byNordic Acquisition (BYNO) - 2023 Q4 - Annual Report

PART I Business This blank check company (SPAC) targets technology growth companies, particularly FinTech, in northern Europe, with $175,950,000 in trust for a business combination by April 12, 2024 - The company is a blank check company formed to effect a business combination, focusing on technology growth companies in northern Europe, particularly FinTech[23][547] - The business combination deadline is April 12, 2024, with potential extensions to August 12, 2024, failure to meet this results in liquidation and worthless warrants[104][570] Overview This blank check company (SPAC) aims to effect a business combination, targeting technology growth companies, especially FinTech, in northern Europe - The company is a blank check company formed to effect its business combination[23] - The company focuses on acquiring technology growth companies in northern Europe, including FinTech, leveraging its management team's extensive experience[547] Initial Public Offering The company completed its IPO in February 2022, raising $175,950,000 (including over-allotment and private sales) which was placed in a trust account IPO and Private Placement Details | Event | Date | Gross Proceeds | | :--- | :--- | :--- | | Initial Public Offering | Feb 11, 2022 | $150,000,000 | | Over-allotment Option Exercise | Feb 18, 2022 | $22,500,000 | | Initial Private Sale of Class A Common Stock | Feb 11, 2022 | $8,500,000 | | Additional Private Sale of Class A Common Stock | Feb 18, 2022 | $900,000 | | Total Placed in Trust Account | N/A | $175,950,000 | Industry Opportunity The company targets the European technology industry, especially FinTech, citing $45 billion private capital investment in 2023 and management's expertise - The European technology industry is a large target market, with approximately $45 billion of private capital invested in 2023[549] - Management possesses extensive experience in FinTech and other high-performing technology sectors like enterprise software and health technology[571] Acquisition Strategy The strategy targets FinTech and technology companies in northern Europe with enterprise valuations between $250 million and $750 million, leveraging management's network - The company focuses on proprietary technology and FinTech companies with enterprise valuations primarily between $250 million to $750 million[551] - The search process leverages management's relationships and unaffiliated sources, including investment bankers and private equity firms[47] Acquisition Criteria Target businesses must have mature, de-risked products, significant growth, attractive risk-adjusted returns, and public market readiness - Target businesses should have mature, de-risked products or services that can be adequately evaluated[28] - Target businesses should offer attractive risk-adjusted equity returns for stockholders[48] - Target businesses should be well-received by public investors and have good access to public capital markets[48] Initial Business Combination The company seeks a controlling interest (50%+ voting securities) in a target, ensuring no investment company registration, with fair market value at least 80% of trust account assets - Nasdaq rules require the business combination's fair market value to be at least 80% of trust account assets at the definitive agreement signing[29][58] - The company will only complete a business combination if it acquires 50% or more voting securities or a controlling interest, avoiding investment company registration[87][553] Our Business Combination Process The company conducts thorough due diligence, including meetings and facility inspections, leveraging management's expertise in northern European technology and FinTech - Comprehensive due diligence is conducted for prospective investments, especially in technology and FinTech, including meetings, document reviews, and facility inspections[30] - Management's extensive tenure in northern European technology and FinTech provides familiarity with target end-markets and business models[30] Status as a Public Company Public status offers target businesses a more certain and cost-effective path to public markets, with reduced reporting as an "emerging growth company" - The company's public status offers target businesses an attractive alternative to traditional IPOs via merger or business combination[52] - As an "emerging growth company," the company benefits from exemptions from various public company reporting requirements[81] Financial Position As of December 31, 2023, $39,516,637 was available for a business combination, with potential for additional financing for larger targets - As of December 31, 2023, $39,516,637 was available for a business combination, offering liquidity, growth capital, or balance sheet strengthening for targets[54] - The company may seek additional financing to acquire larger target businesses beyond IPO and private share proceeds[34] Sources of Target Businesses Target businesses are sourced through unaffiliated channels like investment bankers and the extensive networks of officers, directors, and the sponsor - Target business candidates are identified through various unaffiliated sources, including investment bankers and professionals[85] - Officers, directors, the sponsor, and affiliates also identify targets through their extensive business contacts and industry relationships[85] Selection of a Target Business and Structuring of our Initial Business Combination The company aims for 100% equity/asset acquisition or 50%+ controlling interest to avoid investment company registration, meeting Nasdaq's 80% asset test - The company plans to acquire 100% of a target's equity or assets, or a controlling interest, to meet various objectives[87][553] - Nasdaq rules mandate that the business combination's fair market value be at least 80% of the trust account assets at the definitive agreement signing[58] Lack of Business Diversification Post-combination success may rely entirely on a single business, leading to risks from limited product/service range and industry-specific impacts - Post-combination, the company's success may depend entirely on the future performance of a single business[60] - Lack of diversification may lead to dependence on a single product or limited number of products or services[60] - Lack of diversification may expose the company to negative economic, competitive, and regulatory developments in its operating industry[88] Limited Ability to Evaluate the Target's Management Team Assessment of target management may be incorrect, future management may lack public company experience, and recruiting additional skilled managers could be challenging - The assessment of a target business's management may not be correct despite close scrutiny[89] - Future management may lack the necessary skills or qualifications to manage a public company[89] - There is no assurance of recruiting additional managers with the requisite skills or experience to enhance incumbent management[90] Stockholders May Not Have the Ability to Approve Our Initial Business Combination Stockholder approval for a business combination is not always required, depending on transaction type, and redemptions may occur via tender offer without a vote Stockholder Approval Requirements for Business Combinations | Type of Transaction | Approval is Required | | :--- | :--- | | Purchase of assets | No | | Purchase of stock of target not involving a merger with the company | No | | Merger of target into a subsidiary of the company | No | | Merger of the company with a target | Yes | - Redemptions may be conducted without a stockholder vote via tender offer, unless legally or exchange-rule required, or for business reasons[91] Permitted Purchases of our Securities Sponsor, officers, directors, and affiliates may purchase securities to support the business combination, potentially reducing public float and beneficial holders - Purchases of shares aim to increase stockholder approval likelihood or satisfy closing conditions requiring minimum net worth or cash[65] - Such purchases could reduce the public float and number of beneficial holders, potentially impacting securities' exchange listing or trading[65] Redemption Rights for Public Stockholders upon Completion of our Initial Business Combination Public stockholders can redeem Class A common stock for a pro-rata share of the trust account upon business combination completion, while the sponsor and affiliates waived their rights - Public stockholders can redeem Class A common stock for a pro-rata cash share of the trust account upon business combination completion[96] - The sponsor, byNordic Holdings, byNordic Holdings II, and executive officers/directors have waived redemption rights for founder, private, and acquired public shares[96] Manner of Conducting Redemptions Redemptions can be conducted via tender offer or proxy solicitation, with the company retaining discretion based on transaction timing and legal requirements - Public stockholders can redeem Class A common stock either via a stockholder meeting or a tender offer upon business combination completion[97] - If no stockholder vote is required, the company will file tender offer documents with the SEC prior to completing the business combination[98] - If stockholder approval is required, redemptions will be conducted via proxy solicitation under Regulation 14A of the Exchange Act[100][112] Tendering Stock Certificates in Connection with Redemption Rights Public stockholders exercising redemption rights may need to tender certificates or deliver shares electronically via DWAC System by a specified date, differing from some SPACs' post-approval option windows - Public stockholders exercising redemption rights may be required to tender certificates or deliver shares electronically via DWAC System by a specified date[114] - This redemption process differs from other blank check companies that allow a post-approval "option window" for stockholders to monitor stock price[75] Limitation on Redemption upon Completion of our Initial Business Combination if we Seek Stockholder Approval If stockholder approval is sought, public stockholders are restricted from redeeming over 15% of IPO shares to prevent blockholders from hindering a business combination - If stockholder approval is sought, public stockholders are restricted from redeeming more than 15% of IPO shares (Excess Shares)[101] - This restriction aims to discourage large blockholders from using redemption rights to force premium purchases or block a business combination[101] Redemption of Public Shares and Liquidation if no Initial Business Combination The business combination deadline is April 12, 2024, with extensions to August 12, 2024, failure results in liquidation, public share redemption, and worthless warrants, potentially reduced by creditor claims - The business combination deadline is April 12, 2024, failure to meet it leads to liquidation and redemption of public shares at a pro-rata trust account value[104][117] - Warrants will expire worthless if the business combination is not completed by April 12, 2024, or any extended period[104] - Creditor claims could reduce the trust account proceeds, potentially leading to a per-share redemption amount substantially less than $10.30[3] Competition The company faces competition from other SPACs, private equity, and operating businesses, with limited financial resources and warrant dilution posing disadvantages - The company faces competition for acquisition targets from other blank check companies, private equity groups, and operating businesses[510] - Limited financial resources, redemption obligations, and potential warrant dilution may place the company at a competitive disadvantage in acquiring targets[510] Employees The company has five officers who devote time as needed and does not plan to have full-time employees before a business combination - The company has five officers who devote time as needed and does not intend to have full-time employees before completing a business combination[141] Periodic Reporting and Financial Information As a public company, it has Exchange Act reporting obligations, and as an "emerging growth company," it is exempt from certain Sarbanes-Oxley internal control audit requirements - The company's securities are registered under the Exchange Act, requiring annual, quarterly, and current reports with the SEC[121] - Internal control procedures will only be audited if the company becomes a large accelerated or accelerated filer and no longer an emerging growth company[143] Risk Factors The company faces risks including inability to complete a business combination, conflicts of interest, market competition, geopolitical events, and the Inflation Reduction Act's excise tax - The company is a blank check company with no revenue or basis to evaluate target selection ability[144] - The company may not be able to select a suitable target or complete a business combination within the prescribed timeframe[511] - Geopolitical events like the Russian invasion of Ukraine could adversely affect European targets, increasing costs and delaying business combinations[9][148][382] - The 1% excise tax from the Inflation Reduction Act of 2022 may decrease securities value and hinder business combination completion[130][150][383] - Officers and directors may face time allocation difficulties and conflicts of interest regarding the company and other businesses[124] Unresolved Staff Comments The company reports no unresolved staff comments - Not applicable[134][514] Cybersecurity As a SPAC with no operations, the company faces no significant cybersecurity risk and has had no incidents, with management responsible for threat assessment and board reporting - As a special purpose acquisition company with no business operations, the company does not face significant cybersecurity risk[154] - The company has not encountered any cybersecurity incidents since its IPO[181] - Management is responsible for assessing and managing cybersecurity threats, reporting incidents to the board for disclosure and mitigation[135] Properties The company does not own or lease properties, using its sponsor's offices in Malmö, Sweden, which are adequate for current operations - The company does not own or lease properties, using its sponsor's offices in Malmö, Sweden, which are adequate for current operations[136] Legal Proceedings Management is unaware of any pending or contemplated litigation against the company or its officers/directors - To management's knowledge, there is no pending or contemplated litigation against the company or its officers/directors[532] - Not applicable[182] Mine Safety Disclosures The company is not subject to mine safety disclosures - Not applicable[137][156] PART II Market for Registrant's Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities The company's units, Class A common stock, and warrants trade on Nasdaq, with 4,526,272 Class A and 5,750,000 Class B shares outstanding as of March 26, 2024, and no dividends paid - The company's units, public shares, and public warrants are traded on Nasdaq under symbols BYNOU, BYNO, and BYNOW[138] - As of March 26, 2024, 4,526,272 Class A shares and 5,750,000 Class B shares were outstanding[36] - The company has not paid dividends and does not intend to prior to completing its initial business combination[158] Market Information The company's units, Class A common stock, and warrants are traded on Nasdaq, with units commencing public trading on February 9, 2022 - The company's units, public shares, and public warrants are traded on Nasdaq under symbols BYNOU, BYNO, and BYNOW[138] Holders As of March 26, 2024, the company had one unit holder, four Class A, twenty-eight Class B, and one warrant holder of record - As of March 26, 2024, there was one holder of units, four of Class A common stock, twenty-eight of Class B common stock, and one of warrants[515] Dividends The company has not paid dividends and does not intend to prior to a business combination; future payments depend on post-combination financial condition and board discretion - The company has not paid dividends on its common stock to date and does not intend to pay cash dividends prior to the completion of its initial business combination[158] - Future dividend payments are dependent on post-combination revenues, earnings, and financial condition, and are at the board's discretion[158] Securities Authorized for Issuance Under Equity Compensation Plans No securities are authorized for issuance under equity compensation plans - None[158][285] Unregistered Securities No unregistered securities were issued - None[158] Use of Proceeds from the Initial Public Offering $175,950,000 from the IPO and private placement was placed in a trust account, invested in U.S. government securities, primarily for the business combination - $175,950,000 from the IPO and private placement was placed in a trust account[160] - Trust account proceeds are invested solely in U.S. government securities or money market funds meeting Rule 2a-7 conditions[160] Purchases of Equity Securities by the Issuer and Affiliated Purchasers No purchases of equity securities by the issuer or affiliated purchasers were made - None[161] Reserved This item is reserved and contains no information - Item 6 is reserved[188] Management's Discussion and Analysis of Financial Condition and Results of Operations This section discusses the company's financial condition, results, and liquidity, highlighting its blank check status, trust account income, and going concern uncertainties - The company is a blank check company formed for a business combination, with no operations until consummation[163] - Uncertainty regarding funding and mandatory liquidation if a business combination is not completed raises substantial doubt about the company's ability to continue as a going concern[172][410] Overview The company is a blank check company with no operations or revenues, generating non-operating income from trust account investments and incurring public company expenses - The company is a blank check company formed for a business combination, with no operations until consummation[163] - The company has no operating revenues, generating non-operating income from trust account investments and incurring public company expenses[192] Results of Operations The company reported net income of $3,406,689 in 2023 and $1,160,817 in 2022, primarily from interest income offset by costs and taxes Net Income Summary | Year Ended December 31, | Net Income | Interest Earned | Operating Costs | Federal Income Taxes | | :--- | :--- | :--- | :--- | :--- | | 2023 | $3,406,689 | $6,153,996 | $1,494,067 | $1,253,240 | | 2022 | $1,160,817 | $2,749,881 | $1,107,889 | $533,345 | Liquidity, Capital Resources and Going Concern As of December 31, 2023, the company had $39,516,637 in trust and $2,306,735 cash outside, but a $4,322,847 working capital deficit, raising going concern doubts if a business combination is not completed by April 12, 2024 Liquidity and Capital Resources (as of December 31, 2023) | Item | Amount | | :--- | :--- | | Marketable securities in Trust Account | $39,516,637 | | Cash not held in Trust Account | $2,306,735 | | Working capital deficit | $4,322,847 | | Promissory note – related party | $4,935,000 | - The business combination deadline is April 12, 2024, with potential extensions to August 12, 2024, failure to meet this results in mandatory liquidation[518][385] - Uncertainty regarding funding and mandatory liquidation raises substantial doubt about the company's ability to continue as a going concern[172][410] Off-Balance Sheet Arrangements The company has no off-balance sheet arrangements as of December 31, 2023, and does not engage in related transactions with unconsolidated or special purpose entities - The company has no off-balance sheet arrangements as of December 31, 2023, and does not engage in related transactions with unconsolidated entities[198] Contractual Obligations The company has no long-term debt or lease obligations, only a $10,000 monthly administrative fee and $4,935,000 in related party promissory notes as of December 31, 2023 - The company has no long-term debt or lease obligations, only a $10,000 monthly administrative support fee to its sponsor and various promissory notes[199] - As of December 31, 2023, the company had an aggregate outstanding balance of $4,935,000 under various promissory notes from related parties[469] Critical Accounting Policies Financial statements are prepared under U.S. GAAP, requiring significant management judgments and estimates, regularly reviewed for fair presentation - Financial statements are prepared under U.S. GAAP, requiring significant management judgments and estimates, which are regularly reviewed[537] Quantitative and Qualitative Disclosures about Market Risk This item is not required for smaller reporting companies and is included by reference to Item 15 - Not required for smaller reporting companies[175] - This information is included by reference following Item 15 of this Annual Report[200] Financial Statements and Supplementary Data This section includes audited financial statements and notes, with the independent auditor's report highlighting a going concern uncertainty - The audited financial statements for December 31, 2023 and 2022, including balance sheets, statements of operations, and cash flows, are presented fairly in accordance with U.S. GAAP[303] - The financial statements are prepared assuming a going concern, but the inability to complete a business combination by August 12, 2024, raises substantial doubt about the company's ability to continue[331] Changes in and Disagreements with Accountants on Accounting and Financial Disclosure The company reports no changes in or disagreements with accountants on accounting and financial disclosure - None[227] Controls and Procedures Management concluded that disclosure controls and internal control over financial reporting were not effective as of December 31, 2023, due to a material weakness in accounting for deferred contingent transaction costs - Management concluded that disclosure controls and procedures were not effective due to a material weakness in accounting for deferred contingent transaction costs[202] - Management determined that internal controls over financial reporting were not effective as of December 31, 2023[204] - Management has implemented remediation steps to improve internal control over financial reporting, specifically enhancing the review process for accrued, deferred, or contingent expenses[229] Evaluation of Disclosure Controls and Procedures As of December 31, 2023, disclosure controls were not effective due to a material weakness in accounting for deferred contingent transaction costs, requiring additional analysis for GAAP compliance - Management concluded that disclosure controls and procedures were not effective due to a material weakness in accounting for deferred contingent transaction costs[202] - Additional analysis was performed to ensure financial statements were prepared in accordance with U.S. GAAP and present fairly in all material respects[202] Management's Report on Internal Controls Over Financial Reporting Management concluded that internal controls over financial reporting were not effective as of December 31, 2023, due to inherent limitations and potential for errors - Management is responsible for establishing and maintaining adequate internal control over financial reporting[204] - Management determined that internal controls over financial reporting were not effective as of December 31, 2023[204] - Internal control over financial reporting has inherent limitations and may not prevent or detect all errors or misstatements[204] Changes in Internal Control over Financial Reporting No material changes in internal control over financial reporting occurred during the most recent fiscal quarter - No material changes in internal control over financial reporting occurred during the most recent fiscal quarter[232] Other Information No other information is reported under this item - None[233] Disclosure Regarding Foreign Jurisdictions that Prevent Inspections This item is not applicable to the company - Not applicable[234] PART III Directors, Executive Officers and Corporate Governance This section outlines directors, executive officers, board structure, committee details, director nominations, compensation interlocks, code of ethics, and Section 16(a) compliance - The board has two standing committees, audit and compensation, both required to be comprised solely of independent directors by Nasdaq rules[244] - The company adopted a Code of Ethics for directors, officers, and employees, requiring avoidance of conflicts of interest[253] Directors and Executive Officers The company's leadership includes Jonas Olsson (Chairman), Michael Hermansson (CEO), Thomas Fairfield (CFO/COO), and other directors with extensive experience in finance and technology Directors and Executive Officers | Name | Age | Position | | :--- | :--- | :--- | | Jonas Olsson | 63 | Chairman of the Board | | Michael Hermansson | 64 | Chief Executive Officer | | Thomas Fairfield | 65 | Chief Financial Officer, Chief Operating Officer and Secretary | | Mats Karlsson | 59 | Director of Acquisition | | Alexander "Bigge" Lidgren | 52 | Director of Marketing | | Christian Merheim | 51 | Director of Technology | | Anna Yukiko Bickenbach | 39 | Independent Director | | Anders Norlin | 58 | Independent Director | | Fredrik Elmberg | 63 | Independent Director | | Steven Wasserman | 63 | Independent Director | - Michael Hermansson has a 35-year career in top management positions in international corporations, including CEO roles[208] - Thomas Fairfield possesses extensive experience in strategic business consulting, restructuring, and corporate finance[209] Number and Terms of Office of Officers and Directors Officers serve at the board's discretion, and the board has five directors divided into two classes with two-year terms, with one class elected annually - Officers are appointed by and serve at the discretion of the board of directors[215] - The board has five directors, divided into two classes with two-year terms, with one class elected annually[243] Committees of the Board of Directors The board has two standing committees, audit and compensation, both required to be composed solely of independent directors under Nasdaq rules - The board of directors has two standing committees: an audit committee and a compensation committee[244] - Nasdaq rules require both the audit and compensation committees to be comprised solely of independent directors[244] Audit Committee The audit committee, chaired by Fredrik Elmberg (an "audit committee financial expert"), oversees the independent auditor, reviews financial reporting, and approves related party transactions - The audit committee members are Fredrik Elmberg (Chair), Anders Norlin, and Steven Wasserman, all meeting independent director standards[269] - Fredrik Elmberg qualifies as an "audit committee financial expert" as defined by SEC rules[245] - Principal functions include oversight of the independent auditor, pre-approving services, and reviewing related party transactions[270][246][247][271] Compensation Committee The compensation committee, chaired by Fredrik Elmberg, reviews and approves executive compensation policies, plans, and arrangements, and assists with proxy statement disclosures - The compensation committee members are Fredrik Elmberg (Chair), Steven Wasserman, and Anna Yukiko Bickenbach, all independent[271] - Principal functions include reviewing and approving executive compensation policies, evaluating CEO performance, and implementing incentive plans[248][272] Director Nominations The company lacks a standing nominating committee; independent directors recommend nominees, with the board considering background, experience, integrity, and independence - The company does not have a standing nominating committee; a majority of independent directors may recommend nominees[250] - The board considers educational background, professional experience, business knowledge, integrity, and independence when evaluating director nominees[251] Compensation Committee Interlocks and Insider Participation None of the company's officers serve or have served on the compensation committee of any entity with officers on the company's board - None of the company's officers currently serve or have served on the compensation committee of any entity with officers on the company's board[252] Code of Ethics The company adopted a Code of Ethics for directors, officers, and employees, requiring conflict of interest avoidance and disclosure of amendments or waivers - The company has adopted a Code of Ethics applicable to its directors, officers, and employees[253] Compliance with Section 16(a) of the Exchange Act All Section 16(a) reports for executive officers, directors, and greater than 10% beneficial owners were filed timely for the year ended December 31, 2023 - All Section 16(a) reports for executive officers, directors, and greater than 10% beneficial owners were filed timely for the year ended December 31, 2023[254] Executive Compensation No cash compensation is paid to officers, but the sponsor receives $10,000 monthly for administrative support, and individuals are reimbursed for expenses, with potential post-combination fees - No cash compensation is paid to officers, but the sponsor receives $10,000 per month for administrative support services[255] - No compensation, including finder's or advisory fees, will be paid to the sponsor, officers, or directors prior to the initial business combination[255] - Individuals are reimbursed for out-of-pocket expenses incurred in identifying targets and performing due diligence for business combinations[255] - Post-business combination, remaining directors or management may receive consulting or management fees from the combined company[278] Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters This section details beneficial ownership of common stock by executive officers, directors, and greater than 5% stockholders as of February 29, 2024, with the sponsor holding a significant portion Beneficial Ownership of Common Stock (as of February 29, 2024) | Name and Address of Beneficial Owner | Class A Common Stock (Number of Shares) | Class A Common Stock (Approximate Percentage of Class) | Class B Common Stock (Number of Shares) | Class B Common Stock (Approximate Percentage of Class) | Percentage of Outstanding Common Stock | | :--- | :--- | :--- | :--- | :--- | :--- | | Water by Nordic AB | 470,000 | 10.4% | 2,273,743 | 39.5% | 26.7% | | byNordic Holdings LLC | 275,000 | 6.1% | 1,267,912 | 22.1% | 15.0% | | byNordic Holdings II LLC | 195,000 | 4.3% | 899,065 | 15.6% | 10.6% | | Thomas Fairfield | - | - | 66,729 | 1.2% | 0.7% | | Steven Wasserman | - | - | 133,460 | 2.3% | 1.3% | | All executive officers and directors as a group (10 individuals) | - | - | 200,189 | 3.5% | 2.0% | | Periscope Capital Inc. | 300,000 | 6.6% | - | - | 2.9% | | Rivernorth Capital Management, LLC | 742,500 | 16.39% | - | - | 7.2% | | Mizuho Financial Group, Inc. | 316,000 | 6.98% | - | - | 3.1% | - Percentage ownership is based on 10,276,272 common shares outstanding as of February 29, 2024, comprising 4,526,272 Class A and 5,750,000 Class B shares[258] Certain Relationships and Related Transactions, and Director Independence This section details related party transactions, including with the sponsor, and outlines policies for managing conflicts of interest and ensuring director independence - The sponsor and affiliates acquired founder and private shares, representing 25% of outstanding shares post-IPO, with anchor investors purchasing a significant portion of IPO units[309][310] - The company has a code of ethics to avoid conflicts of interest, requiring audit committee approval for related party transactions and an independent fairness opinion for affiliated business combinations[294][296] - A majority of the board is independent, as required by Nasdaq, with Anders Norlin, Anna Yukiko Bickenbach, Fredrik Elmberg, and Steven Wasserman deemed independent directors[320] Changes in Control The sponsor and affiliates acquired founder shares for nominal consideration, representing 25% of outstanding shares post-IPO, with anchor investors purchasing a significant portion of IPO units - In February 2020, the sponsor paid $25,000 for 2,875,000 founder shares to cover offering costs[309] - Initial stockholders collectively owned approximately 23.3% of common stock post-IPO and over-allotment exercise through founder and private shares[309] - Anchor investors purchased approximately $146.4 million of units, representing approximately 84.9% of IPO units after over-allotment exercise[310] Related Party Policy The company has a code of ethics to avoid conflicts of interest, requiring audit committee approval for related party transactions and an independent fairness opinion for affiliated business combinations, with various payments and loans disclosed - The company has adopted a code of ethics requiring avoidance of conflicts of interest, subject to board approval or SEC disclosure[294] - The company will not complete an affiliated business combination without an independent fairness opinion to minimize conflicts of interest[296] - Payments to related parties include $10,000 per month for administrative support, repayment of non-interest bearing loans (up to $1,500,000), and reimbursement for out-of-pocket expenses[296][319] Director Independence A majority of the board is independent, as required by Nasdaq, with Anders Norlin, Anna Yukiko Bickenbach, Fredrik Elmberg, and Steven Wasserman deemed independent - Nasdaq listing standards require a majority of the board to be independent, defined as individuals without relationships interfering with independent judgment[320] - Anders Norlin, Anna Yukiko Bickenbach, Fredrik Elmberg, and Steven Wasserman are determined to be "independent directors" under Nasdaq and SEC rules[320] Principal Accountant Fees and Services This section details fees paid to Marcum LLP for audit and tax services in 2023 and 2022, and outlines the audit committee's pre-approval policy - The audit committee pre-approves all auditing and permitted non-audit services by auditors, including fees and terms[324] Audit Fees Audit fees paid to Marcum LLP were $136,475 for 2023 and $102,000 for 2022, covering annual financial statement audits and interim procedures Audit Fees Paid to Marcum LLP | Year Ended December 31, | Audit Fees | | :--- | :--- | | 2023 | $136,475 | | 2022 | $102,000 | Audit-Related Fees No audit-related fees were incurred or paid to Marcum LLP for the years ended December 31, 2023 and 2022 - No audit-related fees were incurred or paid to Marcum LLP for the years ended December 31, 2023 and 2022[322] Tax Fees Tax fees paid to Marcum LLP were $13,854 for 2023 and $9,909 for 2022, covering tax services, planning, or advice Tax Fees Paid to Marcum LLP | Year Ended December 31, | Tax Fees | | :--- | :--- | | 2023 | $13,854 | | 2022 | $9,909 | All Other Fees No other fees were paid to Marcum LLP for services rendered in 2023 and 2022 - No other fees were paid to Marcum LLP for services rendered in 2023 and 2022[323] Pre-Approval Policy The audit committee pre-approves all auditing and permitted non-audit services by the auditors, including fees and terms - The audit committee pre-approves all auditing and permitted non-audit services by auditors, including fees and terms[324] PART IV Exhibit and Financial Statement Schedules This item lists financial statements, schedules, and exhibits filed as part of the Form 10-K, including the Independent Auditor's Report and core financial statements - Financial Statements include the Report of Independent Registered Public Accounting Firm, Balance Sheets, Statements of Operations, Statements of Changes in Stockholders' Deficit, Statements of Cash Flows, and Notes[301][326][360] - Exhibits incorporated by reference can be inspected and copied at SEC public reference facilities or on the SEC website[358] Form 10-K Summary This item, typically a Form 10-K summary, is marked as "Not applicable" - Not applicable[301][327]