10-Q 1 v351912_10q.htm FORM 10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 10-Q

 

xQUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended June 30, 2013

 

or

 

¨TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from ____ to _____

 

Commission File Number:  000-54269

 

China VantagePoint Acquisition Company
(Exact Name of Registrant as Specified in Its Charter)

 

Cayman Islands   98-0677690
 (State or Other Jurisdiction of Incorporation or Organization)    (I.R.S. Employer Identification No.)   
     
555 NE 15th Street, Suite 200    
Miami, Florida   33132
(Address of Principal Executive Offices)   (Zip Code)

    

(305) 981-6888
(Registrant’s telephone number, including area code)

 

______________________________________________________________________

(Former name, former address and former fiscal year, if changed since last report)

 

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days:   Yes x No ¨

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No ¨

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer ¨ Accelerated filer ¨
Non-accelerated filer (Do not check if a smaller reporting company) ¨ Smaller reporting company x

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes x No ¨

 

As of August 12, 2013 the registrant had 807,065 ordinary shares outstanding.

 
 

TABLE OF CONTENTS

 

 

PART I. FINANCIAL INFORMATION 1
Item 1. Financial Statements 1
  Condensed Consolidated Balance Sheets 1
  Condensed Consolidated Statements of Operations 2
  Condensed Consolidated Statement of Changes in Shareholders' (Deficit) Equity 3
  Condensed Consolidated Statements of Cash Flows 4
  Notes to Condensed Consolidated Financial Statements 5
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 12
Item 3. Quantitative and Qualitative Disclosures about Market Risk 14
Item 4. Controls and Procedures 14
     
PART II. OTHER INFORMATION 16
Item 1. Legal Proceedings 16
Item 1A. Risk Factors 16
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 16
Item 3. Defaults Upon Senior Securities 16
Item 4. Mine Safety Disclosures 16
Item 5. Other Information 16
Item 6. Exhibits 16

 

 

 
 

 

PART I. FINANCIAL INFORMATION

 

Item 1. Financial Statements

 

China VantagePoint Acquisition Company

(A Company in the Development Stage)

CONDENSED CONSOLIDATED BALANCE SHEETS

 

   As of 
   June 30, 2013   December 31, 2012 
   (unaudited)     
ASSETS          
Current assets          
Cash and cash equivalents  $42,432   $41,617 
Prepaid expenses   1,500    1,500 
Total current assets   43,932    43,117 
           
Restricted cash and cash equivalents held in trust account   -    16,540,161 
Total assets  $43,932   $16,583,278 
           
LIABILITIES, REDEEMABLE ORDINARY SHARES AND SHAREHOLDERS’ (DEFICIT) EQUITY          
Current liabilities          
Accounts payable and accrued expenses  $378,957   $334,919 
Accounts payable - related party   218,525    173,525 
Refundable advance   50,000    - 
Total liabilities   647,482    508,444 
           
Commitments and contingencies          
           
Ordinary shares, subject to possible redemption (1,845,879 shares at redemption value at December 31, 2012)   -    11,054,281 
           
Shareholders’ (deficit) equity          
Preferred shares, $0.001 par value, 5,000,000 shares authorized; none issued or outstanding   -    - 
Ordinary shares, $0.001 par value, 50,000,000 shares authorized; 807,065 and 3,552,991 shares issued and outstanding (less 0 and 1,845,879 shares subject to possible redemption) at June 30, 2013 and December 31, 2012, respectively   807    1,707 
Additional paid-in capital   131,855    5,606,071 
Deficit accumulated during the development stage   (736,212)   (587,225)
Total shareholders’ (deficit) equity   (603,550)   5,020,553 
           
Total liabilities, redeemable ordinary shares and shareholders’ (deficit) equity  $43,932   $16,583,278 

 

The accompanying notes are an integral part of these condensed consolidated financial statements.

 

1
 

 

China VantagePoint Acquisition Company

(A Company in the Development Stage)

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

 

   For the Three Months Ended June 30,   For the Six Months Ended June 30,   For the Period
September 3, 2010
(Inception) through
 
   2013   2012   2013   2012   June 30, 2013 
                     
Operating and formation costs:                         
Legal and professional fees  $44,325   $15,436   $104,956   $55,191   $279,920 
General and administrative expenses   1,844    8,604    2,267    10,533    53,649 
Bad debt expense   -    -    -    -    466,799 
Administrative expense - related party   22,500    22,500    45,000    45,000    175,446 
                          
Loss from operations   (68,669)   (46,540)   (152,223)   (110,724)   (975,814)
                          
Interest income   -    8,090    3,236    15,101    49,602 
Other income   -    -    -    -    190,000 
                          
Net loss  $(68,669)  $(38,450)  $(148,987)  $(95,623)  $(736,212)
                          
Basic and diluted net loss per share  $(0.09)  $(0.02)  $(0.14)  $(0.06)     
                          
Weighted average ordinary shares outstanding - basic and diluted   807,065    1,707,107    1,090,413    1,706,859      

 

The accompanying notes are an integral part of these condensed consolidated financial statements.

 

2
 

 

China VantagePoint Acquisition Company

(A Company in the Development Stage)

CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' (DEFICIT) EQUITY

For the Period from September 3, 2010 (Inception) through June 30, 2013

 

               Deficit     
               Accumulated     
           Additional   During the     
   Ordinary Shares   Paid-In   Development   Shareholders' 
   Shares   Amount   Capital   Stage   (Deficit) Equity 
Ordinary shares issued September 3, 2010 (Inception) at $0.0316 per share for cash   790,625   $791   $24,209   $-   $25,000 
                          
Sale of 2,750,000 units on February 25, 2011 at $6.00 per Unit, net of offering expenses of $868,176 (includes 1,833,149 shares subject to possible redemption as of March 31, 2011)   2,750,000    2,750    15,629,074    -    15,631,824 
                          
Sale of Warrant Offering warrants on February 25, 2011   -    -    925,000    -    925,000 
                          
Sale of Underwriter Purchase Option on February 25, 2011   -    -    100    -    100 
                          
Sale of 412,500 units on March 11, 2011 at $6.00 per unit, net of offering expenses of $86,973 (includes 408,430 shares subject to possible redemption as of March 31, 2011)   412,500    412    2,387,615    -    2,388,027 
                          
Net proceeds subject to possible redemption of 2,241,579 shares at redemption value   -    (2,241)   (13,350,734)   -    (13,352,975)
                          
Net loss   -    -    -    (22,324)   (22,324)
                          
Balance at March 31, 2011   3,953,125   $1,712   $5,615,264   $(22,324)  $5,594,652 
                          
Repurchase of ordinary shares in accordance with the Company's  Repurchase Plan   (400,134)   (400)   (2,307,492)   -    (2,307,892)
                          
Reduction in net proceeds subject to possible redemption of 395,700 shares at redemption value   -    395    2,301,513    -    2,301,908 
                          
Net loss   -    -    -    (232,037)   (232,037)
                          
Balance at March 31, 2012   3,552,991   $1,707   $5,609,285   $(254,361)  $5,356,631 
                          
Reduction in net proceeds subject to possible redemption of 448 shares at redemption value   -    -    (3,214)   -    (3,214)
                          
Net loss   -    -    -    (332,864)   (332,864)
                          
Balance at December 31, 2012   3,552,991   $1,707   $5,606,071   $(587,225)  $5,020,553 
                          
Redemption of ordinary shares on February 27, 2013 at $6.02 per share   (2,745,926)   (900)   (5,474,216)   -    (5,475,116)
                          
Net loss   -    -    -    (148,987)   (148,987)
                          
Balance at June 30, 2013 (unaudited)   807,065   $807   $131,855   $(736,212)  $(603,550)

 

The accompanying notes are an integral part of these condensed consolidated financial statements.

 

3
 

 

China VantagePoint Acquisition Company

(A Company in the Development Stage)

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

 

   For the Six
Months Ended
June 30, 2013
   For the Six
Months Ended
June 30, 2012
   For the Period
September 3, 2010
(Inception) through
June 30, 2013
 
Operating Activities               
Net loss  $(148,987)  $(95,623)  $(736,212)
Adjustments to reconcile net loss to cash used in operating activities:               
Bad debt expense   -    -    466,799 
Changes in operating assets and liabilities:               
Prepaid expenses   -    -    (1,500)
Due from Black Diamond   -    -    (466,799)
Accounts payable and accrued expenses   44,038    57,137    378,957 
Accounts payable - related party   45,000    45,090    218,525 
Refundable advance   50,000    -    50,000 
Net cash (used in) provided by operating activities   (9,949)   6,604    (90,230)
                
Investing Activities               
Investment in restricted cash and cash equivalents   (3,236)   (15,100)   (18,885,364)
Amounts released from restricted cash and cash equivalents used to repurchase ordinary shares   -    -    2,307,892 
Proceeds from redemption of restricted cash and cash equivalents   16,543,397    16,169    16,577,472 
Net cash provided by  investing activities   16,540,161    1,069    - 
                
Financing Activities               
Proceeds from sale of ordinary shares to initial shareholders   -    -    25,000 
Proceeds from issuance of note to initial shareholders   -    -    50,000 
Repayment of note to initial shareholders   -    -    (50,000)
Proceeds from Public Offering, net of offering costs   -    -    18,019,851 
Proceeds from Warrant Offering   -    -    925,000 
Proceeds from sale of Underwriter Purchase Option   -    -    100 
Repurchase of ordinary shares   -    -    (2,307,892)
Redemption of ordinary shares   (16,529,397)   -    (16,529,397)
Net cash (used in) provided by financing activities   (16,529,397)   -    132,662 
                
Net increase in cash and cash equivalents   815    7,673    42,432 
Cash and cash equivalents, beginning   41,617    20,200    - 
Cash and cash equivalents, ending  $42,432   $27,873   $42,432 
                
Supplemental disclosure of non-cash investing and financing transactions:               
Repurchase of ordinary shares included in accounts payable and accrued expenses  $-   $311,820   $- 

  

The accompanying notes are an integral part of these condensed consolidated financial statements.

 

4
 

 

CHINA VANTAGEPOINT ACQUISITION COMPANY AND SUBSIDIARY

(A Company in the Development Stage)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2013

 

Note 1—Organization, Business Operations and Going Concern

 

China VantagePoint Acquisition Company (the ‘‘Company’’) is a blank check company incorporated on September 3, 2010, formed under the laws of the Cayman Islands. It was formed for the purpose of acquiring, through merger, share exchange, asset acquisition, plan of arrangement, recapitalization, reorganization or similar business combination, one or more operating businesses, or control of such operating business or businesses through contractual arrangements (a “Business Combination”).

 

The accompanying condensed consolidated financial statements are presented in U.S. dollars and have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) for interim financial information and the instructions to Form 10-Q. Accordingly, they do not include all of the information and footnotes required by GAAP. In the opinion of management, all adjustments (consisting of normal accruals) considered for a fair presentation have been included. The Company has evaluated subsequent events through the issuance of this Form 10-Q. Operating results for the three and six months ended June 30, 2013 are not necessarily indicative of the results that may be expected for the year ended December 31, 2013 or any future period. The balance sheet data at December 31, 2012 is derived from the Company’s audited financial statements but does not include all of the disclosures required by GAAP. The accompanying condensed consolidated financial statements should be read in conjunction with the Company’s consolidated financial statements and notes thereto included in the Company’s Transition Report on Form 10-K filed with the Securities and Exchange Commission (“SEC”) on June 24, 2013. 

 

The Company is considered to be a development stage company and as such, the financial statements are prepared in accordance with the Accounting Standards Codification (‘‘ASC’’) 915 ‘‘Development Stage Entities’’. The Company is subject to all of the risks associated with development stage companies.

 

At June 30, 2013, the Company had not commenced any operations. All activity through June 30, 2013 relates to the Company’s formation, the Company’s initial public offering, the Company’s distribution of the Trust Account to the Public Shareholders, and the search for a business combination. The registration statement for the Company’s initial public offering (“Public Offering”) was declared effective on February 17, 2011. On February 18, 2011, the Company filed a new registration statement to increase the Public Offering by 10% pursuant to Rule 462(b) under the Securities Act of 1933 (the “Securities Act”). The Company consummated the Public Offering and Warrant Offering on February 25, 2011 and received initial net proceeds of $16,556,824. On March 8, 2011, the underwriter exercised its over-allotment option and on March 11, 2011 the Company received additional net proceeds of $2,388,027, bringing total net proceeds to $18,944,851 (Note 3).

 

The Company was not able to consummate a business combination by February 25, 2013. On February 25, 2013, the Company’s shareholders approved the amendment of the Company's Articles of Association to permit the Company to continue its existence after February 25, 2013 (the "Continued Existence Proposal"). Specifically, this proposal removed the provision in Article 163 requiring the dissolution of the Company and replaced the provision with one that permits the Company to not dissolve, while requiring it to distribute a pro-rata portion of the Trust Account to holders of the Company's Subunits issued in the Company's IPO in exchange for the redemption of 99 out of every 100 Subunits issued in the Company's IPO (since the warrants composing part of the Subunit would expire on February 25, 2013, thereafter a Subunit will be equivalent to one ordinary share); and amending the Company's Articles of Association to not require the Company to comply with Articles 157-163 of the Articles of Association (which govern the activities of the Company while it is a Special Purpose Acquisition Company) after the earlier to occur of a consummation of a business combination or the liquidation of the Trust Account.

 

5
 

 

CHINA VANTAGEPOINT ACQUISITION COMPANY AND SUBSIDIARY

(A Company in the Development Stage)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2013

 

Note 1—Organization, Business Operations and Going Concern, continued

 

Accordingly, pursuant to its Amended and Restated Memorandum and Articles of Association, on February 27, 2013, each Public Shareholder (i) received a pro-rata portion of the Trust Account and (ii) for every 100 Subunits held by a shareholder, such shareholder retained one ordinary share. Increments of less than 100 Subunits only received the applicable pro-rata portion of the Trust Account. Accordingly, on February 27, 2013, the holders of the Subunits received a pro-rata share of the Trust Account, consisting in the aggregate of $16,529,397 and Public Shareholders retained 16,440 ordinary shares. After the distribution of the funds held in the Trust Account, the Initial Shareholders owned 98% of the outstanding ordinary shares which constituted a change of control of the Company. On February 25, 2013, upon the Public Shareholders approval of its Amended and Restated Memorandum and Articles of Association, the Company was permitted to continue its existence past the date of February 25, 2013. After February 25, 2013, the Company’s objective is to seek a Business Combination with an operating company.

 

From September 3, 2010 (the Company’s inception) through February 25, 2013, under the Company’s former Memorandum and Articles of Association, the Company was considered a Special Purpose Acquisition Company and was subject to certain limitations under these articles. The Company had limited access to the funds from its Public Offering and Warrant Offering, which were placed into the Trust Account. Pursuant to its former Memorandum and Articles of Association, if the Company had not completed a Business Combination prior to February 25, 2013 it would have automatically dissolved and be forced to liquidate its assets. Furthermore, the Initial Shareholders were not permitted to trade their shares. Subsequent to February 25, 2013, in connection with the approval of its Amended and Restated Articles of Association, all of these limitations and restrictions have been removed.

 

On August 23, 2012, the Company formed BDH Acquisition Corp (“BDH”), a Delaware corporation, with authorized capital at formation consisting of 1,000 shares of common stock, $0.001 par value, for the purpose of effecting a future business combination with Black Diamond Holdings, LLC, a Colorado limited liability corporation (“Black Diamond”), which was not completed.

 

On August 24, 2012, in connection with the Acquisition Agreement, the Company and Black Diamond entered into an expense reimbursement agreement (the “Expense Agreement”), whereby Black Diamond had agreed to pay certain expenses on behalf of the Company. The Expense Agreement is discussed further in Note 6 - Merger and Share Exchange Agreement, along with a discussion of the termination of the Acquisition Agreement.

 

As explained further in Note 4 - Commitments and Contingencies, on May 10, 2013, the Company received a refundable advance of $50,000 from an operating company seeking to merge with the Company.

 

The Company will need to raise additional capital through loans or additional investments from its Initial Shareholders, officers, directors, or third parties. None of the Initial Shareholders, officers or directors is under any obligation to advance funds to, or to invest in, the Company. Accordingly, the Company may not be able to obtain additional financing. If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of its business plan, and reducing overhead expenses. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. These unaudited financial statements do not include any adjustments that might result from the outcome of these uncertainties.

 

6
 

 

CHINA VANTAGEPOINT ACQUISITION COMPANY AND SUBSIDIARY

(A Company in the Development Stage)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2013

 

Note 2—Significant Accounting Policies

 

Principles of Consolidation

 

The accompanying condensed consolidated financial statements include the accounts of China VantagePoint Acquisition Company and BDH. All significant intercompany transactions and balances have been eliminated in consolidation.

 

Cash and cash equivalents

 

Cash: The Company maintains its cash with high credit quality financial institutions. At times, the Company’s cash and cash equivalents may be uninsured or in deposit accounts that exceed the Federal Deposit Insurance Corporation (“FDIC”) insurance limit. As of June 30, 2013, substantially all of the Company’s funds were held at one financial institution.

 

Cash Equivalents: The Company considers all short-term investments with a maturity of three months or less when purchased to be cash equivalents.

 

Loss per share

 

Ordinary loss per share is computed by dividing net loss by the weighted-average number of ordinary shares outstanding during the period. Ordinary shares included in Subunits subject to possible redemption at June 30, 2013 and 2012 of 0 and 1,846,327, respectively, have been excluded from the calculation of basic loss per share since such shares, if redeemed, would have only participated in their pro rata share of the Trust Account earnings. Loss per share assuming dilution would give effect to dilutive options, warrants, and other potential ordinary shares outstanding during the period. The Company has not considered the effect of warrants to purchase 0 and 5,605,289 ordinary shares at June 30, 2013 and 2012, respectively, in the calculation of diluted loss per share, since the exercise of the warrants was contingent upon the occurrence of future events. On February 25, 2013, the warrants expired. During the three and six months ended June 30, 2013 and 2012, there were no other outstanding dilutive options, warrants, or other potential ordinary shares which would affect the fully diluted loss per share.

 

Ordinary shares included in Subunits subject to possible redemption

 

The Company accounted for its ordinary shares included in Subunits subject to possible redemption in accordance with the guidance enumerated in ASC 480 “Distinguishing Liabilities from Equity”. Ordinary shares subject to mandatory redemption (if any) are classified as liability instruments and are measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. The Company’s ordinary shares feature certain redemption rights that are considered by the Company to be outside of the Company’s control and subject to the occurrence of uncertain future events. On February 27, 2013, the Company distributed to each of the Public Shareholders their pro rata interest in the Trust Account, and accordingly, at June 30, 2013, there remained no ordinary shares subject to possible redemption. At December 31, 2012, the ordinary shares included in Subunits subject to possible redemption were presented as temporary equity, outside of the shareholders’ equity section of the Company’s balance sheet.

 

Income taxes

 

The Company accounts for income taxes under 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 statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized.

 

7
 

 

CHINA VANTAGEPOINT ACQUISITION COMPANY AND SUBSIDIARY

(A Company in the Development Stage)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2013

 

Note 2—Significant Accounting Policies, continued

 

Income taxes, continued

 

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 has identified the Cayman Islands, the United States and the State of Florida as its only major tax jurisdictions, as defined. 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. Since the Company was incorporated on September 3, 2010, the evaluation was performed for the 2010, 2011 and 2012 tax years, which are the only completed periods subject to examination. The Company is on a calendar year for tax purposes. The Company believes that its income tax positions and deductions would be sustained on audit and does not anticipate any adjustments that would result in a material changes to its financial position.

 

The Company is considered an exempted company in the Cayman Islands for tax purposes. As an exempted company, the Company is able to avoid direct taxation from the Cayman Islands government for a period of 20 years if such direct taxation were ever introduced in the Cayman Islands by obtaining a tax undertaking from the Cayman Islands government.

 

The Company’s policy for recording interest and penalties associated with audits is to record such items as a component of income tax expense. There were no amounts accrued for penalties or interest as of or during the period from September 3, 2010 (Inception) through June 30, 2013. Management is currently unaware of any issues under review that could result in significant payments, accruals or material deviations from its position.

 

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 financial statements.

 

Note 3—Public Offering and Warrant Offering

 

On February 25, 2011, the Company sold 2,750,000 units at an offering price of $6.00 per Unit. Each Unit included one Subunit and one-half of a warrant. Each Subunit consisted of one ordinary share and one-half of a warrant. On March 8, 2011, the underwriters of the Public Offering exercised their over-allotment option for an additional 412,500 Units, or an aggregate offering of 3,162,500 Units. The warrants expired on February 25, 2013, in connection with the Company not having consummated a Business Combination within the required time period. On February 27, 2013, in connection with the distribution of the interests in the Trust Account, all Units and Subunits were redeemed, all warrants expired, and pursuant to the February 25, 2013 Amended and Restated Memorandum and Articles of Association, holders of Subunits retained one ordinary share for every full 100 Subunits owned (See Note 5). In the aggregate, 16,440 ordinary shares were retained by the former Public Shareholders.

 

8
 

 

CHINA VANTAGEPOINT ACQUISITION COMPANY AND SUBSIDIARY

(A Company in the Development Stage)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2013

 

Note 3—Public Offering and Warrant Offering, continued

 

Holders had the option to continue to hold Units or separate their Units into the component pieces. However, no fractional Public Warrants would be issued and only whole Public Warrants would trade. The Subunits would continue to trade as a Subunit consisting of one ordinary share and one-half of a Public Warrant until the consummation of a Business Combination, at which time they would automatically separate and the Subunits would no longer be outstanding. Since no fractional Public Warrants would be issued and only whole Public Warrants would trade, investors would need to either have not separated their Units at this time or have a number of Subunits divisible by two at that time or they would lose a portion of the Public Warrants they would otherwise be entitled to.

 

On February 25, 2011, the Company also sold 2,642,856 warrants at a price of $0.35 per warrant (the “Warrant Offering Warrants”), for an aggregate purchase price of $925,000 (the “Warrant Offering”). The sale of the Warrant Offering Warrants occurred simultaneously with the consummation of the Public Offering. The proceeds the Company received from the Warrant Offering were placed in the Trust Account.

 

The Public Warrants, Insider Warrants and EBC/Third Party Warrants were collectively referred to as the “Warrants.” The Warrants expired on February 25, 2013.

 

The Company entered into an agreement with the underwriters of the Public Offering (the “Underwriting Agreement”). Pursuant to the Underwriting Agreement, the Company paid 3.5% of the gross proceeds of the Public Offering or $664,125 as underwriting discounts and commissions upon the closing of the Public Offering, including the exercise of the over-allotment option.

 

Note 4—Commitments and Contingencies

 

The Company agreed to pay an aggregate of $7,500 a month for office space and general and administrative services to an entity affiliated with the Company, commencing February 17, 2011 and ending on the liquidation of the trust account on February 25, 2013. The Company subsequently entered into a second agreement with this affiliate, to extend this arrangement past February 25, 2013, on a month to month basis. This affiliated entity also occasionally pays for travel and other expenses of the Company not related to general and administrative services. The Company is obligated to reimburse them for these expenses. At June 30, 2013, the Company has included in accounts payable – related party $218,525 representing an obligation to this affiliate company for this office space, these general and administrative services, and these reimbursable expenses.

 

The Company had engaged EBC as an investment banker in connection with its initial Business Combination to provide it with assistance in negotiating and structuring the terms of the initial Business Combination. These services included assisting the Company with valuing and structuring the offer made to a target business and negotiating its definitive agreement with Black Diamond. The Company would have paid EBC a cash fee for such services upon the consummation of its initial Business Combination in an amount equal to $600,000. The engagement of EBC expired on February 25, 2013.

 

Refundable Advance

 

On May 10, 2013, the Company received a refundable advance of $50,000 from an operating company seeking to merge with the Company.

 

9
 

 

CHINA VANTAGEPOINT ACQUISITION COMPANY AND SUBSIDIARY

(A Company in the Development Stage)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2013

 

Note 5—Shareholders’ Equity

 

Ordinary Shares

 

The Company is authorized to issue up to 50,000,000 ordinary shares with a par value of $0.001 per share.

 

In connection with the organization of the Company, on September 3, 2010, a total of 790,625 shares (718,750 shares before the effect of the share dividend, discussed below) of the Company’s ordinary shares were sold to the Initial Shareholders at a price of $0.0316 per share ($0.0348 per share before the effect of the share dividend, discussed below) for an aggregate of $25,000.

 

Effective February 18, 2011, the Company’s Board of Directors authorized a share dividend of 0.1 ordinary share for each outstanding ordinary share. All share amounts presented have been restated to reflect the effect of this share dividend.

 

On February 17, 2011, the Initial Shareholders placed their initial shares into an escrow account maintained by Continental Stock Transfer & Trust Company, acting as escrow agent. Subject to certain limited exceptions, these shares will not be transferable during the escrow period which expires on the first anniversary of the closing date of the initial Business Combination. These shares were released from escrow on February 27, 2013, upon the Company’s distribution of the funds held in the Trust Account.

 

In the event that the subunits offered in the Public Offering (the “Subunits”) traded at or below $5.70 per Subunit, there was able to be released from the Trust Account amounts necessary for the Company to purchase up to 50% of the Subunits sold in the Public Offering (1,581,250 Subunits) at any time commencing on April 19, 2011 and ending on the date the Company announced a Business Combination. Purchases were made only in open market transactions pursuant to a 10b5-1 plan entered into by the Company on February 16, 2011 (the “Repurchase Plan”), which required the Company to maintain a limit order for the Subunits at $5.70 per Subunit during the purchase period until the maximum number of Subunits had been purchased. On August 27, 2012, the Company announced that it had entered into a merger and share exchange agreement (the “Acquisition Agreement”) pursuant to which it planned to acquire Black Diamond (the “Black Diamond Merger”) and, accordingly, was no longer permitted to make any repurchases of its Subunits under the Repurchase Plan. Through August 27, 2012, the Company had purchased 400,134 Subunits under this plan at a cost of $2,307,892.

 

Pro-rata Distribution of the Trust Account

 

Upon the approval of the Continued Existence Proposal, as discussed in Note 1, each shareholder received (i) a pro-rata portion of the Company’s Trust Account and (ii) for every one hundred Subunits held by a shareholder, such shareholder retained one ordinary share. Increments of less than one hundred Subunits only received the applicable pro-rata portion of the Trust Account. Accordingly, on February 27, 2013, the holders of Subunits received a pro-rata portion of the Trust Account, consisting in the aggregate of $16,529,397. Further, holders of the Subunits retained 16,440 ordinary shares. Effective on February 25, 2013, all warrants were terminated and equity instruments outstanding consisted solely of 807,056 ordinary shares.

 

10
 

 

CHINA VANTAGEPOINT ACQUISITION COMPANY AND SUBSIDIARY

(A Company in the Development Stage)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2013

 

Note 5—Shareholders’ Equity, continued

 

Preferred Shares

 

On February 16, 2011, the Company amended the capital clause of the Memorandum and Articles of Association authorizing the issuance of up to 5,000,000 preferred shares with a par value of $0.001 with such designations as may be determined by the Board of Directors of the Company from time to time.

 

Unit Purchase Option

 

On February 25, 2011, the Company issued a unit purchase option, for $100, to EBC or its designees to purchase 175,000 units at an exercise price of $6.60 per unit commencing on the later of (i) one year from the effective date of the registration statement or (ii) the consummation of an initial Business Combination, and expiring upon the earlier of (i) the liquidation of the Trust Account if we had not completed a Business Combination within the required time periods or (ii) three years from the closing of the Company’s initial Business Combination (but in no event would the option expire more than five years from the effective date of the registration statement for the Public Offering). On February 25, 2013, the unit purchase option expired worthless.

 

Note 6Merger and Share Exchange Agreement

 

On August 24, 2012, the Company, BDH, Black Diamond, all of the Class A members of Black Diamond, certain Preferred Members of Black Diamond and Black Diamond Financial Group, LLC, a Delaware limited liability company and the manager of Black Diamond, entered into the Acquisition Agreement. The Company was not able to consummate the Acquisition Agreement by February 25, 2013. On June 5, 2013, the Acquisition Agreement was terminated.

 

Expense Agreement

 

On August 24, 2012, in connection with the Acquisition Agreement, the Company and Black Diamond entered into the Expense Agreement. Pursuant to the Expense Agreement, Black Diamond had agreed to (i) assume and pay up to $250,000 of the costs and expenses (including but not limited to reasonable legal fees) of the Company that had accrued up to the date that the Acquisition Agreement was signed (August 24, 2012), and (ii) pay, so long as the Company does not materially breach the representations and warranties it made in the Acquisition Agreement, all of the costs and expenses (including but not limited to reasonable legal fees and expenses related to the merger) incurred by the Company from and after the signing of the Acquisition Agreement. Costs covered under the Expense Agreement up to August 24, 2012 were net of the Company’s balance of cash on hand on that date (excluding the amount in trust). Any expenses incurred through December 31, 2012 were considered covered under the Expense Agreement and were deemed to be costs incurred by Black Diamond and through December 31, 2012 were recorded as amounts “Due from Black Diamond” on the Company’s condensed consolidated balance sheet. During the three and six months ended June 30, 2013, no additional amounts were recorded as amounts “Due from Black Diamond” under the Expense Agreement.

 

Furthermore, pursuant to the Expense Agreement, promptly after Black Diamond or one or more of Black Diamond’s subsidiaries or portfolio companies receives an aggregate of $2,500,000 of proceeds from all financing transactions (including, but not limited to, issuing debt or equity securities of Black Diamond, selling assets of and/or receiving amounts in repayment of debt) occurring after August 24, 2012, Black Diamond shall deposit the sum of $250,000 in the bank account of the Company to pay for expenses as described above.

 

Through June 30, 2013, the Company has recorded as “Due from Black Diamond” a total of $466,799, pursuant to the Expense Agreement. As of June 30, 2013 and through August 13, 2013, no amounts were received from Black Diamond in connection with this Expense Agreement. The Company has made attempts to collect the amounts due to the Company pursuant to the Expense Agreement, but these collection efforts have not been successful. On December 31, 2012, the Company recorded a charge of $466,799 to fully reserve the amount due from Black Diamond pursuant to the Expense Agreement.

 

11
 

 

Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

Forward-Looking Statements

 

This Quarterly Report on Form 10-Q includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). We have based these forward-looking statements on our current expectations and projections about future events. These forward-looking statements are subject to known and unknown risks, uncertainties and assumptions about us that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “may,” “should,” “could,” “would,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “continue,” or the negative of such terms or other similar expressions. Factors that might cause or contribute to such a discrepancy include, but are not limited to, those described in our other Securities and Exchange Commission (“SEC”) filings. References to “we”, “us”, “our” or the “Company” are to China VantagePoint Acquisition Company, except where the context requires otherwise.

 

The following discussion should be read in conjunction with our financial statements, together with the notes to those statements, included elsewhere in this Report. Our actual results may differ materially from those discussed in these forward-looking statements because of the risks and uncertainties inherent in future events.

 

Overview

 

We are a blank check company in the development stage, formed on September 3, 2010 to serve as a vehicle to acquire, through a merger, share exchange, asset acquisition, plan of arrangement, recapitalization, reorganization or similar business combination, one or more operating businesses, or control of such operating businesses through contractual arrangements. Although we were not limited to a particular geographic region or industry, we had initially intended to focus on acquiring an operating business with its primary operations located in the People’s Republic of China.

 

We presently have no revenue, have had losses since inception, and have no operations other than the active solicitation of an acquisition target. We had relied upon the sale of our securities to fund our operations.

 

On February 25, 2011, we consummated an initial public offering of 2,750,000 units. On March 11, 2011, we consummated the sale of an additional 412,500 units (collectively with the initial public offering, the “Public Offering”) pursuant to the exercise of the over-allotment by our underwriter. On February 25, 2011, we also consummated an offering of 2,642,856 warrants (the “Warrant Offering”). These offerings raised aggregate net proceeds of $18,944,851. We intended to use this cash, our capital stock, any debt we may incur or a combination of cash, capital stock, and debt, in effecting our initial business combination.

 

On August 24, 2012, we entered into a definitive merger and share exchange agreement (the “Acquisition Agreement”) with Black Diamond Holdings, LLC (“Black Diamond”), pursuant to which, if consummated, we would have redomesticated to the State of Delaware (the “Redomestication”) and would have acquired Black Diamond (the “Black Diamond Merger”). On June 5, 2013, the Acquisition Agreement was terminated.

 

Also on August 24, 2012, in connection with entering into the Acquisition Agreement, we and Black Diamond entered into an expense reimbursement agreement (the “Expense Agreement”), whereby Black Diamond agreed to pay certain expenses on behalf of the Company. Pursuant to the Expense Agreement, Black Diamond agreed to (i) assume and pay up to $250,000 of our costs and expenses (including but not limited to reasonable legal fees) that accrued up to the date that the Acquisition Agreement was signed (August 24, 2012), and (ii) pay, so long as we did not materially breach the representations and warranties in the Acquisition Agreement, all of our costs and expenses (including but not limited to reasonable legal fees and expenses related to the merger) incurred from and after the signing of the Acquisition Agreement. Costs covered under the Expense Agreement up to August 24, 2012 were net of our balance of cash on hand on that date (excluding the amount in trust). As of December 31, 2012, $466,799 had been recorded as a receivable under this Expense Agreement and this amount has been fully reserved at December 31, 2012. During the three and six months ended June 30, 2013, no additional amounts were recorded as amounts “Due from Black Diamond” under the Expense Agreement. Through July 22, 2013, no amounts have yet been received from Black Diamond in connection with this Expense Agreement.

 

 

12
 

 

We were not able to consummate a business combination by February 25, 2013, the deadline to consummate a business combination pursuant to our First Amended and Restated Memorandum and Articles of Association.

 

On February 25, 2013, our shareholders voted to approve a change to our corporate charter and bylaws (the “Second Amended and Restated Memorandum and Articles of Association”) to permit us to continue our existence after February 25, 2013. Specifically, this proposal removed the provision in Article 163 of our Amended and Restated Articles of Association requiring our dissolution and replaced the provision with one that permits us to not dissolve, while requiring us to distribute a pro-rata portion of the Trust Account to holders of our Subunits issued in our Public Offering in exchange for the redemption of 99 out of every 100 Subunits issued in our Public Offering (since the warrants composing part of the Subunit would expire on February 25, 2013, thereafter a Subunit will be equivalent to one ordinary share); and amending our Articles of Association to not require us to comply with Articles 157-163 of the Articles of Association (which governs our activities while we were a Special Purpose Acquisition Company) after the earlier to occur of a consummation of a business combination or the liquidation of the Trust Account.

 

In connection with the amendment to the Second Amended and Restated Memorandum and Articles of Association, each public shareholder received (i) a pro-rata portion of our Trust Account and (ii) for every one hundred Subunits held by a shareholder, such shareholder retained one ordinary share. Increments of less than one hundred Subunits only received the applicable pro-rata portion of the Trust Account. Accordingly, on February, 27, 2013, the holders of Subunits received a pro-rata portion of the Trust Account, consisting in the aggregate of $16,529,397. Further, holders of the Subunits retained 16,440 ordinary shares. Effective on February 25, 2013, all warrants expired and 807,056 ordinary shares were outstanding. No convertible securities were outstanding as of such date.

 

Since February 25, 2013, our objective has been to seek a business combination with an operating company.

 

On May 10, 2013, we received a refundable advance of $50,000 from an operating company seeking to merge with us.

 

Results of Operations

 

We have not generated any revenues to date. Our entire activity since inception up to the closing of our Public Offering on February 25, 2011 was in preparation for that event. After the Public Offering, our activity has been limited to the evaluation of business combination candidates, and we will not generate any operating revenues until the closing and completion of our initial business combination. Until February 25, 2013, we were able to generate small amounts of non-operating income in the form of interest income on cash and cash equivalents. Interest income through February 25, 2013 was not significant in view of current low interest rates on risk-free investments (treasury securities). Subsequent to our pro-rata distribution of the Trust Account, we will no longer receive interest income as a source of working capital. We expect to continue to incur expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses.

 

We incurred net losses of $68,669 and $38,450 for the three months ended June 30, 2013 and 2012 and net losses of $148,987 and $95,623 for the six months ended June 30, 2013 and 2012. We incurred a net loss of $736,212 for the period from September 3, 2010 (inception) through June 30, 2013. Until we enter into a business combination, we will not have revenues.

13
 

 

Liquidity and Capital Resources

 

As of June 30, 2013, we had $42,432 in cash and cash equivalents. Through August 27, 2012, we had used $2,307,892 of the funds that were held in trust to repurchase Subunits and on February 25, 2013, the remainder of the funds that were held in the Trust Account were distributed, pro-rata, to the Public Shareholders.

 

We anticipate that in order to fund our ongoing working capital requirements, we will need to use all of the remaining cash funds as well as entering into contingent fee arrangements with our vendors. We may need to raise additional capital through loans or additional investments from our initial shareholders, officers, directors, or third parties. None of the initial shareholders, officers or directors is under any obligation to advance funds or invest in, us. Accordingly, we may not be able to obtain additional financing. If we are unable to raise additional capital, we may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of our business plan, and controlling overhead expenses. We cannot provide any assurance that new financing will be available to us on commercially acceptable terms, if at all. These factors raise substantial doubt about our ability to continue as a going concern.

 

Off-Balance Sheet Arrangements

 

The Company did not have any off-balance sheet arrangements in the three months ended June 30, 2013.

 

Item 3.Quantitative and Qualitative Disclosures about Market Risk

 

Not applicable to smaller reporting companies.

 

Item 4.Controls and Procedures

 

Evaluation of Disclosure Controls and Procedures

 

Under the supervision and with the participation of our management, including our principal executive and financial officer, we conducted an evaluation of the effectiveness of our disclosure controls and procedures as of the end of the fiscal quarter ended June 30, 2013, as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act. Based on this evaluation, our principal executive and financial officer has concluded that during the period covered by this report, the Company’s disclosure controls and procedures were not effective due to a material weakness in our internal control over financial reporting described below.

 

Disclosure controls and procedures are designed to ensure that information required to be disclosed by us in our Exchange Act reports is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

 

Management has concluded, based on its evaluation, that as of June 30, 2013, internal control over financial reporting was not effective due to (i) the Company’s inability to timely file its Transition Report on Form 10-K for the nine months ended December 31, 2012 and its Quarterly Report on Form 10-Q for the quarter ended March 31, 2013, and (ii) the lack of effective communications of material information between executive management and accounting personnel responsible for external reporting.

 

The control deficiency regarding the lack of effective communications could result in material misstatements of significant accounts and disclosures that would result in a material misstatement to our interim or annual consolidated financial statements that would not be prevented or detected. Accordingly, our management has determined that this control deficiency constitutes a material weakness.

 

14
 

 

Remediation Initiative and Progress

 

Our intentions have been to comply with the information and reporting requirements of the federal securities laws applicable to us. However, due to a lack of liquidity which was exacerbated by the fact that we were not able to consummate a business combination, we did not have the financial resources to timely file our Transition Report on Form 10-K for the nine months ended December 31, 2012 and our Quarterly Report on Form 10-Q for the quarter ended March 31, 2013. On June 24, 2013, we filed our Transition Report on Form 10-K. On July 25, 2013, we filed our Quarterly Report on Form 10-Q for the quarter ended March 31, 2013. Provided that we can generate sufficient liquidity, we intend to comply with our future reporting requirements.

 

Further, our management has implemented additional control procedures to provide for the orderly and timely communication of material agreements and other potentially material financial information to its accounting personnel.

 

Changes in Internal Control over Financial Reporting

 

Other than described above, there was no change in our internal control over financial reporting that occurred during the quarter ended June 30, 2013 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

 

15
 

 

PART II.OTHER INFORMATION

 

 

Item 1.Legal Proceedings

 

None.

 

Item 1A.Risk Factors

 

Not applicable to smaller reporting companies.

 

Item 2.Unregistered Sales of Equity Securities and Use of Proceeds 

 

 

Recent Sales of Unregistered Securities

 

None.

 

Use of Proceeds

 

From the completion of our initial public offering through June 30, 2013, we have incurred $975,814 of operating expenses, used $2,307,892 from the amounts held in our trust account to repurchase our Subunits, and returned the remaining $16,529,397 held in trust back to our Public Shareholders.

 

Item 3.Defaults Upon Senior Securities

 

None.

 

Item 4.Mine Safety Disclosures

 

Not applicable.

 

Item 5.Other Information

 

None.

 

Item 6.Exhibits

 

Exhibit
No.
  Document
Description
31.1   Certification of the Principal Executive, Accounting and Financial Officer pursuant to Rule 13A-14(A)/15D-14(A) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1   Certification of the Principal Executive, Accounting and Financial Officer pursuant to 18 U.S.C. 1350 (Section 906 of the Sarbanes-Oxley Act of 2002).
101.INS   XBRL Instance Document.
101.SCH   XBRL Taxonomy Schema.
101.CAL   XBRL Taxonomy Extension Calculation Linkbase.
101.DEF   XBRL Taxonomy Extension Definition Linkbase.
101.LAB   XBRL Taxonomy Extension Label Linkbase.
101.PRE   XBRL Taxonomy Extension Presentation Linkbase.

 

16
 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

       
  CHINA VANTAGEPOINT ACQUISITION COMPANY


   
Date:  August 15, 2013    
  By: /s/  Wei Li  
    Name: Wei Li  
   

Title:

 

 

Chief Executive Officer

(Principal Executive, Accounting
and Financial Officer)

 
     

 

 

 

 

17
 

Exhibit Index

 

 

Exhibit
No.
  Document
Description
31.1   Certification of the Principal Executive, Accounting and Financial Officer pursuant to Rule 13A-14(A)/15D-14(A) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1   Certification of the Principal Executive, Accounting and Financial Officer pursuant to 18 U.S.C. 1350 (Section 906 of the Sarbanes-Oxley Act of 2002).
101.INS   XBRL Instance Document.
101.SCH   XBRL Taxonomy Schema.
101.CAL   XBRL Taxonomy Extension Calculation Linkbase.
101.DEF   XBRL Taxonomy Extension Definition Linkbase.
101.LAB   XBRL Taxonomy Extension Label Linkbase.
101.PRE   XBRL Taxonomy Extension Presentation Linkbase.

 

 

18