UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

 

Washington, D.C. 20549

 

FORM 10-Q

 

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

 

For the quarterly period ended March 31, 2013

 

¨	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: 000-54351

 

GLOBAL CORNERSTONE HOLDINGS LIMITED

(Exact name of registrant as specified in its charter)

 

British Virgin Islands		66-0758906
(State or other jurisdiction of		(I.R.S. Employer
incorporation or organization)		Identification Number)

 

352 Park Avenue South
13 th Floor
New York, NY	10010
(Address of principal executive offices)	(Zip Code)

 

Registrant’s telephone number, including area code:  (212) 822-8165

 

Not Applicable

 (Former name or former address, 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 Website, if any, every Interactive Date 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 definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 

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

 

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 May 10, 2013, there were 1,756,098 ordinary shares of the Company issued and outstanding. 

 

 

Global cornerstone holdings limited

TABLE OF CONTENTS

 

PART I. FINANCIAL INFORMATION	3
ITEM 1. CONDENSED INTERIM FINANCIAL STATEMENTS	3
Condensed Interim Balance Sheets	3
Condensed Interim Statements of Operations	4
Condensed Interim Statement of Shareholders’ Equity (Deficit)	5
Condensed Interim Statements of Cash Flows	6
Notes to Condensed Interim Financial Statements	7
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	12
Overview	12
Results of Operations
Liquidity and Capital Resources	13
Critical Accounting Policies	14
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	15
ITEM 4. CONTROLS AND PROCEDURES	15
PART II. OTHER INFORMATION	15
ITEM 1A. RISK FACTORS	15
ITEM 6. Exhibits	16
Ex-31.1
Ex-31.2
Ex-32.1
Ex-32.2

 

 

PART 1 – FINANCIAL INFORMATION

 

ITEM 1. CONDENSED INTERIM FINANCIAL STATEMENTS

 

GLOBAL CORNERSTONE HOLDINGS LIMITED
(A Corporation in the Development Stage)

CONDENSED INTERIM BALANCE SHEETS

 

		March 31, 2013				December 31, 2012
		(Unaudited)				(Audited)
ASSETS:
Current assets:
Cash and cash equivalents		$	56,200			$	23,084
Prepaid insurance			-				5,147
Total current assets			56,200				28,231
Investments held in Trust Account			-				80,003,120
Total assets		$	56,200			$	80,031,351
LIABILITIES AND SHAREHOLDERS' (DEFICIT):
Current Liabilities
Accounts payable		$	16,500			$	-
Notes payable to affiliates			280,000				125,000
Total current liabilities			296,500				125,000
Commitments and contingencies
Ordinary shares subject to possible redemption; 8,000,000 shares (at redemption value) at December 31, 2012			-				80,000,000
Shareholders' (deficit):
Preferred shares, no par value; five classes of unlimited shares authorized; none issued and outstanding			-				-
Ordinary shares, no par value; unlimited shares authorized; 1,756,098 shares issued and outstanding (excludes 8,000,000 shares subject to possible redemption at December 31, 2012)			935,798				935,798
Deficit accumulated during the development stage			(1,176,098	)			(1,029,447	)
Total shareholders' (deficit), net			(240,300	)			(93,649	)
Total liabilities and shareholders' (deficit)		$	56,200			$	80,031,351

 

See accompanying notes to condensed interim financial statements.

 

 

GLOBAL CORNERSTONE HOLDINGS LIMITED
(A Corporation in the Development Stage)

 

CONDENSED INTERIM STATEMENTS OF OPERATIONS (UNAUDITED)

 

										Period from
										January 13, 2011
		Three Months Ended								(inception) through
		March 31, 2013				March 31, 2012				March 31, 2013
Revenue		$	-			$	-			$	-
General and administrative expenses			146,675				149,175				1,179,242
Loss from operations			(146,675	)			(149,175	)			(1,179,242	)
Other Income
Interest income			24				218				3,144
Net loss attributable to ordinary shares not subject to possible redemption		$	(146,651	)		$	(148,957	)		$	(1,176,098	)
Weighted average number of ordinary shares outstanding (excludes shares subject to possible redemption), basic and diluted			1,931,512				2,477,574				2,369,110
Net loss per ordinary share, basic and diluted		$	(0.08	)		$	(0.06	)		$	(0.50	)

 

See accompanying notes to condensed interim financial statements.

 

 

GLOBAL CORNERSTONE HOLDINGS LIMITED
(A Corporation in the Development Stage)

 

CONDENSED INTERIM STATEMENT OF SHAREHOLDERS’ EQUITY (DEFICIT)

 

For the Period from January 13, 2011 (date of inception) to March 31, 2013

 

										Deficit
										Accumulated
										During the				Total
		Ordinary Shares								Development				Shareholders'
		Shares				Amount				Stage				Equity (Deficit)
Sale of ordinary shares to Sponsor on January 25, 2011 at $0.012 per share  (as adjusted to reflect a forward share split in the form of a dividend on March 9, 2011)			2,019,512			$	25,000			$	-			$	25,000
Sale on April 20, 2011 of 8,000,000 units at $10 per unit, (including 7,278,524 shares subject to possible redemption)			8,000,000				80,000,000				-				80,000,000
Underwriters' discount and  offering expenses			-				(4,889,202	)			-				(4,889,202	)
Sale on April 20, 2011 of 3,000,000 private placement warrants to the Sponsor at $1.00 per warrant			-				3,000,000				-				3,000,000
Proceeds subject to possible redemption of 7,278,524 ordinary shares at redemption value			(7,278,524	)			(72,785,240	)			-				(72,785,240	)
Forfeiture of Sponsor Shares in connection with the underwriter's election to not exercise its over-allotment option in full			(263,414	)			-				-				-
Net loss attributable to ordinary shareholders not subject to possible redemption			-				-				(350,551	)			(350,551	)
Balance at December 31, 2011 (audited)			2,477,574				5,350,558				(350,551	)			5,000,007
De-recognition of deferred underwriters' compensation			-				2,800,000				-				2,800,000
Change in shares subject to possible redemption to 8,000,000 ordinary shares at redemption value			(721,476	)			(7,214,760	)			-				(7,214,760	)
Net loss attributable to ordinary shareholders not subject to possible redemption			-				-				(678,896	)			(678,896	)
Balance at December 31, 2012 (audited)			1,756,098				935,798				(1,029,447	)			(93,649	)
Net loss attributable to ordinary shareholders			-				-				(146,651	)			(146,651	)
Balance at March 31, 2013 (unaudited)			1,756,098				935,798			$	(1,176,098	)		$	(240,300	)

 

See accompanying notes to condensed interim financial statements.

 

 

GLOBAL CORNERSTONE HOLDINGS LIMITED
(A Corporation in the Development Stage)

CONDENSED INTERIM STATEMENTS OF CASH FLOWS (UNAUDITED)

 

										Period from
										January 13, 2011
		Three Months Ended								(inception) through
		March 31, 2013				March 31, 2012				March 31, 2013
Cash Flows from Operating Activities:
Net loss		$	(146,651	)		$	(148,957	)		$	(1,176,098	)
Adjustments to reconcile net loss to net cash used in operating activities:
Increase (decrease) attributable to changes in operating assets and liabilities
Prepaid insurance			5,147				23,164				-
Prepaid expenses			-				110				-
Accounts payable			16,500				-				16,500
Net cash used in operating activities			(125,004	)			(125,683	)			(1,159,598	)
Cash Flows from Investing Activities:
Principal deposited in Trust Account			-				-				(80,000,000	)
Interest reinvested in Trust Account			-				(218	)			(3,120	)
Payments from Trust Account			80,003,120				-				80,003,120
Net cash provided by (used in) investing activities			80,003,120				(218	)			-
Cash Flows from Financing Activities:
Proceeds from notes payable to affiliates			155,000				-				430,000
Payment of notes payable to affiliates			-				-				(150,000	)
Proceeds from sale of ordinary shares to Sponsor			-				-				25,000
Proceeds from Public Offering			-				-				80,000,000
Proceeds from issuance of Sponsor Warrants			-				-				3,000,000
Payment of offering costs			-				-				(2,089,202	)
Redemption of Public Shares			(80,000,000	)			-				(80,000,000	)
Net cash provided by (used in) financing activities			(79,845,000	)			-				1,215,798
Increase (decrease) in cash and cash equivalents			33,116				(125,901	)			56,200
Cash and cash equivalents at beginning of the period			23,084				485,091				-
Cash and cash equivalents at end of the period		$	56,200			$	359,190			$	56,200

 

See accompanying notes to condensed interim financial statements.

 

 

GLOBAL CORNERSTONE HOLDINGS LIMITED
(A Corporation in the Development Stage)  
NOTES TO CONDENSED INTERIM FINANCIAL STATEMENTS
(Unaudited)

 

Note 1. Condensed Interim Financial Information

 

The accompanying condensed interim financial statements have been prepared in accordance with accounting principles generally accepted in the United States (GAAP) and pursuant to the accounting and disclosure rules and regulations of the Securities and Exchange Commission (the “SEC”), and reflect all adjustments, consisting only of normal recurring adjustments, which are, in the opinion of management, necessary for a fair presentation of the financial position as of March 31, 2013 and the financial results for the three months ended March 31, 2013 and March 31, 2012 and the period from January 13, 2011 (date of inception) to March 31, 2013. Certain information and disclosures normally included in financial statements prepared in accordance with GAAP have been omitted pursuant to such rules and regulations. Interim results are not necessarily indicative of the results of operations to be expected for a full fiscal year.

 

These unaudited condensed financial statements should be read in conjunction with the financial statements and notes thereto included in the Company’s Annual Report on Form 10-K filed with the SEC on April 1, 2013.

 

Note 2. Organization and Business Operations

 

Incorporation

 

Global Cornerstone Holdings Limited (the “Company”) was incorporated in the British Virgin Islands on January 13, 2011. The Company was originally formed for the purpose of acquiring, engaging in a share exchange, share reconstruction and amalgamation or contractual control arrangement with, purchasing all or substantially all of the assets of, or engaging in any other similar business combination with one or more businesses or assets (“initial business combination”). All activity from inception (January 13, 2011) through January 20, 2013 was related to the Company’s formation and capital raising activities and seeking a suitable initial business combination.

 

The registration statement for the Company’s initial public offering (the “Public Offering”) was declared effective April 15, 2011. On April 20, 2011, the Company sold 8,000,000 units at a price of $10.00 per unit (the “Public Units”) in the Public Offering. Each unit consisted of one ordinary share of the Company, no par value (the “Public Shares”), and one warrant to purchase one ordinary share (the “Public Warrants”). The Company paid an underwriting discount of $1.6 million, or 2.0% of the Public Unit offering price, to the underwriters at the closing of the Public Offering, with an additional fee of $2.8 million, or 3.5% of the gross Public Offering proceeds, payable upon the Company’s consummation of an initial business combination (the “Deferred Underwriters’ Compensation”).

 

Also on April 20, 2011, simultaneously with the closing of the Public Offering, members of the Global Cornerstone Holdings, LLC (the “Sponsor”), purchased $3,000,000 of warrants (the “Private Warrants and, together with the Public Warrants, the “Warrants”) in a private placement (the “Private Placement”). An aggregate of $80,000,000 from the proceeds of the Public Offering, the Private Placement and the Deferred Underwriters’ Compensation was placed in a trust account held in the name of the Company (the “Trust Account”) on April 20, 2011. None of the funds held in the Trust Account (other than the accrued interest) were to be released until the earlier of: (i) the consummation of an initial business combination, (ii) a redemption of Public Shares prior to any voluntary winding-up in the event the Company did not consummate an initial business combination within the applicable period, or (iii) pursuant to any liquidation.

 

On January 4, 2013, the Company determined that, despite having participated in in-person or telephonic discussions with representatives of 107 potential acquisition targets, conducted diligence with respect to 43 potential acquisition targets, entered into non-disclosure agreements with 35 potential acquisition targets or their representatives and negotiated several non-binding letters of intent concerning potential business combinations in the period since the Public Offering, the Company would be unable to consummate an initial business combination by January 20, 2013, the deadline included in the Company’s memorandum and articles of association and described in the Public Offering prospectus.

 

 

In accordance with the Company’s memorandum and articles of association and subject to applicable law, on or about January 22, 2013, the Company redeemed all of the Public Shares (the “Redemption”) for cash equal to (a) the amount held in the Trust Account divided by (b) the total number of Public Shares. The Redemption completely extinguished such holders’ rights as shareholders of the Company, including the right to receive further liquidation distributions, if any. On such date, there was a total of $80,000,000 available for redemption of the 8,000,000 Public Shares outstanding, which resulted in a redemption price of $10.00 per share. No payments were made with respect to any of the Company’s outstanding Warrants, which expired worthless. The Company’s Deferred Underwriters’ Compensation liability also terminated.

 

On January 29, 2013, the Board of Directors of the Company adopted an Amended and Restated Memorandum and Articles of Association (the “Amended M&A”) to, among other things, remove references to its status as a special purpose acquisition company.

 

The Company’s objective is to achieve long-term growth potential through one or more combinations with operating companies or businesses. The Company is not restricted in its search for potential candidates to companies engaged in any specific business, industry or geographical location and, thus, may acquire any type of business. The Company’s current management continues to seek acquisition targets or other uses for the Company, subject to several important factors, including the availability of financing. As an alternative, the Company might seek to obtain value from its status as a public company through a sale to or combination with a private operating company seeking such status as a means of “going public”.

 

Going Concern Consideration

 

As indicated in the accompanying financial statements, at March 31, 2013, the Company had $56,200 in cash, current liabilities of $296,500 and working capital deficit of $240,300. Further, the Company has incurred and expects to continue to incur losses. These factors, among others, indicate that the Company may be unable to continue operations as a going concern unless further financing from related parties is received.

 

No adjustment has been made in the condensed interim financial statements to the amounts and classifications of assets and liabilities which could result should the Company be unable to continue as a going concern.

 

Note 3. Significant Accounting Policies

 

Development Stage Company

 

The Company is considered to be in the development stage as defined by FASB ASC 915, “Development Stage Entities,” and is subject to the risks associated with activities of development stage companies.

 

Net Loss Per Share

 

Basic net loss per share is computed by dividing net loss by the weighted average number of shares of ordinary shares outstanding during the period (which excludes shares subject to possible redemption as of December 31, 2012) in accordance with FASB ASC 260, “Earnings Per Share”. Diluted net loss per share is computed by dividing net loss by the weighted average number of ordinary shares outstanding, and for the three months ended March 31, 2012, to the extent dilutive, the incremental number of ordinary shares to settle warrants issued in the Public Offering and private placement, as calculated using the treasury stock method. As the Company reported a net loss for the three months ended March 31, 2012, the effect of the 11,000,000 warrants (including 3,000,000 warrants issued to the members of the Sponsor in the Private Placement), have not been considered in the diluted loss per ordinary share because their effect was anti-dilutive. As a result, for the three months ended March 31, 2012, dilutive loss per ordinary share is equal to basic loss per ordinary share.

 

Reclassifications

 

Certain reclassifications have been made to amounts previously reported for 2012 to conform with the 2013 presentation. Such reclassifications have no effect on previously reported net loss.

 

Redeemable Ordinary Shares

 

As discussed in Note 2, all of the 8,000,000 Public Shares sold as part of a Public Unit in the Public Offering contained a redemption feature which allowed for their redemption under the Company's liquidation or tender offer/shareholder approval provisions. In accordance with ASC 480, redemption provisions not solely within the control of the Company require the security to be classified outside of permanent equity. Ordinary liquidation events, which involve the redemption and liquidation of all of the entity's equity instruments, are excluded from the provisions of ASC 480. Although the Company did not specify a maximum redemption threshold, its Memorandum and Articles of Association prior to its amendment on January 29, 2013 provided that in no event would the Company redeem its Public Shares in an amount that would cause its net tangible assets (shareholders' equity) to be less than $5,000,001.

 

 

The Company recognized changes in redemption value immediately as they occurred and adjusted the carrying value of the security to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable ordinary shares were affected by charges against paid-in capital.

 

As discussed in Note 2, on January 22, 2013 the Company redeemed all Public Shares at a redemption price of $10.00 per share. Consequently, on December 31, 2012, 8,000,000 of the 8,000,000 Public Shares were classified outside of permanent equity at their redemption value.

 

Use of Estimates

 

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.

 

Concentration of Credit Risk

 

Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which at times may exceed the federal depository insurance coverage of $250,000. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts.

 

Income Taxes

 

Under the laws of the British Virgin Islands, the Company is generally not subject to income taxes. Accordingly, no provision for income taxes has been made in the accompanying financial statements.

 

The Company is required to determine whether its tax positions are more likely than not to be sustained upon examination by the applicable taxing authority, including resolution of any related appeals or litigation processes, based on the technical merits of the position. The tax benefit recognized is measured as the largest amount of benefit that has a greater than fifty percent likelihood of being realized upon ultimate settlement with the relevant taxing authority. De-recognition of a tax benefit previously recognized results in the Company recording a tax liability that increases ending deficit accumulated during the development stage. Based on its analysis, the Company has determined that it has not incurred any liability for unrecognized tax benefits as of March 31, 2013 or December 31, 2012. The Company’s conclusions may be subject to review and adjustment at a later date based on factors including, but not limited to, on-going analyses of and changes to tax laws, regulations and interpretations thereof.

 

The Company recognizes interest and penalties related to unrecognized tax benefits in interest expense and other expenses, respectively. No interest expense or penalties have been recognized as of and for the period from January 13, 2011 (date of inception) to March 31, 2013. The Company is subject to income tax examinations by major taxing authorities since inception.

 

The Company may be subject to potential examination by U.S. federal, U.S. states or foreign jurisdiction authorities in the areas of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with U.S. federal, U.S. state and foreign tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.

 

Fair Value of Financial Instruments

 

Unless otherwise disclosed, the fair values of financial instruments, including cash, cash equivalents and the notes payable to related parties, approximate their carrying amount due primarily to their short-term nature.

 

Recent Accounting Pronouncements

 

Management does not believe that any other recently issued, but not effective, accounting standards, if currently adopted, would have a material effect on the Company’s financial statements.

 

Note 4. Related Party Transactions

 

Founder Shares - On January 25, 2011, the Sponsor purchased 2,019,512 ordinary shares as adjusted, (the “Founder Shares”) for $25,000, or $0.012 per share. This amount has been adjusted as the Company effected a forward share split in the form of a dividend effective March 9, 2011, and issued 395,983 additional shares to the Sponsor.

 

 

Forfeiture - As a result of the underwriters’ over-allotment option not being exercised for the Public Offering, the Sponsor forfeited an aggregate of 263,414 Founder Shares on May 5, 2011. After giving effect to the forfeitures and the Redemption discussed in Note 2, the Sponsor owns 1,756,098, or 100.0%, of the Company’s issued and outstanding shares.

 

Private Warrants - Members of the Sponsor purchased an aggregate of 3,000,000 warrants (the “Private Warrants”) at $1.00 per warrant (for an aggregate purchase price of $3,000,000) from the Company on a private placement basis simultaneously with the closing of the Public Offering. In conjunction with the Redemption discussed in Note 2, the Private Warrants expired worthless.

 

Note 5. Other Related Party Transactions

 

Administrative and Management Fees

 

Commencing June 1, 2011 and until the date of the Redemption , the Company paid Global Cornerstone Holdings LLC, the Sponsor, an entity controlled by the Company's officers and director, a total of $3,000 per month for office space and general administrative services, including secretarial support. In addition, commencing April 18, 2011 and until the date of the Redemption, the Company paid a fee to the Sponsor, which in turn was paid to the Company's Chief Financial Officer and Executive Vice-President, Byron I. Sproule (a member of the sponsor), as follows: (i) upon consummation of the Public Offering, in an aggregate amount of approximately $35,000 for services performed prior thereto and (ii) thereafter, in the amount of approximately $17,000 per month for services performed until January 20, 2013. Such administrative and management fees, totaling approximately $20,000 per month, continue to be paid to the Sponsor upon the same terms and conditions of the expired agreements.

 

Notes Payable

 

On January 24, 2011, and February 15, 2011, the Company issued unsecured promissory notes for $100,000 and $50,000, respectively, to Global Cornerstone Holdings LLC. The proceeds from the notes were used to fund a portion of the organizational and offering expenses related to the Public Offering owed by the Company to third parties. These notes were repaid on April 20, 2011.

 

On November 21, 2012, December 5, 2012 and January 9, 2013, the Company issued unsecured promissory notes for $50,000, $75,000 and $35,000, respectively, to Global Cornerstone Holdings LLC (the “Sponsor Working Capital Notes”). The notes bear no interest and are payable only on the consummation of a business combination.

 

On January 24, 2013 and March 7, 2013, the Company issued a promissory note to The Dunning Group Inc., an affiliate of the Company's Chief Executive Officer, in the amount of $25,000 and $30,000, respectively. The notes bear no interest and are payable only on the consummation of a business combination.

 

On February 12, 2013 and on March 4, 2013, the Company issued a promissory note to Global Cornerstone Holdings, LLC in the amount of $20,000 and $45,000, respectively. The notes bear no interest and are payable only on the consummation of a business combination.

 

The proceeds from the notes were used to fund working capital of the Company.

 

On April 1, 2013, the Company and the Sponsor entered into an Omnibus Agreement, pursuant to which the Sponsor Working Capital Notes were amended to delete the ability to convert such notes into warrants of the Company.

 

Note 6. Fair Value Measurement

 

The Company complies with FASB ASC 820, Fair Value Measurements, for its financial assets and liabilities that are re-measured and reported at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value at least annually.

 

The following tables present information about the Company’s assets that are measured at fair value on a recurring basis as of March 31, 2013 and December 31, 2012, respectively, and indicate the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value. In general, fair values determined by Level 1 inputs utilize quoted prices (unadjusted) in active markets for identical assets or liabilities. Fair values determined by Level 2 inputs utilize data points that are observable such as quoted prices, interest rates and yield curves. Fair values determined by Level 3 inputs are unobservable data points for the asset or liability, and includes situations where there is little, if any, market activity for the asset or liability:

 

 

Fair Value of Financial Assets as of March 31, 2013

 

										Significant Other				Significant
		Balances, at				Quoted Prices in				Observable				Unobservable
		March 31,				Active Markets				Inputs				Inputs
Description		2013				(Level 1)				(Level 2)				(Level 3)
Assets:
Cash and cash equivalents		$	56,200			$	56,200				—				—
Investments held in Trust Account			—				—				—				—
Total		$	56,200			$	56,200				—				—

 

Fair Value of Financial Assets as of December 31, 2012

 

										Significant Other				Significant
		Balances, at				Quoted Prices in				Observable				Unobservable
		December 31,				Active Markets				Inputs				Inputs
Description		2012				(Level 1)				(Level 2)				(Level 3)
Assets:
Cash and cash equivalents		$	23,084			$	23,084				—				—
Investments held in Trust Account			80,003,120				80,003,120				—				—
Total		$	80,026,204			$	80,026,204				—				—

 

The fair values of the Company’s cash and cash equivalents and investments held in the Trust Account are determined through market, observable and corroborated sources.

 

Note 7. Shareholders’ Equity (Deficit)

 

Ordinary Shares - The Company has unlimited ordinary shares authorized. Holders of the Company’s ordinary shares are entitled to one vote for each ordinary share. At March 31, 2013 and December 31, 2012 there were 1,756,098 ordinary shares outstanding, respectively. Ordinary shares outstanding at December 31, 2012 excludes 8,000,000 Public Shares subject to possible redemption, which were redeemed on January 20, 2013.

 

Preferred Shares - The Company is authorized to issue an unlimited number of preferred shares in five different classes with such designations, voting and other rights and preferences as may be determined from time to time by the Board of Directors. No preferred shares have been issued.

 

 

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

Special Note Regarding Forward-Looking Statements

 

All statements other than statements of historical fact included in this Form 10-Q including, without limitation, statements under “Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding our financial position, business strategy and the plans and objectives of management for future operations, are forward looking statements. When used in this Form 10-Q, words such as “anticipate,” “believe,” “estimate,” “expect,” “intend” and similar expressions, as they relate to us or our management, identify forward looking statements. Such forward looking statements are based on the beliefs of management, as well as assumptions made by, and information currently available to, our management. Actual results could differ materially from those contemplated by the forward looking statements as a result of certain factors detailed in our filings with the Securities and Exchange Commission (the “SEC”). All subsequent written or oral forward looking statements attributable to us or persons acting on our behalf are qualified in their entirety by this paragraph.

 

Overview

 

Global Cornerstone Holdings Limited (the “Company”) was incorporated in the British Virgin Islands on January 13, 2011. The Company was originally formed for the purpose of acquiring, engaging in a share exchange, share reconstruction and amalgamation or contractual control arrangement with, purchasing all or substantially all of the assets of, or engaging in any other similar business combination with one or more businesses or assets. All activity from inception (January 13, 2011) through March 31, 2013 was related to the Company’s formation and capital raising activities and seeking a suitable business combination.

 

The registration statement for the Company’s initial public offering (the “Public Offering”) was declared effective April 15, 2011. On April 20, 2011, the Company sold 8,000,000 units at a price of $10.00 per unit (the “Public Units”) in the Public Offering. Each unit consisted of one ordinary share of the Company, no par value (the “Public Shares”), and one warrant to purchase one ordinary share (the “Public Warrants”). The Company paid an underwriting discount of $1.6 million, or 2.0% of the Public Unit offering price, to the underwriters at the closing of the Public Offering, with an additional fee of $2.8 million, or 3.5% of the gross Public Offering proceeds, payable upon the Company’s consummation of an initial business combination (the “Deferred Underwriters’ Compensation”).

 

Also on April 20, 2011, simultaneously with the closing of the Public Offering, members of Global Cornerstone Holdings, LLC (the “Sponsor”), purchased $3,000,000 of warrants (the “Private Warrants and, together with the Public Warrants, the “Warrants”) in a private placement (the “Private Placement”). An aggregate of $80,000,000 from the proceeds of the Public Offering, the Private Placement and the Deferred Underwriters’ Compensation was placed in a trust account held in the name of the Company (the “Trust Account”) on April 20, 2011. None of the funds held in the Trust Account (other than the accrued interest) were to be released until the earlier of: (i) the consummation of an initial business combination, (ii) a redemption of Public Shares prior to any voluntary winding-up in the event the Company did not consummate an initial business combination within the applicable period, or (iii) pursuant to any liquidation.

 

On January 4, 2013, the Company determined that, despite having participated in in-person or telephonic discussions with representatives of 107 potential acquisition targets, conducted diligence with respect to 43 potential acquisition targets, entered into non-disclosure agreements with 35 potential acquisition targets or their representatives and negotiated several non-binding letters of intent concerning potential business combinations in the period since the Public Offering, the Company would be unable to consummate an initial business combination by January 20, 2013, the deadline included in the Company’s memorandum and articles of association and described in the Public Offering prospectus.

 

In accordance with the Company’s memorandum and articles of association and subject to applicable law, on or about January 22, 2013, the Company redeemed all of the Public Shares (the “Redemption”) for cash equal to (a) the amount held in the Trust Account divided by (b) the total number of Public Shares. The Redemption completely extinguished such holders’ rights as shareholders of the Company, including the right to receive further liquidation distributions, if any. On such date, there was a total of $80,000,000 available for redemption of the 8,000,000 Public Shares outstanding, which resulted in a redemption price of $10.00 per share. No payments were made with respect to any of the Company’s outstanding Warrants, all of which expired worthless. The Company’s Deferred Underwriters’ Compensation liability also terminated.

 

Effective January 20, 2013, Gregory E. Smith, Alan G. Hassenfeld and Elliot Stein, Jr. resigned as directors of the Company. In addition, Mr. Smith resigned as the Company’s President.

 

 

On January 29, 2013, the board of directors of the Company adopted an Amended and Restated Memorandum and Articles of Association (the “Amended M&A”). The adoption of the Amended M&A did not require shareholder approval. The following is a summary of certain provisions of the Amended M&A as adopted by the board of directors.

 

	·	All provisions relating to the Company’s status as a special purpose acquisition company and its pursuit of a business combination were eliminated;
	·	Directors cannot by resolution authorize additional classes of shares whereas they previously were permitted to do so;
	·	Share transfers will require approval by the Company’s board of directors or members, which approval may be denied at the discretion of the board of directors and/or the members;
	·	Directors/officers of the Company may propose amendments to the Company’s memorandum and articles of association;
	·	The board of directors was declassified;
	·	Annual meetings of members are no longer mandatory;
	·	Where a quorum for a meeting of members is not present within two hours of the start time, a member-called meeting shall be dissolved and all other such meetings shall be adjourned to the next business day, which determination was formerly at the discretion of the Chairman of the board of directors;
	·	The Company’s indemnification obligation is limited to directors, whereas officers, key employees and advisors were previously indemnified by the Company;
	·	Adjournments of meetings of the members require the consent of the meeting, whereas the Chairman of the board of directors previously determined adjournments; and
	·	A director is no longer obligated to disclose to the Company his or her interest in a transaction involving or contemplated by the Company.

 

Business

 

The Company’s objective is to achieve long-term growth potential through one or more combinations with operating companies or businesses. The Company is not restricted in its search for potential candidates to companies engaged in any specific business, industry or geographical location and, thus, may acquire any type of business. The Company’s current management continues to seek acquisition targets or other uses for the Company, subject to several important factors, including the availability of financing. As an alternative, the Company might seek to obtain value from its status as a public company through a sale to or combination with a private operating company seeking such status as a means of “going public”.

 

Liquidity and Capital Resources

 

On January 22, 2013, we effectuated the Redemption. As of March 31, 2013, we had approximately $56,200 of cash available for general corporate purposes. Our balance sheet as of that date reflected total liabilities of approximately $296,500. The board of directors anticipates that the Company will need to raise capital to fund ongoing operations, including the compliance cost of continuing to remain a public reporting company, and to fund the acquisition of an operating business.

 

The Company does not currently have any specific capital-raising plans. We may receive funds from some or all of our officers, director or Sponsor, and we may seek to issue equity or debt securities, including preferred securities for which we may determine the rights and designations, common stock, warrants, equity rights, convertibles notes and any combination of the foregoing. Any such offering may take the form of a private placement, public offering, rights offering, other offering or any combination of the foregoing at fixed or variable market prices or discounts to prevailing market prices. We cannot assure you that we will be able to raise sufficient capital on favorable, or any, terms. We believe the issuance of equity or debt securities in such a financing will not be subject to shareholder approval if the Company’s common stock is not then listed on a national exchange or traded on Nasdaq. Accordingly, you may not be entitled to vote on any future financing by the Company. Moreover, shareholders have no preemptive or other rights to acquire any securities that the Company may issue in the future.

 

Off-balance sheet financing arrangements

 

We have no obligations, assets or liabilities which would be considered off-balance sheet arrangements. We do not participate in transactions that create relationships with unconsolidated entities or financial partnerships, often referred to as variable interest entities, which would have been established for the purpose of facilitating off-balance sheet arrangements.

 

We have not entered into any off-balance sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities, or entered into any non-financial assets.

 

 

Contractual obligations

 

We do not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities other than (i) a monthly administration fee of $3,000 that was payable to Global Cornerstone Holdings LLC, our Sponsor, for office space, secretarial and administrative services and (ii) a monthly management fee of approximately $17,000 that was payable to our Sponsor, which was in turn paid to our Chief Financial Officer and Executive Vice-President, Byron I. Sproule (a member of our Sponsor).

 

We began incurring the monthly management fee on April 18, 2011 and the administrative services fee on June 1, 2011.

 

Critical Accounting Policies

 

The preparation of interim financial statements and related disclosures in conformity with generally accepted accounting principles in the United States (“GAAP”) requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the interim financial statements, and income and expenses during the periods reported. Actual results could materially differ from those estimates. We have identified the following as our critical accounting policies:

 

Cash and cash equivalents

 

The Company considers all highly liquid investments with original maturities of three months or less to be cash equivalents.

 

Development Stage Company

 

The Company is considered to be in the development stage as defined by FASB ASC 915, “Development Stage Entities,” and is subject to the risks associated with activities of development stage companies. Through March 31, 2013, the Company’s efforts have been limited to organizational activities, activities relating to its Public Offering, activities relating to identifying and evaluating prospective acquisition candidates. The Company has not generated any revenues. The Company will not generate any operating revenues until after completion of a business combination, at the earliest.

 

Redeemable Ordinary Shares

 

As discussed in Note 2, all of the 8,000,000 Public Shares contained a redemption feature which allows for the redemption of ordinary shares under the Company's liquidation or tender offer/shareholder approval provisions. In accordance with ASC 480, redemption provisions not solely within the control of the Company require the security to be classified outside of permanent equity.  Ordinary liquidation events, which involve the redemption and liquidation of all of the entity's equity instruments, are excluded from the provisions of ASC 480.  Although the Company did not specify a maximum redemption threshold, its memorandum and articles of association provided that in no event would the Company redeem its public shares in an amount that would cause its net tangible assets (shareholders' equity) to be less than $5,000,001.

 

Prior to December 31, 2012, the Company recognized changes in redemption value immediately as they occurred and adjusted the carrying value of the security to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable ordinary shares were affected by charges against paid-in capital.

 

On January 22, 2013, the Company redeemed the Public Shares at a redemption price of $10.00 per share. On December 31, 2012, 8,000,000 of the 8,000,000 Public Shares were classified outside of permanent equity at their redemption value. The redemption value was equal to the pro rata share of the aggregate amount then on deposit in the Trust Account, including interest but less taxes payable.

 

Loss per ordinary share

 

Loss per share is computed by dividing net loss applicable to ordinary shareholders by the weighted average number of ordinary shares outstanding for the period. Diluted net loss per share is computed by dividing net loss by the weighted average number of ordinary shares outstanding, and for the three months ended March 31, 2012, to the extent dilutive, the incremental number of ordinary shares to settle warrants issued in the Public Offering and private placement, as calculated using the treasury stock method. As the Company reported a net loss for the three months ended March 31, 2012, the effect of the 11,000,000 warrants (including 3,000,000 warrants issued to the members of the Sponsor in the Private Placement), have not been considered in the diluted loss per ordinary share because their effect was anti-dilutive. As a result, for the three months ended March 31, 2012, dilutive loss per ordinary share is equal to basic loss per ordinary share.

 

Use of estimates

 

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.

 

 

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 interim financial statements.

 

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

We were incorporated in the British Virgin Islands on January 13, 2011 for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more operating businesses. We were considered in the development stage at March 31, 2013 and have not yet commenced any operations. All activity through March 31, 2013 relates to our formation, our initial public offering, our activities related to identifying and evaluating prospective acquisition candidates and the Redemption. We did not have any financial instruments that were exposed to market risks at March 31, 2013.

 

ITEM 4. CONTROLS AND PROCEDURES

 

Disclosure controls and procedures are controls and other procedures that are designed to ensure that the information required to be disclosed in our reports filed or submitted under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.

 

As required by Rules 13a-15 and 15d-15 under the Exchange Act, our Chief Executive Officer and Chief Financial Officer carried out an evaluation of the effectiveness of our disclosure controls and procedures as of March 31, 2012. Based upon their evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) were effective.

 

During the most recently completed fiscal quarter, there has been no change in our internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

 

PART II — OTHER INFORMATION

 

ITEM 1A. RISK FACTORS

 

Factors that could cause our actual results to differ materially from those in this report are any of the risks described in our Annual Report on Form 10-K for the fiscal year ended December 31, 2012, as filed with the SEC. Any of these factors could result in a significant or material adverse effect on our results of operations or financial condition. Additional risk factors not presently known to us or that we currently deem immaterial may also impair our business or results of operations.

 

As of the date of this Report, there have been no material changes to the risk factors disclosed in our Form 10-K for the fiscal year ended December 31, 2012, as filed with the SEC, except we may disclose changes to such factors or disclose additional factors from time to time in our future filings with the SEC.

 

 

ITEM 6. EXHIBITS

 

The following exhibits are filed as part of, or incorporated by reference into, this Quarterly Report on Form 10-Q.

 

Exhibit Number		Description
31.1*		Certification of the Chief Executive Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) under the Securities Exchange Act of 1934, as amended.
31.2*		Certification of the Chief Financial Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) under the Securities Exchange Act of 1934, as amended.
32.1*		Certification of the Chief Executive Officer pursuant to 18 U.S.C. 1350 (Section 906 of the Sarbanes-Oxley Act of 2002)
32.2*		Certification of the Chief 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 Extension Schema Document
101.CAL **		XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF  **		XBRL Taxonomy Extension Definition Linkbase Document
101.LAB **		XBRL Taxonomy Extension Labels Linkbase Document
101.PRE **		XBRL Taxonomy Extension Presentation Linkbase Document
*		Filed herewith.
**		XBRL (eXtensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.

 

 

SIGNATURES

 

In accordance with 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.

 

	Global Cornerstone Holdings Limited
Dated: May 10, 2013	/s/ James D. Dunning, Jr.
	James D. Dunning, Jr.
	Chief Executive Officer
	(Principal executive officer)

 

Dated: May 10, 2013	/s/ Byron Sproule
	Byron Sproule
	Chief Financial Officer and Executive Vice President
	(Principal financial and accounting officer)