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, 2009
or
o
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 001-33544
ADVANCED
TECHNOLOGY ACQUISITION CORP.
(Exact
name of Registrant as specified in its charter)
Delaware
|
|
68-0635064
|
(State
or other Jurisdiction of
Incorporation
or Organization)
|
|
(I.R.S.
Employer
Identification
Number)
|
14
A ACHIMEIR STREET
RAMAT
GAN ISRAEL 52587
Telephone:
011-972-3-751-3707
(Address,
zip code, and telephone number, including
area
code, of registrant’s principal executive office.)
Indicate
by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 and 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter periods that the Registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes
R
No
¨
Indicate
by check mark whether the registrant has electronically posted on its corporate
Web site, if any, every Interactive Data File required to be submitted and
posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during
the preceding 12 months (or for such shorter period that the registrant was
required to submit and post such files).
Yes
¨
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
definition of “large accelerated filer,” “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act).
¨
Large Accelerated
Filer
R
Accelerated
Filer
¨
Non-Accelerated
Filer
¨
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
R
No
o
As of May
11, 2009 there were 26,953,125 shares of common stock of the Registrant
outstanding.
ADVANCED
TECHNOLOGY ACQUISITION CORP.
FORM
10-Q
For
the Quarter Ended March 31, 2009
INDEX
|
|
Page
|
|
|
|
PART
I. FINANCIAL INFORMATION
|
|
|
|
Item
1.
|
Financial
Statements (Unaudited)
|
|
|
|
|
|
Balance
Sheets
|
3
|
|
|
|
|
Statements
of Operations
|
4
|
|
|
|
|
Statement
of Changes in Stockholders
’
Equity
|
5
|
|
|
|
|
Statement
of Cash Flows
|
6
|
|
|
|
|
Notes
to the Financial Statements
|
7-15
|
|
|
|
Item
2.
|
Management’s
Discussion and Analysis of Financial Condition and Results of
Operations
|
16-19
|
|
|
|
Item
3.
|
Quantitative
and Qualitative Disclosures About Market Risk
|
19
|
|
|
|
Item
4.
|
Controls
and Procedures
|
20
|
|
|
|
PART
II. OTHER INFORMATION
|
|
|
|
|
Item
1.
|
Legal
Proceedings
|
20
|
|
|
|
Item
1A.
|
Risk
Factors
|
20
|
|
|
|
Item
2.
|
Unregistered
Sales of Equity Securities and Use of Proceeds
|
20
|
|
|
|
Item
3.
|
Defaults
upon Senior Securities
|
20
|
|
|
|
Item
4.
|
Submission
of Matters to a Vote of Security Holders
|
20
|
|
|
|
Item
5.
|
Other
Information
|
21
|
|
|
|
Item
6.
|
Exhibits
|
21
|
|
|
|
SIGNATURES
|
22
|
PART
I. FINANCIAL INFORMATION
ADVANCED
TECHNOLOGY ACQUISITION CORP.
(A
Development Stage Corporation)
Balance
Sheets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
ASSETS
|
|
|
|
|
|
|
Current
assets
|
|
|
|
|
|
|
Cash
and cash equivalents
|
|
$
|
30,238
|
|
|
$
|
32,301
|
|
Bank
deposit
|
|
|
1,100,000
|
|
|
|
1,300,000
|
|
Prepaid
expenses
|
|
|
42,300
|
|
|
|
-
|
|
Investment
held in escrow (Note 6)
|
|
|
174,983,406
|
|
|
|
174,542,411
|
|
|
|
|
|
|
|
|
|
|
Total
assets
|
|
$
|
176,155,944
|
|
|
$
|
175,874,712
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES
AND STOCKHOLDERS’ EQUITY
|
|
|
|
|
|
|
|
|
Accounts
payable
|
|
$
|
399,823
|
|
|
$
|
316,119
|
|
Total
liabilities
|
|
|
399,823
|
|
|
|
316,119
|
|
|
|
|
|
|
|
|
|
|
Commitments
and Contingencies (Note 4)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Redeemable
common stock (note 5)
|
|
|
|
|
|
|
|
|
Issued
and outstanding 8,625,000 shares as of March 31, 2009 and
December 31, 2008
|
|
|
67,807,500
|
|
|
|
67,807,500
|
|
|
|
|
|
|
|
|
|
|
Stockholders’
equity (notes 5 & 7)
|
|
|
|
|
|
|
|
|
Preferred
stock, $0.0001 par value Authorized 1,000,000 shares; none
issued
|
|
|
|
|
|
|
|
|
Common
stock, $0.0001 par value Authorized 100,000,000 shares Issued and
outstanding 18,328,125 shares as of March 31, 2009 and December
31, 2008 exclusive of 8,625,000 shares outstanding classified as
Redeemable common stock
|
|
|
1,833
|
|
|
|
1,833
|
|
Warrants
|
|
|
3,625,000
|
|
|
|
3,625,000
|
|
Additional
paid-in capital
|
|
|
98,172,475
|
|
|
|
98,172,475
|
|
Retained
earnings during the development stage
|
|
|
6,149,313
|
|
|
|
5,951,785
|
|
Total
stockholders’ equity
|
|
|
107,948,621
|
|
|
|
107,751,093
|
|
|
|
|
|
|
|
|
|
|
Total
liabilities and stockholders’ equity
|
|
$
|
176,155,944
|
|
|
$
|
175,847,712
|
|
The
accompanying notes are an integral part of these Financial
Statements.
ADVANCED
TECHNOLOGY ACQUISITION CORP.
(A
Development Stage Corporation)
Statements
of Operations
|
|
Three months
Ended
March 31,
2009
|
|
|
Three months
ended
March 31,
2008
|
|
|
For the period
August 24, 2006
(inception) to
March 31,
2009
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating
and formation costs
|
|
$
|
243,495
|
|
|
$
|
154,963
|
|
|
$
|
1,339,793
|
|
Financial
income
|
|
|
441,023
|
|
|
|
1,238,458
|
|
|
|
7,489,106
|
|
Net
income
|
|
|
197,528
|
|
|
|
1,083,495
|
|
|
|
6,149,313
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted
average shares outstanding (Note 2b)
|
|
|
26,953,125
|
|
|
|
26,953,125
|
|
|
|
|
|
Basic
and diluted loss per share
|
|
$
|
0.007
|
|
|
$
|
0.04
|
|
|
|
|
|
The
accompanying notes are an integral part of these Financial
Statements.
ADVANCED
TECHNOLOGY ACQUISITION CORP.
(A
Development Stage Corporation)
Statement
of Changes in Stockholders’ Equity
|
|
Common stock
|
|
|
Additional paid-in
capital
|
|
|
Warrants
|
|
|
Retained earnings
(Accumulated
deficit) during the
development stage
|
|
|
Stockholders’
equity
|
|
|
|
Shares
|
|
|
Amount
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common
shares issued at $0.0001 per share
|
|
|
4,687,500
|
|
|
$
|
469
|
|
|
$
|
18,281
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
18,750
|
|
Net
Loss
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(5,000
|
)
|
|
|
(5,000
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance
at December 31, 2006
|
|
|
4,687,500
|
|
|
|
469
|
|
|
|
18,281
|
|
|
|
-
|
|
|
|
(5,000
|
)
|
|
|
13,750
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common
shares issued at $0.0001 per share (net of issuance expenses of
$933,505)
|
|
|
12,937,500
|
|
|
|
1,294
|
|
|
|
98,151,452
|
|
|
|
-
|
|
|
|
-
|
|
|
|
98,152,746
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issuance
of warrants
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
3,625,000
|
|
|
|
-
|
|
|
|
3,625,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reclassification
of redeemable shares that are no longer redeemable to permanent
equity
|
|
|
703,125
|
|
|
|
70
|
|
|
|
2,742
|
|
|
|
-
|
|
|
|
-
|
|
|
|
2,812
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
income
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
2,861,322
|
|
|
|
2,861,322
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at December
31, 2007
(1)
|
|
|
18,328,125
|
|
|
|
1,833
|
|
|
|
98,172,475
|
|
|
|
3,625,000
|
|
|
|
2,856,322
|
|
|
|
104,655,630
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
income
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
3,095,463
|
|
|
|
3,095,463
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at December
31, 2008
(1)
|
|
|
18,328,125
|
|
|
$
|
1,833
|
|
|
$
|
98,172,475
|
|
|
$
|
3,625,000
|
|
|
$
|
5,951,785
|
|
|
$
|
107,751,093
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
income
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
197,528
|
|
|
|
197,528
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at March 31,
2009
(1)
|
|
|
18,328,125
|
|
|
$
|
1,833
|
|
|
$
|
98,172,475
|
|
|
$
|
3,625,000
|
|
|
$
|
6,149,313
|
|
|
$
|
107,948,621
|
|
1)
|
Exclusive
of 8,625,000 shares outstanding classified as Redeemable common
stock
.
|
The
accompanying notes are an integral part of these Financial
Statements.
ADVANCED
TECHNOLOGY ACQUISITION CORP.
(A
Development Stage Corporation)
Statement
of Cash Flows
|
|
Three months
ended March 31,
2009
|
|
|
Three months
ended March 31,
2008
|
|
|
For the period
August 24, 2006
(inception) to
March 31,
2009
|
|
|
|
|
|
|
|
|
|
|
|
Cash
flows from operating activities
|
|
|
|
|
|
|
|
|
|
Net
income
|
|
$
|
197,528
|
|
|
$
|
1,083,495
|
|
|
$
|
6,149,313
|
|
Adjustments
to reconcile net income to net cash provided by (used in) operating
activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest
receivable from deposits in escrow
|
|
|
(440,995
|
)
|
|
|
(427,494
|
)
|
|
|
(3,908,090
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Changes
in operating assets and liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Increase
in deferred offering costs
|
|
|
-
|
|
|
|
-
|
|
|
|
(233,013
|
)
|
Decrease
in Notes and accounts payables – Stockholders
|
|
|
-
|
|
|
|
-
|
|
|
|
(74,842
|
)
|
Decrease
(Increase) in prepaid expenses
|
|
|
(42,300
|
)
|
|
|
42,300
|
|
|
|
(42,300
|
)
|
Increase
(Decrease) in accounts payable
|
|
|
83,704
|
|
|
|
(27,150
|
)
|
|
|
399,823
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
cash provided by (used in) operating activities
|
|
|
(202,063
|
)
|
|
|
671,151
|
|
|
|
2,290,891
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash
flows used in investment activities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Decrease
(Increase) in bank deposit and escrow
|
|
|
200,000
|
|
|
|
(664,827
|
)
|
|
|
(172,175,315
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
cash provided by (used in) investment activities
|
|
|
200,000
|
|
|
|
(664,827
|
)
|
|
|
(172,175,315
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash
flows from financing activities
|
|
|
|
|
|
|
|
|
|
|
|
|
Repayment
of notes to payable to shareholders
|
|
|
-
|
|
|
|
-
|
|
|
|
(219,000
|
)
|
Proceeds
from issuance of notes payable to stockholders
|
|
|
-
|
|
|
|
-
|
|
|
|
219,000
|
|
Proceeds
from sale of shares of common stock
|
|
|
-
|
|
|
|
-
|
|
|
|
25,000
|
|
Proceeds
from issuance of shares of common stock, net
|
|
|
-
|
|
|
|
-
|
|
|
|
166,264,602
|
|
Proceeds
from issuance of warrants
|
|
|
-
|
|
|
|
-
|
|
|
|
3,625,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
cash provided by financing activities
|
|
|
-
|
|
|
|
-
|
|
|
|
169,914,662
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
increase (decrease) in cash and cash equivalents
|
|
|
(2,063
|
)
|
|
|
6,324
|
|
|
|
30,238
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash
and cash equivalents
at the beginning of
the period
|
|
|
32,301
|
|
|
|
41,869
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash
and cash equivalents
at the end of the
period
|
|
$
|
30,238
|
|
|
$
|
48,193
|
|
|
$
|
30,238
|
|
The
accompanying notes are an integral part of these Financial
Statements.
ADVANCED
TECHNOLOGY ACQUISITION CORP.
(A
Development Stage Corporation)
Notes
to Financial Statements
NOTE
1
|
-
ORGANIZATION AND BUSINESS
OPERATIONS
|
Advanced
Technology Acquisition Corp. (the “Company”) was incorporated in Delaware on
August 24, 2006 as a blank check company whose objective is to effect a merger,
capital stock exchange, asset acquisition, stock purchase or other similar
business combination with a technology or technology-related business that has
operations or facilities located in Israel, or that intends to establish
operations or facilities in Israel, such as research and development,
manufacturing or executive offices, following its initial business
combination.
At March
31, 2009, the Company had not yet commenced any operations. All activities
through March 31, 2009 relate to the Company’s formation and the Public Offering
(“Offering”) described below. The Company has selected December 31 as its fiscal
year-end.
On June
22, 2007 the Company completed the offering. Substantially all net proceeds of
this Offering are intended to be generally applied toward consummating a
business combination with a technology or technology related business that has
operations or facilities located in Israel, or that intends to establish
operations or facilities in Israel, such as research and development,
manufacturing or executive offices, following the Company’s initial business
combination (“Business Combination”). The Company’s management has complete
discretion in identifying and selecting the target business. There is no
assurance that the Company will be able to successfully effect a Business
Combination. Upon the closing of the Offering, 98.27% or $169,518,750 of the
proceeds from the Offering were deposited in trust account (“Trust Account”)
until the earlier of (i) the completion of a Business Combination and (ii)
liquidation of the Company. The placing of funds in the Trust Account may not
protect those funds from third party claims against the Company. Although the
Company will seek to have all vendors, prospective target businesses or other
entities it engages execute agreements with the Company waiving any right in or
to any monies held in the Trust Account, there is no guarantee that they will
execute such agreements. The remaining net proceeds (not held in the Trust
Account) may be used to pay for business, legal and accounting due diligence on
prospective acquisitions, and initial and continuing general and administrative
expenses (including formation expenses). The Company, after signing a definitive
agreement for the acquisition of a target business, is required to submit such
transaction for stockholder approval. The Company will proceed with the initial
business combination only if both a majority of the shares of common stock voted
by the public stockholders are voted in favor of the business combination and
public stockholders owning less than 40% of the shares sold in this offering
exercise their conversion rights described below. All of the Company’s
stockholders prior to the Offering, including all of the officers and directors
of the Company (“Initial Stockholders”), have agreed to vote their founding
shares of common stock in accordance with the vote of the majority in interest
of all other stockholders of the Company (“Public Stockholders”) with respect to
any Business Combination. After consummation of a Business Combination, these
voting safeguards will no longer be applicable.
ADVANCED
TECHNOLOGY ACQUISITION CORP.
(A
Development Stage Corporation)
Notes
to Financial Statements
NOTE
1
|
-
ORGANIZATION AND BUSINESS OPERATIONS
(Cont.)
|
With
respect to a Business Combination which is approved and consummated, the Company
will offer each of its Public Stockholders the right to have such stockholder’s
shares of common stock converted into cash if the stockholder votes against the
business combination. The per share conversion price will equal the amount in
the Trust Account, calculated as of two business days prior to the consummation
of the proposed Business Combination, less any remaining tax liabilities
relating to interest income, divided by the number of shares of common stock
held by Public Stockholders at the consummation of the Offering. Public
Stockholders who convert their stock into their share of the trust account
retain their warrants. The Company will not complete any proposed business
combination which our Public Stockholders owning 40% or more of the shares sold
in this offering both vote against and exercise their conversion
rights.
The
Company’s Certificate of Incorporation provides for mandatory liquidation of the
Company in the event that the Company does not consummate a Business Combination
within 18 months from the date of the consummation of the Offering, or 24 months
from the consummation of the Offering if a letter of intent, agreement in
principle or definitive agreement has been executed within 18 months after the
consummation of the Offering and the business combination relating thereto has
not yet been consummated within such 18-month period. In the event of
liquidation, it is likely that the per share value of the residual assets
remaining available for distribution (including Trust Fund assets) will be less
than the IPO price per share in the Offering (assuming no value is attributed to
the Warrants contained in the Units to be offered in the Offering discussed in
Note 3).
ADVANCED
TECHNOLOGY ACQUISITION CORP.
(A
Development Stage Corporation)
Notes
to Financial Statements
NOTE
2
|
-
SIGNIFICANT ACCOUNTING
POLICIES
|
Deferred
income taxes are provided for the differences between the bases of assets and
liabilities for financial reporting and income tax purposes. A valuation
allowance is established when necessary to reduce deferred tax assets to the
amount expected to be realized.
Basic and
diluted earning per share is computed by dividing net income by the
weighted-average number of shares of common stock outstanding during the period.
The 6,250,000 Shares issued to the Company’s initial stockholders were issued
for $0.004 per share, which is considerably less than the IPO per share price.
Under the provisions of FASB No. 128 and SAB Topic 4:D such shares have been
assumed to be retroactively outstanding for the period since inception.
26,953,125 options were not included in diluted earning per share because the
necessary conditions for their exercisability have not been met.
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 at the date of the financial statements and the reported amounts of
expenses during the reporting period. Actual results could differ from those
estimates.
|
D.
|
Recently
issued accounting
pronouncements
|
FSP
FAS 107-1 and APB 28-1
In April
2009 the FASB issued FASB staff position 107-1 and APB 28-1, "Interim
Disclosures about Fair Value of Financial Instruments". This FSP applies to all
financial instruments within the scope of Statement 107 held by publicly traded
companies, as defined by Opinion 28 and are effective for interim reporting
periods ending after June 15, 2009, with early adoption permitted for periods
ending after March 15, 2009.
FSP FAS
107-1 and APB 28-1 relates to fair value disclosures for any financial
instruments that are not currently reflected on the balance sheet of companies
at fair value. Prior to issuing this FSP, fair values for these assets and
liabilities were only disclosed once a year. The FSP now requires these
disclosures on a quarterly basis, providing qualitative and quantitative
information about fair value estimates for all those financial instruments not
measured on the balance sheet at fair value. The Company is currently evaluating
the additional disclosure requirements of this FSP.
ADVANCED
TECHNOLOGY ACQUISITION CORP.
(A
Development Stage Corporation)
Notes
to Financial Statements
NOTE
2
|
- SIGNIFICANT
ACCOUNTING POLICIES (Cont.)
|
|
D.
|
Recently
issued accounting pronouncements
(Cont.)
|
FSP
FAS 115-2 and FAS 124-2
In April
2009 the FASB issued FASB staff position 115-2 and 124-2, "Recognition and
Presentation of Other-Than-Temporary Impairments" ("OTTI") for investment in
debt securities . This FSP applies to all entities and are effective for interim
and annual reporting periods ending after June 15, 2009, with early adoption
permitted for periods ending after March 15, 2009. Earlier adoption for periods
ending before March 15, 2009, is not permitted.
FSP FAS
115-2 only modifies the existing OTTI model for investments in debt securities.
Note that in a change from the Exposure Draft, the FSP does not address equity
securities; thus, entities with equity securities should continue to follow
other OTTI guidance, including SAB Topic 5.M.
Under the
FSP, the primary change to the OTTI model for debt securities is the change in
focus from an entity’s intent and ability to hold a security until recovery.
Instead, an OTTI is triggered if (1) an entity has the intent to sell the
security, (2) it is more likely than not that it will be required to sell the
security before recovery, or (3) it does not expect to recover the entire
amortized cost basis of the security. In addition, the FSP changes the
presentation of an OTTI in the income statement if the only reason for
recognition is a credit loss (i.e., the entity does not expect to recover its
entire amortized cost basis). That is, if the entity has the intent to sell the
security or it is more likely than not that it will be required to sell the
security, the entire impairment (amortized cost basis over fair value) will be
recognized in earnings.
However,
if the entity does not intend to sell the security and it is not more likely
than not that the entity will be required to sell the security, but the security
has suffered a credit loss, the impairment charge will be separated into the
credit loss component, which is recorded in earnings, and the remainder of the
impairment charge, which is recorded in other comprehensive income (OCI). The
Company is currently evaluating the impact that FSP 142-3 will have, if at all,
on its consolidated financial statements and disclosures.
ADVANCED
TECHNOLOGY ACQUISITION CORP.
(A
Development Stage Corporation)
Notes
to Financial Statements
NOTE
2
|
- SIGNIFICANT
ACCOUNTING POLICIES (Cont.)
|
|
D.
|
Recently
issued accounting pronouncements
(Cont.)
|
FSP
FAS 157-4
In April
2009 the FASB issued FASB staff position 157-4, "Determining Fair Value When the
Volume and Level of Activity for the Asset or Liability Have Significantly
Decreased and Identifying Transactions That Are Not Orderly". This FSP applies
to all assets and liabilities within the scope of accounting pronouncements that
require or permit fair value measurements, except as discussed in paragraphs 2
and 3 of statement 157
.
The FSP is Effective for interim and annual reporting periods ending after June
15, 2009, and shall be applied prospectively.
FSP FAS
157-4 relates to determining fair values when there is no active market or where
the price inputs being used represent distressed sales. It reaffirms what
Statement 157 states is the objective of fair value measurement—to reflect how
much an asset would be sold for in an orderly transaction (as opposed to a
distressed or forced transaction) at the date of the financial statements under
current market conditions. Specifically, it reaffirms the need to use judgment
to ascertain if a formerly active market has become inactive and in determining
fair values when markets have become inactive
.
FSP FAS
157-4 provides guidance on (1) estimating the fair value of an asset or
liability (financial and nonfinancial) when the volume and level of activity for
the asset or liability have significantly decreased and (2) identifying
transactions that are not orderly
.
What are the considerations
related to estimating fair value in the current market? FSP FAS 157-4 indicates
that when determining the fair value of an asset or liability that is not a
Level 1 fair value measurement, an entity should assess whether the volume and
level of activity for the asset or liability have significantly decreased when
compared with normal market conditions. If the entity concludes that there has
been a significant decrease in the volume and level of activity, a quoted price
(e.g., observed transaction) may not be determinative of fair value and may
require a significant adjustment. Statement 157 does not prescribe a specific
approach for calculating the adjustment and indicates that significant judgment
is involved. However, the FSP clarifies that as part of this judgment, an entity
may deem it necessary to change the valuation technique (e.g., move from a
market approach, such as a quoted price, to an income approach, such as a
present value technique) or use multiple valuation techniques (e.g., a
combination of market and income approaches) in determining fair value when
there has been a significant decline in the volume and level of activity
.
The Company is currently
evaluating the impact that FSP 142-3 will have, if at all, on its consolidated
financial statements and disclosures.
ADVANCED
TECHNOLOGY ACQUISITION CORP.
(A
Development Stage Corporation)
Notes
to Financial Statements
The
Offering called for the Company to offer for public sale 18,750,000 Units at a
proposed offering price of $8.00 per Unit (plus additional 2,812,500 units
solely to cover over-allotments).
Each Unit
consisted of one share of the Company’s common stock and one Redeemable Common
Stock Purchase Warrants (“Warrants”). Each Warrant entitles the holder to
purchase from the Company one share of common stock at an exercise price of
$6.00 commencing the later of the completion of a Business Combination and one
year from the effective date of the Offering and expiring four years from the
effective date of the Offering. The Company may redeem the Warrants, at a price
of $.01 per Warrant upon 30 days’ notice after the Warrants become exercisable,
if, and only if, the last sales price of the Company’s common stock equals or
exceeds $11.50 per share for any 20 trading days within a 30 trading day period
ending three business days before the Company sends the notice of redemption.
The Company has agreed to pay to the underwriter in the Offering an underwriting
discount of 3.25% of the gross proceeds of the Offering and an additional
contingent fee of 3.75% of the gross proceeds of the Proposed Offering. Such
additional contingent fees are payable after the consummation of the initial
business combination. The Company issued additional 3,625,000 warrants to
certain of its initial stockholders (“founder warrants”) in the amount of
$3,625,000, which took place in a private placement simultaneously with the
consummation of this offering.
NOTE
4
|
- COMMITMENTS
AND CONTINGENCIES
|
The
Company presently occupies office space provided by certain of the Initial
Stockholders. Such stockholders have agreed that, until the Company consummates
a Business Combination, it will make such office space, as well as certain
office and secretarial services, available to the Company, as may be required by
the Company from time to time. The Company has agreed to pay such stockholders
$10,000 per month for such services commencing on the effective date of the
Offering.
The
initial stockholders will be entitled to make up to two demands that the Company
register their shares pursuant to an agreement to be signed in connection with
the IPO. The holders of the majority of these shares can elect to exercise these
registration rights at any time after the date on which the lock-up period
expires. In addition, these stockholders have unlimited piggy-back registration
rights on registration statements filed subsequent to such date. The Company
will bear the expenses incurred in connection with the filing of any such
registration statements.
The
Company has sold to the underwriter for $100, as additional compensation, an
option to purchase up to a total of 1,125,000 units at a price of $8.80 per
unit. The units issuable upon exercise of this option are identical to those
offered by the Company, except that the warrants underlying such units will
expire five years from the date of the offering
and will become
exercisable on the later of completion of a business combination and 18 months
from the date of the offering
.
ADVANCED
TECHNOLOGY ACQUISITION CORP.
(A
Development Stage Corporation)
Notes
to Financial Statements
NOTE
4
|
- COMMITMENTS
AND CONTINGENCIES (Cont.)
|
Effective June 16, 2008
the Company decided to compensate three newly appointed board members with
$2,000 per month and $500 per meeting. Such compensation is contingent and
payable upon
the consummation of an initial business combination, as
approved by a majority of the shares of common stock of the Company voted by the
Company’s public stockholders. As the business combination has not materialized
yet, the provision of $
40,000
for the compensation of
the new board members has not been recorded in the financial statements as of
March 31, 2009.
NOTE
5
|
- REDEEMABLE
COMMON STOCK
|
The
balance as at March 31, 2009 represents the amount of shares that may be
converted by the shareholders. The amount equals 40% of the proceeds held in the
trust.
Following
the change in structure of the Offering the Company was granted a right to
cancel up to an aggregate of 1,562,500 shares of common stock held by existing
stockholders in the event that the collective ownership of such persons or
entities exceeds 20.0% following the completion of the offering and the exercise
of the over-allotment option by the underwriters. In accordance with the
agreement with the underwriters, this right to cancel shares will be only in an
amount sufficient to cause the existing stockholders to maintain control over
20.0% of the Company’s outstanding shares after giving effect to the offering
and the exercise of the underwriters’ over-allotment option. Upon the
consummation of the Offering, 859,375 of the 1,562,500 were
cancelled.
NOTE
6
|
- INVESTMENT
HELD IN ESCROW
|
The
Company accounts for its investments in accordance with SFAS No. 115,
"Accounting for Certain Investments in Debt and Equity Securities" (“SFAS
115”).
In March
2009, in light of the financial crisis, the Company changed its investment from
short term tax exempted municipal bonds to US Treasury bills
(The Company did not
suffer any expenses due to this transfer).
This
investment is classified as available for sale, recorded at fair value, with any
unrealized appreciation or depreciation in value recorded in Other Comprehensive
Income ("OCI"). Unrealized appreciation for the period was immaterial. Interest
received during the period is recognized in earnings.
The Company initially,
used Lehman Brothers to manage its investment. Following the collapse of Lehman
Brothers, in December 2008 the Company transferred the trust amount to Wachovia
Securities. The Company incurred no losses in that
transfer.
ADVANCED
TECHNOLOGY ACQUISITION CORP.
(A
Development Stage Corporation)
Notes
to Financial Statements
The
Company is authorized to issue 1,000,000 shares of blank check preferred stock
with such designations, voting and other rights and preferences as may be
determined from time to time by the Board of Directors.
NOTE
8
|
- DEFINITE
AGREEMENT WITH BIONESS INC.
|
In
December 22, 2008, the Company had entered into a letter of intent (the “LOI”)
to complete a business combination by means of a merger ( the “Merger”) with
Bioness, Inc., a Delaware corporation (“Bioness”) having significant business
operations in Israel. Pursuant to the Company’s Amended and Restated
Certificate of Incorporation, the execution of the LOI affords the Company a
six-month extension for completion of a business combination, until June 22,
2009.
The LOI
provides that, within four business days following the date of its execution:
(1) certain principal stockholders of the Company (the “Founders”) must enter
into an agreement to cancel an aggregate of 3,625,000 warrants (the “Founder
Warrants”) purchased by the Founders in connection with the Company’s initial
public offering (the "IPO") and (2) the underwriters of the Company’s IPO must
enter into an agreement to cancel the option to purchase up to an aggregate of
1,125,000 units (consisting of the Company Common Stock and warrants to purchase
the Company Common Stock) (the “Unit Purchase Option”) that was granted to such
underwriters in connection with such IPO. The LOI also provides that,
immediately prior the execution of a definitive agreement, the Founders will
deliver to the Company for cancellation for no consideration an aggregate of
1,000,000 shares of Company Common Stock.
The LOI
provides that, following execution of a definitive agreement, Bioness will
commence a tender offer for the purchase of the Company’s outstanding warrants
for four cents per warrant. The LOI further provides that, as a
condition to the tender offer, 100% of the outstanding warrants will be tendered
and not withdrawn. It is a condition to the commencement of the
tender offer that, not later than one business day prior to the announcement by
Bioness of the tender offer, all Founder Warrants and Unit Purchase Option will
be canceled with the consent of the holders thereof. All warrants
purchased in the tender offer will be terminated immediately following their
purchase. Bioness’ obligation to consummate the Merger is conditioned
upon satisfaction of the foregoing conditions to the tender
offer. All costs and expenses related to the tender offer will be
paid by Bioness.
Subject
to certain exceptions, the LOI provides that each of the Company stockholder
that (a) purchased shares of the Company Common Stock in the Company’s IPO or
subsequently purchased shares of the Company Common Stock on the American Stock
Exchange, (b) voted in favor of the Merger, and (c) holds any shares of the
Company Common Stock following the closing of the Merger will be granted a
non-transferable put option to sell such shares to the Company at a price of
$8.20 per share. Such put option will be exercisable during the
30-day period commencing on the second anniversary of the closing of the
Merger.
ADVANCED
TECHNOLOGY ACQUISITION CORP.
(A
Development Stage Corporation)
Notes
to Financial Statements
NOTE
8
|
- DEFINITE
AGREEMENT WITH BIONESS INC. (Cont.)
|
To secure
payment to the holders of the put option, all available funds of the Company
(minus all transaction costs and expenses), on the date of the closing of the
Merger minus a working capital reserve, will be set aside in trust (the “Option
Trust”).
The
consummation of the business combination is subject to, among other things,
negotiation and execution of a definitive agreement, reasonable satisfaction of
due diligence inquires and required stockholder approval. There can
be no assurances that a business combination will be consummated.
Bioness
Inc. is a neuromodulation company marketing non-invasive medical devices and
developing minimally-invasive implantable products intended to treat the tens of
millions of individuals suffering from disabling conditions caused by various
neurological events and conditions (such as stroke and multiple sclerosis),
chronic pain and urological syndromes. Bioness’ non-invasive technologies are
used for central nervous system disorders and may provide such patients with
increased levels of physical independence, productivity and symptom management.
Bioness' investigational lines of minimally-invasive implantable devices target
the peripheral nervous system. The devices are in various stages of research and
design, including clinical trials, and are intended to be smaller, less
invasive, less expensive, more site-specific and safer than current implantable
devices.
ITEM
2.
|
Management’s Discussion and
Analysis of Financial Condition and Results of
Operations
|
Unless otherwise stated in this
Quarterly Report on Form 10-Q, or this “Quarterly Report”, references to the
“Company”, “we,” “us” or “our” refer to Advanced Technology Acquisition Corp.
Unless we tell you otherwise, the term “business combination” as used in this
Quarterly Report means an acquisition of, through a merger, capital stock
exchange, asset acquisition, stock purchase or other similar business
combination with a technology or technology-related business that has operations
or facilities located in Israel, or that intends to establish operations or
facilities in Israel, such as research and development, manufacturing or
executive offices, following our initial business combination. The term “initial
stockholders” as used in this Quarterly Report refers to persons that held
shares of our common stock immediately prior to the date of our initial public
offering. In addition, unless we tell you otherwise, the term “public
stockholders” as used in this Quarterly Report refers to the holders of the
shares of common stock that were sold as part of the units in the initial public
offering, including any of our initial stockholders, directors and officers to
the extent that they purchased such shares.
Forward-Looking
Statements
This Quarterly Report contains
forward-looking statements within the meaning of the federal securities laws.
These statements relate to future events or our future financial performance and
involve known and unknown risks, uncertainties and other factors that may cause
our actual results, levels of activity, performance or achievements to be
materially different from any future results, levels of activity, performance or
achievements expressed or implied by the forward-looking statements. In some
cases, you can identify forward-looking statements by terminology such as “may,”
“will,” “should,” “expect,” “plan,” “anticipate,” “believe,” “estimate,”
“predict,” “potential,” “continue” or the negative of these terms or other
comparable terminology. These forward-looking statements include, but are not
limited to, the statements regarding: our ability to complete a business
combination with one or more target businesses; success in retaining or
recruiting, or changes required in, our officers, key employees or directors
following a business combination; our officers and directors allocating their
time to other businesses and potentially having conflicts of interest with our
business or in approving a business combination; our potential inability to
obtain additional financing to complete a business combination; liquidation if
no business combination occurs; the addition of an independent director to our
board of directors and audit committee; limited pool of prospective target
businesses; potential change in control if we acquire one or more target
businesses for stock; interest to be earned on the trust account; uses of our
working capital; and risks associated with operations in Israel. In evaluating
these statements, you should specifically consider various factors, including
the risks outlined under Item 1A, “Risk Factors”, included in our Annual Report
on Form 10-K for the fiscal year ended December 31, 2008. All forward-looking
statements included in this document are based on information available to us on
the date hereof, and we assume no obligation to revise or publicly release the
results of any revision to any such forward-looking statement, except as may
otherwise be required by law.
The
following discussion should be read in conjunction with our financial statements
and footnotes thereto contained in this report.
Overview
We were
formed on August 24, 2006, for the purpose of effecting a merger, capital stock
exchange, asset acquisition or other similar business combination with a
technology or technology-related business that has operations or facilities
located in Israel, or that intends to establish operations or facilities in
Israel, such as research and development, manufacturing or executive officer,
following our initial business combination. We intend to utilize cash derived
from the proceeds of our initial public offering, our capital stock, debt, or a
combination of cash, capital stock and debt, in effecting a business
combination.
We have
neither engaged in any operations nor generated any revenues through December
31, 2008. Our entire activity since inception through June 22, 2007
was related to our formation and our initial public offering on June 22,
2007. Since that date, we have been searching for prospective target
businesses to acquire.
On June
22, 2007, we closed our initial public offering of 21,562,500 units (including
the underwriters’ over-allotment option of 2,812,500 units) with each unit
consisting of one share of our common stock and one warrant, each to purchase
one share of our common stock at an exercise price of $6.00 per share. The units
from the initial public offering (including the underwriters’ over-allotment
option) were sold at an offering price of $8.00 per unit. On June 22, 2007, we
also closed on private placements of an additional 3,625,000 warrants at $1.00
per warrant to certain of our initial stockholders. Our common stock and
warrants started trading separately on July 11, 2007.
We
generated gross proceeds of $176,125,000 from the sale of the units in the
initial public offering and the private placements. Total expenses from the
offering and private placements were approximately $12,695,000, which included
underwriting discounts and commissions, non-accountable expense allowance, and
other offering-related expenses. Net proceeds, after deducting total expenses
were $163,430,000, of which $163,050,000 was deposited into the trust account
and the remaining proceeds of $380,000 became available to be used to provide
for business, legal and accounting due diligence on prospective business
combinations and continuing general and administrative expenses. The amount
deposited into the trust account includes $6,468,750 representing the deferred
underwriting discounts and commissions and non-accountable expenses. The amounts
deposited into the trust account remain on deposit in the trust account earning
interest. Up to $2,000,000 of the interest earned on the trust
account was available to be, and since has been, released to us to fund our
working capital requirements in connection with our search for a business
combination.
We
entered into a letter of intent, dated December 19, 2008 (the “LOI”), with
Bioness Inc., a Delaware corporation (“Bioness”), that provides for a business
combination between Bioness (or an entity controlled by Bioness) and us by means
of a merger (the “merger”), with us as the surviving entity. Upon the
consummation of the merger, we will change our name to “Bioness
Inc.” The proposed merger and the LOI are further described in our
Annual Report on Form 10-K, filed on March 31, 2009.
Critical
Accounting Policies
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 at the date of the financial statements and the reported amounts of
expenses during the reporting period. Actual results could differ from these
estimates.
Deferred
income taxes are provided for temporary differences between the carrying amount
of assets and liabilities for financial reporting purposes and the amounts for
tax purposes. Valuation allowances are provided against the deferred tax asset
amounts when the realization is uncertain.
The
proceeds of the initial public offering that are in our trust account are used
to purchase U.S. Treasury Bills and money market investments and held until the
investments reach maturity. The investments are recorded at market value which
approximates their carrying amount and includes accrued interest.
We must
seek stockholder approval to effect any business combination. We will
proceed with a business combination only if a majority of the shares of common
stock voted by the public stockholders are voted in favor of the business
combination, and public stockholders owning less than 40% of the shares sold in
the initial public offering exercise their conversion rights and vote against
the business combination. Public stockholders voting against the combination may
demand that we convert his or her shares at an initial conversion price of $7.88
per share plus interest earned thereon in the trust account, net of taxes
payable and $2,000,000 of interest income that has been released from the trust
account to fund our working capital. Accordingly, we have classified the
contingent shares at $7.86 and related deferred interest outside of permanent
equity and liabilities in the mezzanine area on the balance sheet.
Results
of Operations for the Three Months Ended March 31, 2009
We
reported net income of $197,528 for the three months ended March 31, 2009,
consisting of $441,023 of interest income, offset by $243,495 of operating
expenses.
Our trust
account earned interest of $440,996 for the three months ended March 31, 2009,
and its funds outside the trust account earned interest of
$428. Until we enter into a business combination, we will not
generate operating revenues.
For the
three months ended March 31, 2009, we incurred expenses of $66,865 for
consulting and professional fees, $46,935 for insurance expense, $30,000 for
rental expense pursuant to our lease of office space and other operating costs
of $99,695.
The
consulting and professional fees of $66,865 for the three months ended March 31,
2009 relate primarily to legal fees of approximately $61,865, and auditing, tax
and accounting fees of approximately $5,000.
The
insurance expense of $46,935 for the three months ended March 31, 2009 relates
to the amortization of the prepaid directors and officers insurance policy which
was acquired January 8, 2009.
The other operating costs of $99,695
for the three months ended March 31, 2009 relate primarily to travel expenses of
approximately $21,202, franchise tax expenses of approximately $47,511, NYSE
Amex annual fees of approximately $27,500 and other miscellaneous costs of
approximately $3,482.
Results
of Operations for the Three Months Ended March 31, 2008
We
reported net income of $1,083,495 for the three months ended March 31, 2008,
consisting of $1,238,458 of interest income, offset by $154,963 of operating
expenses.
Our trust
account earned interest of $1,234,654 for the three months ended March 31, 2008,
and its funds outside the trust account earned interest of
$4,333. Until we enter into a business combination, we will not
generate operating revenues.
For the
three months ended March 31, 2008, we incurred expenses of $21,123 for
consulting and professional fees, $42,300 for insurance expense, $30,000 for
rental expense pursuant to our lease of office space and other operating costs
of $61,540.
The
consulting and professional fees of $21,123 for the three months ended March 31,
2008 relate primarily to legal fees of approximately $14,433, and auditing, tax
and accounting fees of approximately $6,690.
The
insurance expense of $42,300 for the three months ended March 31, 2008 relates
to the amortization of the prepaid directors and officers insurance policy which
was acquired in September 2007.
Results of Operations for Three
Months Ended March 31, 2007
Our entire activity for the three months ended March 31, 2007 was
limited to our formation and preparing for our initial public offering that took
place on June 22, 2007.
The other
operating costs of $61,540 for the three months ended March 31, 2008 relate
primarily to travel expenses of approximately $21,996, NYSE Amex annual fee of
$32,500, and other miscellaneous costs of approximately $7,044.
Liquidity
and Capital Resources
We have
neither engaged in any operations nor generated any revenues through March 31,
2009. Our entire activity since inception through June 22, 2007 was related
to our formation and our initial public offering on June 22, 2007.
Since that date, we have been searching for prospective target businesses
to acquire.
On June
22, 2007, we closed our initial public offering of 21,562,500 units (including
the underwriters’ over-allotment option of 2,812,500 units) with each unit
consisting of one share of our common stock and one warrant, each to purchase
one share of our common stock at an exercise price of $6.00 per share. The units
from the initial public offering (including the underwriters’ over-allotment
option) were sold at an offering price of $8.00 per unit. On June 22, 2007, we
also closed on private placements of an additional 3,625,000 warrants at $1.00
per warrant to certain of our initial stockholders. Our common stock and
warrants started trading separately on July 11, 2007.
We
generated gross proceeds of $176,125,000 from the sale of the units in the
initial public offering and the private placements. Total expenses from the
offering and private placements were approximately $12,695,000, which included
underwriting discounts and commissions, non-accountable expense allowance, and
other offering-related expenses. Net proceeds, after deducting total expenses
were $163,430,000, of which $163,050,000 was deposited into the trust account
and the remaining proceeds of $380,000 became available to be used to provide
for business, legal and accounting due diligence on prospective business
combinations and continuing general and administrative expenses. The amount
deposited into the trust account includes $6,468,750 representing the deferred
underwriting discounts and commissions and non-accountable expenses. The amounts
deposited into the trust account remain on deposit in the trust account earning
interest. Up to $2,000,000 of the interest earned on the trust account was
available to be, and since has been, released to us to fund our working capital
requirements in connection with our search for a business
combination.
In
connection with our initial public offering, we issued an option, for $100 in
the aggregate, to I-Bankers Securities, Inc. and CRT Capital Group LLC,
underwriters in the offering, to purchase up to 1,125,000 units in the
aggregate, consisting of one share of common stock and one warrant, at $8.80 per
unit, commencing on the later of the consummation of the business combination
and June 18, 2008 and expiring June 18, 2012. The warrants underlying the units
will have terms that are identical to those issued in the offering, except that
the warrants underlying such units will expire on June 18, 2012. The purchase
option, the 1,125,000 units, the 1,125,000 shares of common stock and the
1,125,000 warrants underlying the units, and the 1,125,000 shares of common
stock underlying the warrants, have been deemed compensation by the NASD and
were therefore subject to a 180-day lock-up under Rule 2710(g)(1) of the NASD
Conduct Rules. Additionally, such securities may not be sold, transferred,
assigned, pledged or hypothecated, or be the subject of any hedging, short sale,
derivative, put or call transaction that would result in the effective economic
disposition of the securities by any person, until December 18, 2008, 18 months
following June 18, 2007, the date our registration statement was declared
effective, except to any underwriter and selected dealer participating in the
offering and their bona fide officers or partners.
Although
the purchase option and its underlying securities have been registered under the
registration statement, the holder of the purchase option will be entitled to
one demand and unlimited piggy-back registration rights for a period of five and
seven years, respectively, following the completion of the
offering.
We will
use substantially all of the net proceeds of the initial public offering and
private placements to acquire a target business, including identifying and
evaluating prospective acquisition candidates, selecting the target business,
and structuring, negotiating and consummating the business combination. The
proceeds held in the trust account will not be released until the earlier of the
completion of a business combination or our dissolution. Upon consummation of
our initial business combination, the proceeds held in the trust account will be
used to pay the underwriters a deferred fee equal to 3.75% of the gross proceeds
of the offering, or $6,468,750, less $0.30 for each share of common stock
converted to cash in connection with our initial business
combination.
We
anticipated that prior to the consummation of a business combination, the
$380,000 of proceeds initially held outside of the trust account, as well as one
half of the interest earned on the trust account, net of taxes payable on such
interest, up to a maximum of $2.0 million, would have been sufficient to cover
our operating expenses through June 18, 2009 and to cover the expenses incurred
in connection with a business combination. $2,000,000 of the interest
earned on the trust account has been released to us to fund our working capital
requirements in connection with our search for a business
combination. The LOI provides for up to $1 million of our fees
and expenses incurred in connection with the proposed business combination to be
paid by Bioness.
Assuming
that a business combination is not consummated during that time, we anticipate
making the following expenditures during this time period:
|
·
|
approximately
$1,380,000 of expenses for legal, accounting and other expenses attendant
to the due diligence investigations, structuring and negotiating of a
business combination, including without limitation third party fees for
assisting us in performing due diligence investigations of perspective
target businesses;
|
|
·
|
approximately
$300,000 of expenses in legal and accounting fees relating to our SEC
reporting obligations;
|
|
·
|
approximately
$240,000 of expenses in fees relating to our office space and certain
general and administrative
services;
|
|
·
|
approximately
$460,000 for general working capital that will be used for miscellaneous
expenses, including reimbursement of any out-of-pocket expenses incurred
by our existing stockholders, directors and officers in connection with
activities on our behalf, of which approximately $400,000 is for director
and officer liability and other insurance premiums;
and
|
|
·
|
if
we must dissolve and liquidate, $50,000 to $75,000 for dissolution and
liquidation costs.
|
We do not
believe we will need additional financing in order to meet the expenditures
required for operating our business. However, we may need to obtain additional
financing to the extent such financing is required to consummate a business
combination, in which case we may issue additional securities or incur debt in
connection with such business combination, although we have not entered into any
such arrangement and have no current intention of doing so.
Off-Balance
Sheet Arrangements
We do not
have any off-balance sheet arrangements.
ITEM
3.
|
Quantitative and Qualitative
Disclosures About Market
Risk
|
Market risk is the sensitivity of
income to changes in interest rates, foreign exchanges, commodity prices, equity
prices, and other market-driven rates or prices. We are not presently engaged in
and, if a suitable business target is not identified by us prior to the
prescribed liquidation date of the trust fund, we may not engage in, any
substantive commercial business. Accordingly, we are not and, until such time as
we consummate a business combination, we will not be, exposed to risks
associated with foreign exchange rates, commodity prices, equity prices or other
market-driven rates or prices. The net proceeds of our initial public offering
held in the Trust Account are to be invested only in money market funds meeting
certain conditions under Rule 2a-7 promulgated under the Investment Company Act
of 1940 or United States treasury bills. Given our limited risk in our exposure
to money market funds and treasury bills, we do not view the interest rate risk
to be significant. .
ITEM
4.
|
Controls and
Procedures
|
Evaluation
of Disclosure Controls and Procedures
Our chief executive officer and chief
financial officer have evaluated the effectiveness of our disclosure controls
and procedures (as defined in Rule 13a-15(e) and 15d-15(e)) under the Exchange
Act, as of the end of the period covered by this report. Our chief
executive officer and chief financial officer have concluded that all material
information required to be disclosed by us in this Quarterly Report was
recorded, processed, summarized, reported and properly disclosed in the time
periods specified in the rules and regulations of the SEC, and that such
information was accumulated and communicated to our management (including our
chief executive officer and chief financial officer) to allow timely decisions
regarding required disclosure. Based on their evaluation, our chief
executive officer and chief financial officer have concluded that, as of March
31, 2009, we are in compliance with Rule 13-15(e) of the Exchange
Act.
Changes
in Internal Control over Financial Reporting
There have been no significant changes
in our internal controls over financial reporting during the three months ended
March 31, 2009 that have materially affected or are reasonably likely to
materially affect our internal control over financial reporting.
PART
II. OTHER INFORMATION
ITEM
1.
|
Legal
Proceedings
.
|
Not
applicable.
The risk
factors included in our Annual Report on Form 10-K for the fiscal year ended
December 31, 2008 have not materially changed as of March 31, 2009.
ITEM
2.
|
Unregistered Sales of Equity
Securities and Use of
Proceeds
|
Use
of Proceeds
We registered the initial public
offering of our units, common stock and warrants on a Registration Statement on
Form S-1 (Registration No. 333-137863), that was declared effective on
June 18, 2007. On June 22, 2007 we closed the initial public offering of our
units by selling 21,562,500 units (including the underwriters’ over-allotment
option of 2,812,500 units) at $8.00 per unit. On June 22, 2007, immediately
prior to the closing of the initial public offering, we also closed on private
placements of an additional 3,625,000 warrants to purchase common stock at a
price of $1.00 per warrant to certain of our initial stockholders. Gross
proceeds from the offering and private placements were $176,125,000. Total
expenses from the offering and private placements were approximately
$12,695,000, which included underwriting discounts and commissions and
non-accountable expense allowance and other offering-related expenses. Net
proceeds, after deducting total expenses were $163,430,000, of which
$163,050,000 was deposited into the trust account and the remaining proceeds of
$380,000 became available to be used to provide for business, legal and
accounting due diligence on prospective business combinations and continuing
general and administrative expenses. The amount deposited into the trust account
includes $6,468,750 representing the deferred underwriting discounts and
commissions. The amounts deposited into the trust account remain on deposit in
the trust account earning interest. Up to $2,000,000 of the interest earned on
the trust account was available to be, and since has been, released to us to
fund our working capital requirements in connection with our search for a
business combination. The managing underwriter of the public offering was CRT
Capital Group LLC.
ITEM
3.
|
Defaults Upon Senior
Securities.
|
Not
applicable.
ITEM
4.
|
Submission
of Matters to a Vote of Security
Holders.
|
Not
applicable.
ITEM
5.
|
Other
Information.
|
Not
applicable.
Exhibits
Exhibit No.
|
|
Description of Exhibit
|
|
|
|
31.1
|
|
Certification
of Chief Executive Officer pursuant to Rule 13a-14(a) of the Securities
Exchange Act, as amended
|
|
|
|
31.2
|
|
Certification
of Chief Financial Officer pursuant to Rule 13a-14(a) of the Securities
Exchange Act, as amended
|
|
|
|
32.1
|
|
Section
1350 Certification
|
|
|
|
32.2
|
|
Section
1350 Certification
|
SIGNATURES
Pursuant to 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.
|
ADVANCED
TECHNOLOGY ACQUISITION CORP.
|
|
|
|
DATE:
May 11, 2009
|
By:
|
/s/ Ido Bahbut
|
|
|
Ido
Bahbut
|
|
|
Chief
Financial Officer
|
|
|
(principal
financial, accounting
officer)
|
Ampex (AMEX:AXC)
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