Significant Accounting Policies |
8 Months Ended |
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Sep. 30, 2011 | |
Significant Accounting Policies |
Note 3. Significant Accounting Policies
Development Stage
Company
The
Company is considered to be in the development stage as defined by
FASB ASC 915, “Development Stage Entities,” and is
subject to the risks associated with activities of development
stage companies. The Company has neither engaged in any operations
nor generated any operating revenues to date. All activity through
the date the financial statements were issued relates to the
Company’s formation and the Public Offering. The Company will
not generate any operating revenues until after completion of a
Business Combination, at the earliest. The Company will generate
non-operating income in the form of interest income on the Trust
Account.
Cash and
cash equivalents
The
Company considers all highly-liquid instruments with original
maturities of three months or less to be cash
equivalents.
Net Loss
Per Share
Basic
net loss per share is computed by dividing net loss by the weighted
average number of shares of common stock outstanding during the
period in accordance with FASB ASC 260, “Earnings
Per Share”. Diluted net loss per share is computed
by dividing net loss by the weighted average number of shares of
common stock outstanding, plus to the extent dilutive, the
incremental number of shares of common stock to settle warrants
issued in the Public Offering and private placement, as calculated
using the treasury stock method. As the Company reported
a net loss for the three months ended September 30, 2011 and for
the period from February 2, 2011 (date of inception) to September
30, 2011, the effect of the 18,992,500 warrants issued in the
Public Offering and 7,000,000 warrants issued in the private
placement have not been considered in the diluted loss per ordinary
share because their effect would be anti-dilutive. As a
result, dilutive loss per common share is equal to basic loss per
common share.
Use of
Estimates
The
preparation of financial statements in conformity with GAAP
requires management to make estimates and assumptions that affect
the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenue and expenses during
the reporting period. Actual results could differ from those
estimates.
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
of $250,000. The Company has not experienced losses on
these accounts and management believes the Company is not exposed
to significant risks on such accounts.
Income
Taxes
Deferred
income taxes are provided for the differences between the bases 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 is required to determine whether
its tax positions are more likely than not to be sustained upon
examination by the applicable taxing authority, including
resolution of any related appeals or litigation processes, based on
the technical merits of the position. The tax benefit recognized is
measured as the largest amount of benefit that has a greater than
fifty percent likelihood of being realized upon ultimate settlement
with the relevant taxing authority. De-recognition of a tax benefit
previously recognized results in the Company recording a tax
liability that reduces ending retained earnings. Based on its
analysis, the Company has determined that it has not incurred any
liability for unrecognized tax benefits as of September 30,
2011. The Company's conclusions may be subject to
review and adjustment at a later date based on factors including,
but not limited to, on-going analyses of and changes to tax laws,
regulations and interpretations thereof. The Company has been
subject to income tax examinations by major taxing authorities
since inception.
The
Company recognizes interest and penalties related to unrecognized
tax benefits in interest expense and other expenses, respectively.
No
interest expense or penalties have been recognized as of and for
the quarterly period ended September 30, 2011 or the period from
February 2, 2011 (inception) to September 30, 2011.
The
Company may be subject to potential examination by U.S. federal,
U.S. states or foreign jurisdiction authorities in the areas of
income taxes. These potential examinations may include questioning
the timing and amount of deductions, the nexus of income among
various tax jurisdictions and compliance with U.S. federal, U.S.
state and foreign tax laws. The Company's management does not
expect that the total amount of unrecognized tax benefits will
materially change over the next twelve months.
Redeemable Shares of
Common Stock
All
of the 18,992,500 Public Shares contain a redemption feature which
allows for the redemption of such shares of common stock under
provisions of the Company's Amended and Restated Certificate of
Incorporation. In accordance with ASC 480, redemption provisions
not solely within the control of the Company require the security
to be classified outside of permanent equity. Ordinary
liquidation events, which involve the redemption and liquidation of
all of the entity's equity instruments, are excluded from the
provisions of ASC 480. Although the Company does not specify a
maximum redemption threshold, its Amended and Restated Certificate
of Incorporation provides that in no event will the
Company redeem its Public Shares in an amount that would cause
its net tangible assets (shareholders' equity) to be less than
$5,000,001.
The
Company recognizes changes in redemption value immediately as they
occur and will adjust the carrying value of the security to equal
the redemption value at the end of each reporting period. Increases
or decreases in the carrying amount of redeemable shares of common
stock are affected by charges against paid-in capital.
At
September 30, 2011, 17,885,552 of the 18,992,500 Public Shares were
classified outside of permanent equity at their redemption value.
The redemption value is equal to the pro rata share of the
aggregate amount then on deposit in the Trust Account, including
interest but less taxes payable.
.
Fair
Value of Financial Instruments
Unless
otherwise disclosed, the fair value of the Company’s assets
and liabilities that qualify as financial instruments under FASB
ASC 820, “Fair Value Measurements and Disclosures”,
approximates the carrying amounts due primarily to their short term
nature.
Recent
Accounting Pronouncements
Management
does not believe that any recently issued, but not effective,
accounting standards, if currently adopted, would have a material
effect on the Company’s condensed financial
statements.
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