CAPITOL ACQUISITION CORP. II
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(Exact Name of Registrant as Specified in Its Charter)
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Delaware
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27-4749725
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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Large accelerated filer | o | Accelerated filer | o |
Non-accelerated filer | x | Smaller reporting company | o |
(Do not check if smaller reporting company) |
Page
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Part I. Financial Information
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Item 1. Financial Statements
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Condensed Balance Sheets as of March 31, 2013 (Unaudited) and December 31, 2012
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3
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Condensed Statement of Operations (Unaudited) for the three months ended March 31, 2013 and 2012 and for the period from August 9, 2010 (inception) through March 31, 2013
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4
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Condensed Statement of Changes in Stockholders’ Equity (Unaudited) for the period from August 9, 2010 (inception) through March 31, 2013
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5
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Condensed Statement of Cash Flows (Unaudited) for the three months ended March 31, 2013 and 2012 and for the period from August 9, 2010 (inception) through March 31, 2013
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6
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Notes to Unaudited Condensed Financial Statements
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7-11
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
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12
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Item 3. Quantitative and Qualitative Disclosures Regarding Market Risk
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13
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Item 4. Controls and Procedures
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13
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Part II. Other Information
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Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
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14
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Item 6. Exhibits
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15
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Signatures
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16
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March 31,
2013
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December 31,
2012
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(Unaudited)
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ASSETS
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Current assets
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Cash
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$ | 1,047 | $ | 2,577 | ||||
Total current assets
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1,047 | 2,577 | ||||||
Deferred offering costs
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210,289 | 165,198 | ||||||
Total assets
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$ | 211,336 | $ | 167,775 | ||||
LIABILITIES AND STOCKHOLDERS’ EQUITY
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Current Liabilities
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Accounts payable and accrued expenses
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$ | 41,075 | $ | 20 | ||||
Due to related party
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6,906 | - | ||||||
Note payable to related party
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150,000 | 150,000 | ||||||
Total current liabilities
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197,981 | 150,020 | ||||||
Commitments and contingencies
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Stockholders’ equity
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Preferred stock, $0.0001 per share, 1,000,000 shares authorized, none issued or outstanding
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- | - | ||||||
Common stock, $0.0001 par value, 200,000,000 shares authorized; 5,175,000 shares issued and outstanding(1)(2)
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517 | 517 | ||||||
Additional paid-in capital
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24,483 | 24,483 | ||||||
Deficit accumulated during development stage
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(11,645 | ) | (7,245 | ) | ||||
Total stockholders’ equity
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13,355 | 17,755 | ||||||
Total liabilities and stockholders’ equity
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$ | 211,336 | $ | 167,775 |
(1)
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Share amounts 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 (see Note 7)
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(2)
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This number includes an aggregate of 675,000 shares that are subject to forfeiture if the over-allotment option is not exercised by the underwriters. Also includes 1,125,000 shares that are subject to forfeiture if the last sales prices of the Company’s stock does not equal or exceed $13.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period within four years following the closing of the Company’s initial business combination.
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For the three months ended
March 31, 2013
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For the three months ended
March 31, 2012
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For the period from August 9, 2010 (inception) through
March 31, 2013
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Formation and operating costs
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$ | (4,400 | ) | $ | (568 | ) | $ | (11,645 | ) | |||
Net loss
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$ | (4,400 | ) | $ | (568 | ) | $ | (11,645 | ) | |||
Weighted average number of common shares outstanding, basic and diluted (1)(2)
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5,175,000 | 5,175,000 | ||||||||||
Basic and diluted net loss per share
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$ | (0.00 | ) | $ | (0.00 | ) |
(1)
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Share amounts 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 (see Note 7)
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(2)
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This number includes an aggregate of 675,000 shares that are subject to forfeiture if the over-allotment option is not exercised by the underwriters. Also includes 1,125,000 shares that are subject to forfeiture if the last sales prices 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.
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Deficit
accumulated
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Additional
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during | Total | ||||||||||||||||||
Common Stock
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paid–in | development | stockholders’ | |||||||||||||||||
Shares
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Amount
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capital | stage |
equity
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Balance, August 9, 2010 (inception)
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- | $ | - | $ | - | $ | - | $ | - | |||||||||||
Common stock issued at approximately $0.006 per share to initial stockholders on February 3, 2011(1) (2)
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5,175,000 | 517 | 24,483 | - | 25,000 | |||||||||||||||
Net loss for the year ended December 31, 2011
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- | - | - | (2,477 | ) | (2,477 | ) | |||||||||||||
Balance, December 31, 2011
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5,175,000 | 517 | 24,483 | (2,477 | ) | 22,523 | ||||||||||||||
Net loss for the year ended December 31, 2012
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- | - | - | (4,768 | ) | (4,768 | ) | |||||||||||||
Balance, December 31, 2012
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5,175,000 | 517 | 24,483 | (7,245 | ) | 17,755 | ||||||||||||||
Net loss for the three months ended March 31, 2013 (Unaudited)
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- | - | - | (4,400 | ) | (4,400 | ) | |||||||||||||
Balance, March 31, 2013 (Unaudited)
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5,175,000 | $ | 517 | $ | 24,483 | $ | (11,645 | ) | $ | 13,355 |
(1)
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Share amounts 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 (see Note 7)
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(2)
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This number includes an aggregate of 675,000 shares that are subject to forfeiture if the over-allotment option is not exercised by the underwriters. Also includes 1,125,000 shares that are subject to forfeiture if the last sales prices of the Company’s stock does not equal or exceed $13.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period within four years following the closing of the Company’s initial business combination.
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For the three months ended March 31, 2013
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For the three months ended March 31, 2012
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For the period
from August 9, 2010 (inception)
through
March 31, 2013
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Cash Flows from Operating Activities
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Net loss
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$ | (4,400 | ) | $ | (568 | ) | $ | (11,645 | ) | |||
Adjustments to reconcile net loss to net cash provided by (used in) operating activities
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Changes in operating assets and liabilities:
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Other current assets
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- | 400 | - | |||||||||
Accounts payable and accrued expenses
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2,850 | - | 2,870 | |||||||||
Net cash used in operating activities
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(1,550 | ) | (168 | ) | (8,775 | ) | ||||||
Cash Flows from Financing Activities
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Proceeds from note payable to related party
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- | - | 150,000 | |||||||||
Proceeds from related party
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6,906 | - | 6,906 | |||||||||
Proceeds from issuance of common stock to initial stockholders
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- | - | 25,000 | |||||||||
Payment of deferred offering costs
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(6,886 | ) | - | (172,084 | ) | |||||||
Net cash provided by (used in) financing activities
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20 | - | 9,822 | |||||||||
Net (decrease) increase in cash
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(1,530 | ) | (168 | ) | 1,047 | |||||||
Cash at beginning of period
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2,577 | 33,589 | - | |||||||||
Cash at end of period
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$ | 1,047 | $ | 33,421 | $ | 1,047 | ||||||
Supplemental Disclosure of Cash Flow Information
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Non-cash financing activities:
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Deferred offering costs included in accounts payable
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$ | 38,205 | $ | - | $ | 38,205 |
Exhibit No.
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Description
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31.1
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Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
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31.2
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Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
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32
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Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
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CAPITOL ACQUISITION CORP. II
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By:
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/s/ Mark D. Ein
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Mark D. Ein
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Chief Executive Officer
(Principal executive officer)
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By:
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/s/ L. Dyson Dryden
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L. Dyson Dryden
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Chief Financial Officer
(Principal financial and accounting officer)
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2.
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3.
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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4. |
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
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a)
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Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the registrant, is made known to us by others within those entities, particularly during the period in which this report is being prepared; and
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b)
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Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under my supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; and
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c)
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Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report my conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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d)
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Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
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5. |
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
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a)
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All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
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b)
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
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/s/ Mark D. Ein
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Mark D. Ein
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Chief Executive Officer
(Principal executive officer)
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2.
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3.
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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4.
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The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
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a)
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Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the registrant, is made known to us by others within those entities, particularly during the period in which this report is being prepared; and
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c)
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Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under my supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; and
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d)
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Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report my conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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e)
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Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
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5.
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The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
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f)
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All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
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g)
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
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/s/ L. Dyson Dryden
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L. Dyson Dryden
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Chief Financial Officer
(Principal financial and accounting officer)
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/s/ Mark D. Ein
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Mark D. Ein
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Chief Executive Officer
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(Principal executive officer)
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/s/ L. Dyson Dryden
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L. Dyson Dryden
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Chief Financial Officer
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(Principal financial and accounting officer)
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Organization, Plan of Business Operations and Liquidity (Details) (USD $)
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3 Months Ended | 0 Months Ended | |
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Mar. 31, 2013
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May 15, 2013
Subsequent Event [Member]
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May 10, 2013
Subsequent Event [Member]
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Organization, Plan of Business Operations and Liquidity (Textual) | |||
Amount received from Offering net of Underwriter's discount and other offering expenses | $ 194,400,000 | ||
Proceeds from issuance of warrants in private placement | 5,600,000 | ||
Number of warrants issued in private placement | 5,600,000 | ||
Amount held in trust account upon closing the offering | 200,000,000 | ||
Price per share sold in offering | $ 10.00 | ||
Percentage of increase in size of offering | 20.00% | ||
Condition for redemption of outstanding public shares | 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 | 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 |
Condensed Statements of Operations (Unaudited) (USD $)
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3 Months Ended | 32 Months Ended | |||||||
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Mar. 31, 2013
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Mar. 31, 2012
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Mar. 31, 2013
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Statements Of Operations [Abstract] | |||||||||
Formation and operating costs | $ (4,400) | $ (568) | $ (11,645) | ||||||
Net loss | $ (4,400) | $ (568) | $ (11,645) | ||||||
Weighted average number of common shares outstanding, basic and diluted (1)(2) | 5,175,000 | [1],[2] | 5,175,000 | [1],[2] | |||||
Basic and diluted net loss per share | $ 0.00 | $ 0.00 | |||||||
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Significant Accounting Policies
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3 Months Ended |
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Mar. 31, 2013
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Significant Accounting Policies [Abstract] | |
Significant Accounting Policies | Note 2 — Significant Accounting Policies
Basis of Presentation
The accompanying unaudited condensed financial statements have been prepared in accordance with United States generally accepted accounting principles (“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 quarter ended March 31, 2013 are not necessarily indicative of the results that may be expected for the year ending December 31, 2013 or any other period.
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. The Company maintains cash balances that may be uninsured or in deposit accounts that exceed Federal Deposit Insurance Corporation limits. At March 31, 2013, the Company’s cash is held at one financial institution.
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, 2012 and 2011 and the period from August 9, 2010 (inception) through December 31, 2010 remain subject to examination as of March 31, 2013. 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 as of or during the period from August 9, 2010 (inception) through March 31, 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.”
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. At March 31, 2013, the Company had not experienced losses on these accounts and management believed 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
Management does not believe that any recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying financial statements.
Subsequent Events
Management of the Company evaluated events that have occurred after the balance sheet date of March 31, 2013 but before the condensed financial statements were available to be issued. Except as disclosed in Notes 1, 3, and 7, management did not identify any recognized or non-recognized subsequent event that would have required adjustment or disclosure in the financial statements. |
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Significant Accounting Policies (Details) (USD $)
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3 Months Ended |
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Mar. 31, 2013
Institution
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Significant Accounting Policies (Textual) | |
Number of financial institution in which cash is held | 1 |
Federal depository insurance coverage amount | $ 250,000 |
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Condensed Statement of Changes in Stockholders' Equity (USD $) Total Common Stock Additional paid-in capital Deficit accumulated during development stageBeginning Balance at Aug. 09, 2010 Beginning Balance, Shares at Aug. 09, 2010 Common stock issued at approximately $0.006 per share to initial stockholders on February 3, 2011(1) (2) [1],[2] 25,000 517 24,483 Common stock issued at approximately $0.006 per share to initial stockholders on February 3, 2011(1) (2), Shares [1],[2] 5,175,000 Net loss (2,477) (2,477) Balance at Dec. 31, 2011 22,523 517 24,483 (2,477) Balance, Shares at Dec. 31, 2011 5,175,000 Net loss (4,768) (4,768) Balance at Dec. 31, 2012 17,755 517 24,483 (7,245) Balance, Shares at Dec. 31, 2012 5,175,000 Net loss (4,400) (4,400) Balance at Mar. 31, 2013 $ 13,355 $ 517 $ 24,483 $ (11,645) Balance, Shares at Mar. 31, 2013 5,175,000
[1] Share amounts 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 (see Note 7) [2] This number includes an aggregate of 675,000 shares that are subject to forfeiture if the over-allotment option is not exercised by the underwriters. Also includes 1,125,000 shares that are subject to forfeiture if the last sales prices 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.