||||||||
Basic and diluted net income (loss) per Share | $ | (0.04 | ) | $ | (0.04 | ) | $ | (0.04 | ) | $ | (0.04 | ) | |||||
Following is a summary of the quarterly results of operations for the year ended December 31, 2013. | |||||||||||||||||
For the three months ended March 31, 2013 | For the three months ended | For the three months ended September 30, 2013 | For the three months ended December 31, 2013 | ||||||||||||||
June 30, | |||||||||||||||||
2013 | |||||||||||||||||
Revenue | $ | - | $ | - | $ | - | $ | - | |||||||||
Loss from operations | (4,400 | ) | (201,678 | ) | (291,762 | ) | (250,814 | ) | |||||||||
Interest income | - | 6,053 | 19,017 | 12,824 | |||||||||||||
Interest expense | - | - | - | (10,260 | ) | ||||||||||||
Total other income | - | 6,053 | 19,017 | 2,564 | |||||||||||||
Net loss | (4,400 | ) | (195,625 | ) | (272,745 | ) | (248,250 | ) | |||||||||
Weighted average number of common shares outstanding, excluding shares subjected to possible conversions-basic and diluted | 5,175,000 | 5,705,318 | 6,201,785 | 6,201,785 | |||||||||||||
Basic and diluted net income (loss) per Share | $ | - | $ | (0.03 | ) | $ | (0.04 | ) | $ | (0.04 | ) | ||||||
Following is a summary of the quarterly results of operations for the year ended December 31, 2012. | |||||||||||||||||
For the three months ended March 31, 2012 | For the three months ended | For the three months ended September 30, 2012 | For the three months ended December 31, 2012 | ||||||||||||||
June 30, | |||||||||||||||||
2012 | |||||||||||||||||
Revenue | $ | - | $ | - | $ | - | $ | - | |||||||||
Loss from operations | (568 | ) | - | (1,701 | ) | (2,499 | ) | ||||||||||
Interest income | - | - | - | - | |||||||||||||
Interest expense | - | - | - | - | |||||||||||||
Net loss | (568 | ) | - | (1,701 | ) | (2,499 | ) | ||||||||||
Weighted average number of common shares outstanding, excluding shares subjected to possible conversions-basic and diluted | 5,175,000 | 5,175,000 | 5,175,000 | 5,175,000 | |||||||||||||
Basic and diluted net income (loss) per Share | $ | - | $ | - | $ | - | $ | - | |||||||||
Organization_Plan_of_Business_1
Organization, Plan of Business Operations and Liquidity (Details) (USD $) | 0 Months Ended | 12 Months Ended | 5 Months Ended | 0 Months Ended | |||
15-May-13 | Dec. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2014 | Mar. 03, 2015 | Jan. 27, 2015 | 10-May-13 | |
Organization, Plan of Business Operations and Liquidity (Textual) | |||||||
Amount received from Offering net of Underwriter's discount and other offering expenses | $195,333,700 | ||||||
Proceeds from issuance of warrants in private placement | 5,600,000 | 5,600,000 | |||||
Number of warrants issued in private placement | 5,600,000 | ||||||
Gross proceeds from initial public offering | 200,000,000 | 200,000,000 | |||||
Price per share sold in offering | $10 | ||||||
Maturity period of US government securities | United States government securities having a maturity of 180 days or less. | ||||||
Percentage of increase in size of offering | 20.00% | ||||||
Condition for redemption of outstanding public shares | The consummation of a Business Combination or the Company's redemption of 100% of the outstanding public shares if the Company has not consummated a Business Combination in the required time period. | ||||||
Fair value of target business | Target business or businesses with which the Company completes a Business Combination must collectively have a fair market value equal to at least 80% of the balance of the funds in the Trust Account (less taxes payable) at the time of the execution of the definitive agreement for the initial Business Combination, although the Company may acquire a target business whose fair value significantly exceeds 80% of the Trust Account balance. | ||||||
Minimum net tangible asset required for business combination | 5,000,000 | ||||||
Proceeds for working capital | 933,700 | ||||||
Current cash position | 61,000 | ||||||
Held in trust account per share | $10 | ||||||
Cash interest earned (held in trust account) | 22,000 | ||||||
Company invested in U.S treasury bills | 10,000 | ||||||
Loans that may be converted into warrants | 470,000 | ||||||
Mr. Ein and Mr. Dryden [Member] | |||||||
Organization, Plan of Business Operations and Liquidity (Textual) | |||||||
Loans committed to the company | 375,000 | 470,000 | |||||
Subsequent Event [Member] | Mr. Ein and Mr. Dryden [Member] | |||||||
Organization, Plan of Business Operations and Liquidity (Textual) | |||||||
Loans committed to the company | $425,000 | $191,329 |
Significant_Accounting_Policie2
Significant Accounting Policies (Details) (USD $) | 12 Months Ended | 5 Months Ended | 0 Months Ended | ||
Dec. 31, 2014 | Sep. 30, 2014 | Mar. 09, 2015 | Mar. 03, 2015 | Jan. 27, 2015 | |
Significant Accounting Policies (Textual) | |||||
Common shares excluded from the calculation of basic and diluted earnings per share | 18,798,215 | ||||
Mr. Ein and Mr. Dryden [Member] | |||||
Significant Accounting Policies (Textual) | |||||
Loans committed to the company | 375,000 | $470,000 | |||
Subsequent Event [Member] | |||||
Significant Accounting Policies (Textual) | |||||
Receive merger consideration aggregate value | 90,000,000 | ||||
Subsequent Event [Member] | Merger Agreement [Member] | |||||
Significant Accounting Policies (Textual) | |||||
Receive merger consideration aggregate value | 330,000,000 | ||||
Purchase shares of common stock | 24,000,000 | ||||
Subsequent Event [Member] | Mr. Ein and Mr. Dryden [Member] | |||||
Significant Accounting Policies (Textual) | |||||
Loans committed to the company | 425,000 | 191,329 | |||
Subsequent Event [Member] | Delaware Franchise [Member] | |||||
Significant Accounting Policies (Textual) | |||||
Delaware Franchise taxes due | $407,000 |
Initial_Public_Offering_and_In1
Initial Public Offering and Insider Warrants (Details) (USD $) | 0 Months Ended | 12 Months Ended | ||
20-May-13 | 15-May-13 | Dec. 31, 2014 | Dec. 31, 2013 | |
Initial Public Offering and Sponsor's Warrants (Textual) | ||||
Number of units sold in connection with initial public offering | 20,000,000 | |||
Price Per Share | $10 | |||
Number of units sold subject to the Underwriters' over-allotment option | 2,000,000 | |||
Gross proceeds from initial public offering | $200,000,000 | $200,000,000 | ||
Number of common shares forfeited post the offering | 175,000 | |||
Common stock, par value | $0.00 | $0.00 | ||
Description of unit | Each unit consists of one share of the Company's common stock, $0.0001 par value, and one half of one redeemable warrant to purchase one share of common stock. | |||
Description of common stock and warrants included in units | The shares of common stock and the warrants included in the units traded as a unit from the Offering until July 1, 2013 when separate trading of common stock and warrants began. No fractional warrants will be issued and only whole warrants will trade. | |||
Description of warrant exercise to purchase one share of common stock | Each whole warrant entitles its holder, upon exercise, to purchase one share of common stock for $11.50 subject to certain adjustments, during the period commencing on the later of thirty days after the completion by the Company of its initial Business Combination or twelve months from the date of the consummation of the Offering and terminating on the five-year anniversary of the completion by the Company of its initial Business Combination or earlier upon redemption or liquidation of the Trust Account. | |||
Exercise price of one Warrant | $11.50 | $11.50 | ||
Warrants outstanding | 15,600,000 | 15,600,000 | 15,600,000 | |
Number of warrants purchased by intial stockholders in Private Placement | 5,600,000 | 5,600,000 | 5,600,000 | |
Warrants purchased in connection with sale of units related to offering | 10,000,000 | 10,000,000 | 10,000,000 | |
Warrants redemption price | $0.01 | $0.01 | ||
Description of warrant redemption | The warrants may be redeemed by the Company, at its option, in whole and not in part, at a price of $0.01 per warrant at any time the warrants are exercisable, upon a minimum of 30 days' prior written notice of redemption, if, and only if, the last sales price of the Company's shares of common stock equals or exceeds $24.00 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading days within a 30 trading day period ending three business days before the Company sends the redemption notice; and if, and only if, there is a current registration statement in effect with respect to the shares of common stock underlying such warrants. | |||
Purchase price of warrants | $1 | $1 | ||
Number of sponsors warrants issued in private placement | 5,600,000 | |||
Proceeds from issuance of sponsor's warrants | $5,600,000 | $5,600,000 | ||
Description of Sponsor's Warrants | The sponsor's warrants are identical to the warrants included in the units sold in the Offering except that the sponsor's warrants: (i) will not be redeemable by the Company and (ii) may be exercised for cash or on a cashless basis, in each case so long as they are held by the initial purchasers or any of their permitted transferees. The purchasers of the sponsor's warrants have also agreed not to transfer, assign or sell any of the sponsor's warrants, including the common stock issuable upon exercise of the sponsor's warrants (except to certain permitted transferees), until 30 days after the completion of an initial Business Combination. |
Investment_in_Marketable_Secur2
Investment in Marketable Securities and Fair Value of Financial Instruments (Details) (United States Treasury Notes, USD $) | 12 Months Ended | ||||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |||
United States Treasury Notes | |||||
Cash and Cash Equivalents [Line Items] | |||||
United States Treasury Notes , Cost | $9,969 | $9,969 | |||
United States Treasury Notes, Fair Value | 9,998 | 9,973 | 0 | ||
United States Treasury Notes, Unrealized Gain | $29 | [1] | $4 | [1] | |
[1] | Included in other comprehensive income. |
Investment_in_Marketable_Secur3
Investment in Marketable Securities and Fair Value of Financial Instruments (Details Textual) (United States Treasury Notes, USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
United States Treasury Notes | |||
Cash and Cash Equivalents [Line Items] | |||
Marketable securities as available for sale | $9,998 | $9,973 | $0 |
Marketable securities maturity period | Matures in December 2015 |
Due_to_Related_Parties_Details
Due to Related Parties (Details) (USD $) | 5 Months Ended | 12 Months Ended | 0 Months Ended | ||||
Sep. 30, 2014 | Dec. 31, 2014 | Mar. 03, 2015 | Jan. 27, 2015 | Sep. 22, 2014 | 20-May-14 | Dec. 31, 2013 | |
Short-term Debt [Line Items] | |||||||
Due to related parties | $470,000 | $220,000 | $250,000 | ||||
Debt instrument conversion price | $1 | ||||||
Convertion of common stock share to purchase of warrants | 470,000 | ||||||
Mr. Ein and Mr. Dryden [Member] | |||||||
Short-term Debt [Line Items] | |||||||
Loans committed to the company | 470,000 | 375,000 | |||||
Mr. Ein and Mr. Dryden [Member] | Subsequent Event [Member] | |||||||
Short-term Debt [Line Items] | |||||||
Loans committed to the company | $425,000 | $191,329 |
Income_Taxes_Details
Income Taxes (Details) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Schedule of Reconciliation Income Tax | ||
Tax provision at statutory rate - federal | -34.00% | -34.00% |
Tax provision at effective state and local rates | -9.50% | -9.50% |
Effect of valuation allowance on deferred tax asset | 43.50% | 43.50% |
Effective tax rate | 0.00% | 0.00% |
Income_Taxes_Details_Textual
Income Taxes (Details Textual) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||||||
Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2012 | Sep. 30, 2012 | Jun. 30, 2012 | Mar. 31, 2012 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Income Taxes [Abstract] | |||||||||||||||
Net loss | ($267,329) | ($239,365) | ($263,633) | ($241,981) | ($248,250) | ($272,745) | ($195,625) | ($4,400) | ($2,499) | ($1,701) | ($568) | ($1,012,308) | ($721,020) | ($4,768) | |
Operating loss carryforwards expiration date one | Expire through 2034 | ||||||||||||||
Increased in valuation allowance | 440,000 | 310,000 | 2,000 | ||||||||||||
Tax benefit approximately | 760,000 | ||||||||||||||
Deferred tax benefit valuation allowance | 247,000 | 247,000 | |||||||||||||
Operating loss carryforward | $1,740,000 | $1,740,000 |
Commitments_and_Contingencies_1
Commitments and Contingencies and Related Party Transactions (Details) (USD $) | 0 Months Ended | 12 Months Ended | 0 Months Ended | |||
Sep. 01, 2014 | 23-May-13 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | 10-May-13 | |
Arrangement | ||||||
Commitments and Contingencies (Textual) | ||||||
Amount to be paid to affiliate for office space administrative and support services | $90,000 | $62,446 | ||||
Number of arrangement | 2 | |||||
Aggregate annual fee | 330,000 | |||||
Success fee | 450,000 | |||||
Discretionary success fee | 20,000 | |||||
Term of office lease | 15 months | |||||
Lease expiration date | 31-Aug-14 | |||||
Rent expense | 54,448 | 47,357 | 0 | |||
Monthly rent | 4,050 | 6,700 | 16,200 | |||
Underwriting Agreement [Member] | ||||||
Commitments and Contingencies (Textual) | ||||||
Percentage of gross proceeds of offering paid under underwriting discount | 2.00% | |||||
Underwriting discount paid to the underwriters | 4,000,000 | |||||
Additional deferred underwriting discount to be paid to underwriters | 4.00% | |||||
Amount to be paid to affiliate for office space administrative and support services | $7,500 |
Delinquencies_Details
Delinquencies (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Delinquencies [Abstract] | ||
Accrued interest inculding tax | $81,559 | $13,023 |
Total calculated tax | 360,000 | 180,000 |
Calculated tax per year | $180,000 |
Stockholders_Equity_Details
Stockholders' Equity (Details) (USD $) | 0 Months Ended | 1 Months Ended | 12 Months Ended | |||
20-May-13 | 9-May-13 | Feb. 03, 2011 | Mar. 25, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | |
Stock_dividend | ||||||
Stockholders' Equity (Textual) | ||||||
Preferred stock, shares authorized | 1,000,000 | 1,000,000 | ||||
Preferred stock, par value | $0.00 | $0.00 | ||||
Preferred Stock, Shares Issued | ||||||
Preferred Stock, Shares Outstanding | ||||||
Common stock, par value | $0.00 | $0.00 | ||||
Common stock, shares authorized | 200,000,000 | 200,000,000 | ||||
Common stock sold to Capital Acquisition Management 2 LLC, Value | $25,000 | |||||
Number of common shares forfeited post the offering | 175,000 | |||||
Share dividend authorized by Board of Directors for each outstanding share of common stock | 0.2 | |||||
Common stock shares outstanding after stock dividend | 5,175,000 | |||||
Number of shares subject to forfeiture held by initial stockholders | 1,250,000 | 1,250,000 | 1,250,000 | |||
Number of common stock sold to Capital Acquisition Management 2 LLC | 4,417,684 | |||||
Share price | $0.01 | |||||
Description of shares held by the Initial Stockholders | The shares that continue to be held by the Initial Stockholders includes 1,250,000 shares that are subject to forfeiture if the last sales price of the Company's stock does not equal or exceed $13.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period within four years following the closing of the Company's initial Business Combination. | |||||
Common shares contributed by Company's Sponsor | 105,184 |
Summarized_Quarterly_Data_Unau2
Summarized Quarterly Data (Unaudited (Details) (USD $) | 3 Months Ended | 12 Months Ended | ||||||||||||||||
Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2012 | Sep. 30, 2012 | Jun. 30, 2012 | Mar. 31, 2012 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | ||||
Summarized Quarterly Data (Unaudited) [Abstract] | ||||||||||||||||||
Revenue | ||||||||||||||||||
Loss from operations | -261,194 | -247,524 | -279,005 | -264,978 | -250,814 | -291,762 | -201,678 | -4,400 | -2,499 | -1,701 | -568 | -1,052,701 | -748,654 | -4,768 | ||||
Interest income | 7,365 | 20,148 | 24,552 | 30,017 | 12,824 | 19,017 | 6,053 | 82,082 | 37,894 | |||||||||
Interest expense | -13,500 | -11,989 | -9,180 | -7,020 | -10,260 | 41,689 | 10,260 | |||||||||||
Total other income | -6,135 | 8,159 | 15,372 | 22,997 | 2,564 | 19,017 | 6,053 | 40,393 | 27,634 | |||||||||
Net loss | ($267,329) | ($239,365) | ($263,633) | ($241,981) | ($248,250) | ($272,745) | ($195,625) | ($4,400) | ($2,499) | ($1,701) | ($568) | ($1,012,308) | ($721,020) | ($4,768) | ||||
Weighted average number of common shares outstanding, excluding shares subjected to possible conversion - basic and diluted | 6,201,785 | 6,201,785 | 6,201,785 | 6,201,785 | 6,201,785 | 6,201,785 | 5,705,318 | 5,175,000 | 5,175,000 | 5,175,000 | 5,175,000 | 5,175,000 | 6,201,785 | [1],[2] | 5,824,828 | [1],[2] | 5,175,000 | [1],[2] |
Basic and diluted net income (loss) per Share | ($0.04) | ($0.04) | ($0.04) | ($0.04) | ($0.04) | ($0.04) | ($0.03) | ($0.16) | ($0.12) | |||||||||
[1] | Share amounts include 1,250,000 shares that are subject to forfeiture if the last sales price of the Company's stock does not equal or exceed $13.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period within four years following the closing of the Company's initial business combination. | |||||||||||||||||
[2] | Share amounts for 2012 have been retroactively restated to reflect the contribution to the Company of 105,184 shares by the Company's Sponsor on March 25, 2013 and a stock dividend of 0.2 shares for each outstanding share of common stock on May 9, 2013 |