ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: |
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| ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: |
NOTE 1 -ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES:
Committed
Capital Acquisition Corporation (the “Company”) (f/k/a
Plastron Acquisition Corp. II) was incorporated in the state of
Delaware on January 24, 2006 for the purpose of raising capital
that is intended to be used in connection with its business plans
which may include a possible merger, acquisition or other business
combination with an operating business.
The
Company is currently in the development stage as defined in
Accounting Standards Codification (“ASC”)
No. 915. All activities of the Company to date relate to
its organization, initial funding, share issuances and the Offering
(defined below). All dollar amounts are rounded to the
nearest thousand dollars.
On
May 27, 2011, the Company commenced the process to convert the
Company to a special purpose acquisition corporation. In
connection with this conversion, the Company filed a Form S-1 with
the United States Securities and Exchange Commission in connection
with its offering to sell up to 5,000,000 units at a price of $5.00
per unit (the “Offering”). The underwriters
for the Offering were granted an over-allotment option to purchase
up to an additional 750,000 units for 45 days after the
effectiveness of the registration statement for the Offering. Each
unit consists of one share of common stock, par value $0.0001 per
share (the "Common Stock"), and one warrant to purchase one share
of Common Stock. Under the terms of the warrant
agreement, the Company has agreed to use its best efforts to file a
post-effective or new registration statement under the Securities
Act of 1933, as amended, following the completion of the
Company's initial business transaction. Each warrant
entitles the holder to purchase one share of common stock at a
price of $5.00. Each warrant will become exercisable
upon the effectiveness of the registration statement to be filed
upon the completion of an initial business transaction and will
expire 45 days thereafter. However, if the Company does
not complete its initial business transaction on or prior to the
21-month or 24-month period allotted to complete the initial
business transaction as described below, the warrants will expire
at the end of such period. If the Company is unable to
deliver registered shares of common stock to the holder upon
exercise of warrants during the exercise period, there will be no
cash settlement of the warrants and the warrants will expire
worthless. The lead underwriter for the Offering is a
related party; see Note 2.
In
connection with the Offering, the Company's initial stockholders
(“initial stockholders”) and designees have committed
to purchase 2,000,000 shares of common stock at a price of $5.00
per share in a private placement which will occur concurrently with
the closing of the Company’s initial business
transaction.
Subsequent
to September 30, 2011, on October 24, 2011, the registration
statement in connection with the Company’s Offering was
declared effective. Additionally, on October 24, 2011,
the Company filed with the Secretary of State of the State of
Delaware its Amended and Restated Certificate of Incorporation to
become a special purpose acquisition company. As a
special purpose acquisition company, the Company will have only 21
months from the date of effectiveness of the registration statement
for the Offering (or 24 months from the date of effectiveness of
such registration statement if a letter of intent or a definitive
agreement has been executed within 21 months from the date of
effectiveness and the Company’s business transaction relating
thereto has not yet been completed within such 21-month period) to
consummate the initial business transaction. If the
Company does not consummate its initial business transaction within
such 21-month (or 24-month) period, the Company will (i) cease all
operations except for the purpose of winding up, (ii) as promptly
as reasonably practicable, but not more than five business days
thereafter, redeem the Company’s public shares for cash equal
to their pro rata share of the aggregate amount then on deposit in
the trust account less taxes and amounts released to the Company
for working capital purposes, subject to applicable law, and (iii)
as promptly as reasonably practicable following such redemption,
subject to the approval of the Company’s remaining
stockholders and its board of directors, dissolve and liquidate the
balance of the Company’s net assets to its remaining
stockholders.
Unlike
most other special purpose acquisition companies, the
Company’s board of directors will have the sole discretion
and authority to approve and consummate its initial business
transaction without seeking stockholder approval. The
Company’s stockholders will not have the opportunity to
redeem their shares of common stock for cash equal to their pro
rata share of the aggregate amount then on deposit in the trust
account upon the consummation of the initial business transaction,
nor will they have the right to vote on the business transaction
unless required by law. If a stockholder vote is required by law,
the Company will conduct a proxy solicitation pursuant to the proxy
rules but will not offer its stockholders the opportunity to redeem
their shares of common stock in connection with such
vote.
The
Company is not limited to a particular industry, geographic region
or minimum transaction value for purposes of consummating its
initial business transaction. The Company will have
virtually unrestricted flexibility in identifying and selecting a
prospective transaction candidate. The Company does not
have any specific merger, capital stock exchange, asset
acquisition, stock purchase, reorganization, exchangeable stock
transaction or other similar business transaction under
consideration or discussion.
On
October 28, 2011, the Company closed on the Offering, including the
exercise in full of the over-allotment option, and issued equity
units consisting of 5,750,000 shares of Common Stock and warrants
to purchase an additional 5,750,000 shares of Common Stock (as
described above) in exchange for gross proceeds of
$28,750,000. The costs of the Offering were
approximately $330,000.
Since
the closing of the Offering, the gross proceeds have been held in a
trust account ("Trust Account"). The Trust Account will
be invested in U.S. "government securities," defined as any
Treasury Bill issued by the United States government having a
maturity of one hundred and eighty (180) days or less or money
market funds meeting the conditions specified in Rule 2a-7 under
the Investment Company Act of 1940. Except for a portion of the
interest income that may be released to the Company to pay income
or other tax obligations and to fund its working capital
requirements, none of the funds held in the Trust Account will be
released until the earlier of (i) the consummation of a business
transaction, (ii) the Company’s redemption of the public
shares sold in the Offering if the Company is unable to consummate
its initial business transaction within the 21-month or 24-month
period set forth above, or (iii) the Company’s liquidation
(if no redemption occurs).
Following
the closing of this Offering and prior to the consummation of the
initial business transaction, in order to fund all expenses
relating to investigating and selecting a target business,
negotiating an acquisition agreement and consummating such
acquisition and the Company’s other working capital
requirements (estimated at $680,000 in aggregate), an affiliate of
the Company’s principal shareholders has agreed to loan the
Company funds from time to time of up to $800,000. See
also Note 2. There are no agreements for facilities or
services between the Company and its initial
shareholders.
The
accompanying unaudited financial statements have been prepared in
accordance with the Securities and Exchange Commission’s
requirements for financial statements. The accompanying unaudited
financial statements should be read in conjunction with the audited
financial statements contained in the Company’s Form 10-K for
the year ended December 31, 2010.
The
financial statements have been prepared in accordance with
accounting principles generally accepted in the United
States.
The
financial information is unaudited. In the opinion of management,
all adjustments (which include normal recurring adjustments)
necessary to present fairly the financial position as of September
30, 2011 and the results of operations and cash flows presented
herein have been included in the financial statements.
The
Company effectuated a 4.21875-for-1 forward stock split on May 20,
2011. All shares have been retroactively restated.
The
preparation of financial statements in conformity with accounting
principles generally accepted in the United States requires
management to make estimates and assumptions that affect the
amounts of assets and liabilities and disclosure of contingent
assets and liabilities at the date of the balance sheet and
reported amounts of revenues and expenses during the reporting
period. Actual results could differ from those
estimates.
The
Company complies with the requirements of ASC 340. Deferred
offering costs consist principally of approximately $267,000 of
legal, accounting and printing fees incurred through the balance
sheet date that are related to the proposed offering and that were
charged to stockholders’ equity upon the completion of the
Offering in October 2011.
The
Company applies a more-likely-than-not recognition threshold for
all tax uncertainties. ASC Topic 740 only allows the recognition of
those tax benefits that have a greater than fifty percent
likelihood of being sustained upon examination by the taxing
authorities. As of September 30, 2011, the Company
reviewed its tax positions and determined there were no
outstanding, or retroactive tax positions with less than a 50%
likelihood of being sustained upon examination by the taxing
authorities. Therefore this standard has not had a material effect
on the Company.
The
Company does not anticipate any significant changes to its total
unrecognized tax benefits within the next 12 months.
The
Company classifies tax-related penalties and net interest as income
tax expense. As of September 30, 2011, no income tax expense has
been incurred.
Basic
loss per share is calculated using the weighted-average number of
shares of common stock outstanding during each reporting period.
Diluted loss per share includes potentially dilutive securities
such as outstanding options and warrants, using various methods
such as the treasury stock or modified treasury stock method in the
determination of dilutive shares outstanding during each reporting
period. The Company does not have any potentially dilutive
instruments.
The
carrying value of cash equivalents approximates fair value due to
the short period of time to maturity.
The
Company has evaluated the recent accounting pronouncements through
ASU 2011-09 and believes that none of them will have a material
effect on the Company’s financial statements.
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