Document And Entity Information
Document And Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Mar. 09, 2022 | Jun. 30, 2021 | |
Document Information Line Items | |||
Entity Registrant Name | byNordic Acquisition Corp | ||
Trading Symbol | BYNO | ||
Document Type | 10-K | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Public Float | $ 0 | ||
Amendment Flag | false | ||
Entity Central Index Key | 0001801417 | ||
Entity Current Reporting Status | No | ||
Entity Voluntary Filers | No | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Well-known Seasoned Issuer | No | ||
Document Period End Date | Dec. 31, 2021 | ||
Document Fiscal Year Focus | 2021 | ||
Document Fiscal Period Focus | FY | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | true | ||
Entity Shell Company | true | ||
Entity Ex Transition Period | false | ||
ICFR Auditor Attestation Flag | false | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Entity File Number | 001-41273 | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 84-4529780 | ||
Entity Address, Address Line One | c/o Pir 29 | ||
Entity Address, Address Line Two | Einar Hansens Esplanad 29 | ||
Entity Address, City or Town | Malmö | ||
Entity Address, Country | SE | ||
Entity Address, Postal Zip Code | 211 13 | ||
City Area Code | +46 | ||
Local Phone Number | 707 29 41 00 | ||
Title of 12(b) Security | Class A common stock, par value $0.0001 | ||
Security Exchange Name | NASDAQ | ||
Entity Interactive Data Current | Yes | ||
Auditor Firm ID | 688 | ||
Auditor Name | Marcum LLP | ||
Auditor Location | New York, NY | ||
Class A Common Stock | |||
Document Information Line Items | |||
Entity Common Stock, Shares Outstanding | 17,250,000 | ||
Class B Common Stock | |||
Document Information Line Items | |||
Entity Common Stock, Shares Outstanding | 5,750,000 |
Balance Sheets
Balance Sheets - USD ($) | Dec. 31, 2021 | Dec. 31, 2020 | |
Assets | |||
Cash | $ 631 | ||
Deferred offering costs | 675,334 | 380,505 | |
Total assets | 675,965 | 380,505 | |
Current liabilities: | |||
Accrued expenses and other current liabilities | 5,647 | 150 | |
Accrued offering costs | 255,038 | 58,348 | |
Taxes payable | 5,073 | ||
Promissory note – related party | 443,094 | 298,680 | |
Due to related party | 10,073 | ||
Total current liabilities | 718,925 | 357,178 | |
Commitments | |||
Stockholders’ (Deficit) Equity: | |||
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding | |||
Class A common stock, $0.0001 par value; 100,000,000 shares authorized; none issued and outstanding | |||
Class B common stock, $0.0001 par value; 10,000,000 shares authorized; 5,750,000 and 5,750,000 issued and outstanding as of December 31, 2021 and December 31, 2020, respectively | [1],[2] | 575 | 575 |
Additional paid-in capital | 24,425 | 24,425 | |
Accumulated deficit | (67,960) | (1,673) | |
Total stockholders’ (deficit) equity | (42,960) | 23,327 | |
Total Liabilities and Stockholders’ (Deficit) Equity | $ 675,965 | $ 380,505 | |
[1] | Includes 750,000 shares of Class B common stock subject to forfeiture if the over-allotment option was not exercised in full or in part by the underwriters. On February 18, 2022, the underwriters fully exercised their over-allotment option and such shares are no longer subject to forfeiture (See Notes 5 and 9). | ||
[2] | On February 22, 2021, the Company effected a stock dividend of 0.5 shares for each share of Class B common stock outstanding, resulting in Water by Nordic AB (the “Sponsor”) holding an aggregate of 4,312,500 Founder Shares. On November 17, 2021, the Company effected a stock dividend of 1/3 of a share for each share of Class B common stock outstanding, resulting in the Sponsor, byNordic Holdings LLC (“byNordic Holdings”) and certain officers and directors holding an aggregate of 5,750,000 founder shares. All shares and associated amounts have been retroactively restated to reflect the stock dividends (see Note 5). |
Balance Sheets (Parentheticals)
Balance Sheets (Parentheticals) - $ / shares | Dec. 31, 2021 | Dec. 31, 2020 |
Preferred stock par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | ||
Preferred stock, shares outstanding | ||
Class A Common Stock | ||
Common stock par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | ||
Common stock, shares outstanding | ||
Class B Common Stock | ||
Common stock par value (in Dollars per share) | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 10,000,000 | 10,000,000 |
Common stock, shares issued | 5,750,000 | 5,750,000 |
Common stock, shares outstanding | 5,750,000 | 5,750,000 |
Statements of Operations
Statements of Operations - USD ($) | 12 Months Ended | ||
Dec. 31, 2021 | Dec. 31, 2020 | ||
Income Statement [Abstract] | |||
Formation and operating costs | $ 66,287 | $ 223 | |
Net loss | $ (66,287) | $ (223) | |
Weighted average shares outstanding, basic and diluted (in Shares) | [1],[2] | 5,750,000 | 5,750,000 |
Basic and diluted net loss per common share (in Dollars per share) | $ (0.01) | $ 0 | |
[1] | Excludes up to 750,000 shares subject to forfeiture if the over-allotment option was not exercised in full or in part by the underwriter. On February 18, 2022, the underwriters fully exercised their over-allotment option and such shares are no longer subject to forfeiture (See Notes 5 and 9). | ||
[2] | On February 22, 2021, the Company effected a stock dividend of 0.5 shares for each share of Class B common stock outstanding, resulting in the Sponsor holding an aggregate of 4,312,500 Founder Shares. On November 17, 2021, the Company effected a stock dividend of 1/3 of a share for each share of Class B common stock outstanding, resulting in the Sponsor, byNordic Holdings and certain officers and directors holding an aggregate of 5,750,000 founder shares. All shares and associated amounts have been retroactively restated to reflect the stock dividends (see Note 5). |
Statements of Changes in Stockh
Statements of Changes in Stockholders’ Equity (Deficit) - USD ($) | Common Stock | Additional Paid-in Capital | Accumulated Deficit | Total | |
Balance at Dec. 31, 2019 | $ (1,450) | $ (1,450) | |||
Balance (in Shares) at Dec. 31, 2019 | [1],[2] | ||||
Issuance of Founder Shares to Sponsor | $ 575 | 24,425 | 25,000 | ||
Issuance of Founder Shares to Sponsor (in Shares) | [1],[2] | 5,750,000 | |||
Net loss | (223) | (223) | |||
Balance at Dec. 31, 2020 | $ 575 | 24,425 | (1,673) | 23,327 | |
Balance (in Shares) at Dec. 31, 2020 | [1],[2] | 5,750,000 | |||
Net loss | (66,287) | (66,287) | |||
Balance at Dec. 31, 2021 | $ 575 | $ 24,425 | $ (67,960) | $ (42,960) | |
Balance (in Shares) at Dec. 31, 2021 | [1],[2] | 5,750,000 | |||
[1] | Includes up to 750,000 shares that were subject to forfeiture if the over-allotment option was not exercised in full or in part by the underwriter. On February 18, 2022, the underwriters fully exercised their over-allotment option and such shares are no longer subject to forfeiture (See Notes 5 and 9). | ||||
[2] | On February 22, 2021, the Company effected a stock dividend of 0.5 shares for each share of Class B common stock outstanding, resulting in the Sponsor holding an aggregate of 4,312,500 Founder Shares. On November 17, 2021, the Company effected a stock dividend of 1/3 of a share for each share of Class B common stock outstanding, resulting in the Sponsor, byNordic Holdings and certain officers and directors holding an aggregate of 5,750,000 founder shares. All shares and associated amounts have been retroactively restated to reflect the stock dividends (see Note 5). |
Statement of Cash Flows
Statement of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2021 | Dec. 31, 2020 | |
Cash Flows from Operating Activities: | ||
Net loss | $ (66,287) | $ (223) |
Changes in operating assets and liabilities: | ||
Other current liabilities | 5,497 | 150 |
Accrued expenses | (4,356) | 73 |
Taxes payable | 5,073 | |
Due to related party | 10,073 | |
Net cash used in operating activities | (50,000) | |
Cash Flows from Financing Activities: | ||
Advances from related party | 13,750 | |
Proceeds from promissory note – related party | 144,414 | 178,407 |
Payment of offering costs | (93,783) | (192,157) |
Net cash provided by financing activities | 50,631 | |
Net change in cash | 631 | |
Cash, beginning of the year | ||
Cash, end of the year | 631 | |
Supplemental disclosure of non-cash investing and financing activities: | ||
Deferred offering costs included in accrued offering costs | 201,046 | 58,348 |
Deferred offering costs paid directly by Sponsor in exchange for issuance of Class B common stock | 25,000 | |
Conversion of advances from related party to promissory note – related party | $ 118,750 |
Description of Organization and
Description of Organization and Business Operations | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS | NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS byNordic Acquisition Corporation (the “Company”) was incorporated in Delaware on December 27, 2019. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Company is not limited to a particular industry or sector for purposes of consummating a Business Combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies. As of December 31, 2021, the Company had not commenced any operations. All activity for the period from December 27, 2019 (inception) through December 31, 2021 relates to the Company’s formation and the IPO (as defined below). The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income from the proceeds derived from the IPO. The registration statement for the Company’s initial public offering (the “IPO”) of 15,000,000 units (the “Units” and, with respect to the shares of Class A common stock included in the Units being offered, the “Public Shares”) was declared effective on February 8, 2022 (the “Effective Date”). On February 11, 2022, the Company consummated the IPO. Each Unit consists of one share of Class A common stock of the Company, par value $0.0001 per share (the “Class A Common Stock”), and one-half of one redeemable warrant of the Company (a “Warrant”), with each whole Warrant entitling the holder thereof to purchase one share of Class A Common Stock for $11.50 per share. The Units were sold at a price of $10.00 per Unit, generating gross proceeds to the Company of $150,000,000. Simultaneously with the closing of the IPO, the Company completed the sale of 850,000 shares of the Company’s Class A Common Stock (the “Private Shares”) at a price of $10.00 per Private Share in a private placement to the Company’s sponsor, Water by Nordic AB (the “Sponsor”), byNordic Holdings LLC (“byNordic Holdings”) and byNordic Holdings II LLC (“byNordic Holdings II”). The Company granted the underwriters a 45-day option from February 8, 2022 to purchase up to 2,250,000 additional Units to cover any over-allotments, if any, at the IPO price less the underwriting discounts and commissions. On February 18, 2022, the underwriters fully exercised their over-allotment option by purchasing an additional 2,250,000 Units, consisting of 2,250,000 shares of Class A Common Stock and 1,125,000 redeemable warrants generating additional gross proceeds of $22,500,000 to the Company and bringing the total gross proceeds of the IPO to $172,500,000. In connection with the exercise by the underwriters of the over-allotment option in full, the Company completed the sale of an additional 90,000 Private Shares to the Sponsor, byNordic Holdings and byNordic Holdings II at a price of $10.00 per Private Share in a private placement. With the full exercise of the over-allotment option, transaction costs amounted to $16,725,005 consisting of $3,450,000 of underwriting commissions, $6,037,500 of deferred underwriting commissions, $6,317,382 in excess fair value of anchor investor shares, and $920,123 of other offering costs. The Company’s remaining cash after payment of the offering costs is held outside of the Trust Account (as defined below) for working capital purposes. The Company’s management has broad discretion with respect to the specific application of the net proceeds of the IPO and the sale of the Private Shares, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. The Company must complete its initial Business Combination with one or more target companies having an aggregate fair market value of at least 80% of the assets held in the Trust Account (excluding the deferred underwriting commissions and taxes payable on interest earned on the Trust Account) at the time of the agreement to enter into a Business Combination. The Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50% or more of the issued and outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”). There is no assurance that the Company will be able to successfully effect a Business Combination. Following the closing of the IPO on February 11, 2022 and exercise of the over-allotment option on February 18, 2022, an amount of $175,950,000 ($10.20 per Unit) from the net proceeds of the sale of the Units in the IPO and the sale of the Private Shares was placed in a trust account (“Trust Account”) to be invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or in any open-ended investment company that holds itself out as a money market fund meeting certain conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the funds in the Trust Account to the Company’s stockholders, as described below. The Company will provide its holders of the outstanding Public Shares (the “public stockholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The public stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then in the Trust Account (initially anticipated to be $10.20 per Public Share, plus any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations). The per-share amount to be distributed to public stockholders who redeem their Public Shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters (as discussed in Note 6). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants. The Public Shares subject to redemption will be recorded at redemption value and classified as temporary equity upon the closing of the IPO in accordance with the Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” The Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 immediately prior to or upon such consummation of a Business Combination and, if the Company seeks stockholder approval, a majority of the shares voted are voted in favor of the Business Combination. If a stockholder vote is not required by law and the Company does not decide to hold a stockholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Certificate of Incorporation (the “Amended and Restated Certificate of Incorporation”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, stockholder approval of the transactions is required by law, or the Company decides to obtain stockholder approval for business or legal reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. If the Company seeks stockholder approval in connection with a Business Combination, the Company’s Sponsor, byNordic Holdings, byNordic Holdings II, officers and directors have agreed to vote their Founder Shares (as defined in Note 5) and any Public Shares purchased during or after the IPO in favor of approving a Business Combination. Additionally, each public stockholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction. The anchor investors that purchased founder shares in connection with the IPO (see Note 6) have agreed to vote their founder shares in favor of approving a Business Combination. Notwithstanding the above, if the Company seeks stockholder approval of a Business Combination and it does not conduct redemptions pursuant to the tender offer rules, the Amended and Restated Certificate of Incorporation provides that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 15% or more of the Public Shares, without the prior consent of the Company. Each of the Sponsor, byNordic Holdings, byNordic Holdings II, officers and directors that purchased Founder Shares in connection with the IPO has agreed (a) to waive its redemption rights with respect to any Founder Shares and Public Shares held by it in connection with the completion of a Business Combination and (b) not to propose an amendment to the Amended and Restated Certificate of Incorporation (i) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the Company’s initial Business Combination or to redeem 100% of its Public Shares if the Company does not complete a Business Combination or (ii) with respect to any other provision relating to stockholders’ rights or pre-initial Business Combination activity, unless the Company provides the public stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment. Anchor investors in the Company’s IPO have agreed that they have no claims to any funds in the Trust Account or other assets of the Company with respect to the Founder Shares they purchased. The Company has 15 months from the closing of the IPO to complete a Business Combination as such deadline may be extended for an additional three month period for a total of up to 18 months to complete a Business Combination if the Company’s Sponsor or any of its affiliates or designees, upon five business days’ advance notice prior to the date of the deadline for completing the Company’s initial Business Combination, pays an additional $0.10 per public share into the Trust Account in respect of such extension period on or prior to the date of the deadline (in connection with which the Company’s stockholders will have no right to redeem their public shares), or by such other further extended deadline that the Company may have to consummate a Business Combination beyond 18 months as a result of a stockholder vote to amend the Company’s amended and restated certificate of incorporation (in connection with which the Company’s stockholders will have a right to redeem their public shares) (the “Combination Period”). Any payment for the three-month extension for deposit to the Trust Account by the Sponsor or any of its affiliates or designees referred to above is expected to be made in the form of a non-interest bearing loan or loans. The terms of the promissory note to be issued by the Company in connection with any such loans have not yet been negotiated. If the Company completes the Company’s initial Business Combination, the Company would expect to repay such loans from funds that are released to the Company from the Trust Account or, at the option of the Sponsor or its affiliates or designees (as applicable), convert all or a portion of the total loaned amount into Private Shares at a price of $10.00 per private share, which Private Shares will be identical to the Private Shares described herein. If the Company does not complete a Business Combination, the Company will repay such loans only from funds held outside of the Trust Account. In the event that the Company receives notice from the Sponsor five business days prior to the applicable deadline of its intent to effect an extension in this manner, the Company intends to issue a press release announcing such intention at least three days prior to the deadline. In addition, the Company intends to issue a press release the day after the deadline announcing whether or not the funds have been timely deposited. The Sponsor and its affiliates or designees are not obligated to fund the Trust Account to extend the time for the Company to complete the its initial Business Combination. If the Company is unable to complete a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its tax obligations (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. The Sponsor has agreed to waive its liquidation rights with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Sponsor or any of its respective affiliates acquire Public Shares after the IPO, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the IPO price per Unit ($10.20) (or, if the Company exercises the Company’s right to make an additional deposit to the Trust Account in order to extend the deadline for the consummation of the Company’s initial Business Combination by an additional three months, $10.30 per share). In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.20 per Public Share (or $10.30 per Public Share, if applicable) and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.20 per share (or $10.30 per share, if applicable) due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers, prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account. Liquidity Prior to the closing of the IPO, the Company lacked the liquidity it needed to sustain operations for a reasonable period of time, which is considered to be one year from the issuance date of the financial statements. The Company has since completed its IPO at which time capital in excess of the funds deposited in the Trust Account and/or used to fund offering expenses was released to the Company for general working capital purposes. Accordingly, management has since reevaluated the Company’s liquidity and financial condition and determined that sufficient capital exists to sustain operations for one year from the date these financial statements are issued and therefore substantial doubt about our ability to continue as a going concern as disclosed in previously issued financial statements has been alleviated. Risks and Uncertainties Management is continuing to evaluate the impact of the COVID-19 pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of presentation The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“US GAAP”) and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”). Emerging growth company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. Use of estimates The preparation of financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements. Actual results could differ from those estimates. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on this account. Cash and cash equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of December 31, 2021. The Company held $631 and $0 in cash as of December 31, 2021 and December 31, 2020. Deferred Offering Costs The Company complies with the requirements of ASC 340-10-S99-1, SEC Staff Accounting bulletin Topic 5A – “Expenses of Offering”, and SEC Staff Accounting bulletin Topic 5T – “Accounting for Expenses or Liabilities Paid by Principal Stockholder(s)”. Deferred offering costs consist principally of professional and registration fees incurred through the balance sheet date that are related to the IPO. Offering costs directly attributable to the issuance of an equity contract to be classified in equity are recorded as a reduction of equity. Offering costs for equity contracts that are classified as assets and liabilities are expensed immediately. Upon closing of the IPO on February 11, 2022 and the underwriters’ full exercise of the over-allotment option on February 18, 2022, the Company incurred offering costs amounting to $16,725,005 (consisting of $3,450,000 of underwriting commissions, $6,037,500 of deferred underwriting commissions $6,317,382 in excess fair value of anchor investor shares, and $920,123 of other offering costs. The Company recorded $16,344,498 of offering costs as a reduction of temporary equity in connection with the Public Shares included in the Units. The Company recorded $380,506 as a reduction of permanent equity in connection with the Public Warrants and Private Shares included in the Units that was classified as equity. Anchor Investors The Company complies with SAB Topic 5.A to account for the valuation of the Founder shares acquired by the anchor investors. The founder shares purchased by the anchor investors represent a capital contribution for the benefit of the Company and are recorded as offering costs and reflected as a reduction in the proceeds from the offering and offering expenses in accordance with ASC 470 and Staff Accounting Bulletin Topic 5A. As such, upon sale of the Founder shares to the anchor investors the valuation of these shares will be recognized as a deferred offering cost and charged to temporary equity and stockholders’ equity. Stock Based Compensation The Company complies with ASC 718 Compensation — Stock Compensation regarding founder shares acquired by a director and officer of the Company at the same price acquired by the Sponsor. The acquired shares shall vest upon the Company consummating an initial Business Combination (the “Vesting Date”). If prior to the Vesting Date, the director of officer is removed from office or ceases to be a director or officer, the Company will have the right to repurchase the individual’s founder shares at the price paid by the individual. The founder shares owned by the director or officer (1) may not be sold or transferred, until one year after the consummation of a Business Combination subject to certain exceptions, (2) not be entitled to redemption from the funds held in the Trust Account, or any liquidating distributions. The Company has 15 months from the date of the IPO, as such deadline may be extended for an additional three month period for a total of up to 18 months, to consummate a business combination, and if a Business Combination is not consummated, the Company will liquidate and the shares will become worthless. The shares were issued on March 31, 2021, and the shares vest, not upon a fixed date, but upon consummation of an initial business combination. Since the approach in ASC 718 is to determine the fair value without regard to the vesting date, the Company has determined the valuation of its Class B common stock as of March 31, 2021. The valuation resulted in a fair value of $4.21 per share as of March 31, 2021, or an aggregate of $842,295 for the 200,189 shares. The aggregate amount paid for the transferred shares was approximately $900. The excess fair value over the amount paid is $841,395, which is the amount of share-based compensation expense which the Company will recognize upon consummation of an initial business combination. Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet, primarily due to its short-term nature. Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The Company’s financial instruments are classified as either Level 1, Level 2 or Level 3. These tiers include: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”. For derivative financial instruments that are accounted for as liabilities, the derivative instruments are initially recorded at fair value on the grant date and re-valued at each reporting date, with changes in the fair value reported in the statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity is evaluated at the end of each reporting period. Derivative assets and liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. The Company has determined the warrants to be issued in the IPO meet the requirements for equity classification. The Company granted the underwriters a 45-day option from February 8, 2022 to purchase up to 2,250,000 additional Units to cover any over-allotments at the IPO price less the underwriting discounts and commissions. This over-allotment option met the requirements as a derivative instrument. On February 18, 2022, the underwriters fully exercised their over-allotment option resulting in the de-recognition of the over-allotment option on the balance sheet. Income taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and $579 accrued for interest and penalties as of December 31, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. Class A Common Stock Subject to Possible Redemption The Company accounts for its shares of Class A Common Stock subject to possible redemption in accordance with the guidance in FASB ASC Topic 480 “Distinguishing Liabilities from Equity.” Shares of Class A Common Stock subject to mandatory redemption (if any) is classified as a liability instrument and is measured at fair value. Conditionally redeemable shares of Class A Common Stock (including shares of Class A Common Stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, shares of Class A Common Stock are classified as stockholders’ equity. The Company’s shares of Class A Common Stock feature certain redemption rights that is considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet. Net income/(loss) per common share Net income/(loss) per share is computed by dividing net income/(loss) by the weighted average number of shares of common stock outstanding during the period. On February 22, 2021, the Company effected a stock dividend of 0.5 shares for each share of Class B common stock outstanding, resulting in the Sponsor holding an aggregate of 4,312,500 Founder Shares. On November 17, 2021, the Company effected a stock dividend of 1/3 of a share for each share of Class B common stock outstanding, resulting in the Sponsor, byNordic Holdings and certain officers and directors holding an aggregate of 5,750,000 founder shares. All shares and associated amounts have been retroactively restated to reflect the stock dividends (see Note 5). At December 31, 2021 and December 31, 2020 there were 5,750,000 shares of Class B common stock of which an aggregate of up to 750,000 shares of Class B common stock were subject to forfeiture if the over-allotment option was not exercised in full or in part by the underwriters. On February 18, 2022, the underwriters fully exercised their over-allotment option and such shares are no longer subject to forfeiture (See Notes 5 and 9). Recent Accounting Pronouncements In August 2020, the FASB issued Accounting Standards Update (“ASU”) No. 2020-06, Debt — debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’ Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’ Own Equity (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. The ASU also removes certain settlement conditions that are required for equity-linked contracts to qualify for the derivative scope exception, and it simplifies the diluted earnings per share calculation in certain areas. The Company adopted ASU 2020-06 on January 1, 2021. Adoption of the ASU did not impact the Company’s financial position, results of operations or cash flows. The Company’s management does not believe that any other recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying financial statements. |
Initial Public Offering
Initial Public Offering | 12 Months Ended |
Dec. 31, 2021 | |
Initial Public Offering [Abstract] | |
INITIAL PUBLIC OFFERING | NOTE 3. INITIAL PUBLIC OFFERING Units On February 11, 2022, the Company sold 15,000,000 Units at a purchase price of $10.00 per Unit. Each Unit consists of one share of Class A Common Stock, and one-half of one redeemable warrant (“Warrant”). Each whole warrant will entitle the holder to purchase one share of Class A Common Stock at a price of $11.50 per share, subject to adjustment (see Note 7). The Company granted the underwriters a 45-day option from February 8, 2022 to purchase up to 2,250,000 additional Units to cover any over-allotments at the IPO price less the underwriting discounts and commissions. On February 18, 2022, the underwriters fully exercised their over-allotment option by purchasing an additional 2,250,000 Units, consisting of 2,250,000 shares of Class A Common Stock and 1,125,000 redeemable warrants generating additional gross proceeds of $22,500,000 to the Company and bringing the total gross proceeds of the IPO to $172,500,000. Following the completion of the IPO and the simultaneous private placement of the Private Shares on the initial closing date that occurred on February 11, 2022 and the underwriters full exercise of the over-allotment option and the simultaneous private placement of additional Private Shares on February 18, 2022, an amount of $175,950,000 ($10.20 per Unit) from the net proceeds of the sale of the Units in the IPO and the sale of the Private Share was placed in a Trust Account. Warrants No warrants were outstanding as of December 31, 2021. Warrants may only be exercised for a whole number of shares. No fractional warrants will be issued upon separation of the Units and only whole warrants will trade. The warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination or (b) 12 months from the closing of the IPO. The warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. The Company will not be obligated to deliver any shares of Class A Common Stock pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act with respect to the shares of Class A Common Stock underlying the warrants is then effective and a prospectus relating thereto is current, subject to the Company satisfying its obligations with respect to registration. No warrant will be exercisable and the Company will not be obligated to issue any shares of Class A Common Stock upon exercise of a warrant unless Class A Common Stock issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered holder of the warrants. The Company has agreed that as soon as practicable, but in no event later than 15 days, after the closing of a Business Combination, it will use its best efforts to file with the SEC a registration statement for the registration under the Securities Act of the shares of Class A Common Stock issuable upon exercise of the warrants and thereafter will use its reasonable best efforts to cause the same to become effective within 60 business days following the Business Combination and to maintain a current prospectus relating to the Class A Common Stock issuable upon exercise of the warrants, until the expiration of the warrants in accordance with the provisions of the warrant agreement. If a registration statement covering the shares of Class A Common Stock issuable upon exercise of the warrants is not effective by the 60 th Once the warrants become exercisable, the Company may redeem the warrants: ● in whole and not in part; ● at a price of $0.01 per warrant; ● upon not less than 30 days’ prior written notice of redemption to each warrant holder; and ● if, and only if, the last reported sale price of the Company’s Class A Common Stock equals or exceeds $18.00 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 to each warrant holder. If the Company calls the warrants for redemption for cash, management will have the option to require all holders that wish to exercise the warrants do so on a “cashless basis,” as described in the warrant agreement. The exercise price and number of shares of Class A Common Stock issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a stock dividend, or recapitalization, reorganization, merger or consolidation. However, except as described below, the warrants will not be adjusted for issuance of Class A Common Stock at a price below its exercise price. Additionally, in no event will the Company be required to net cash settle the warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless. In addition, if (x) the Company issues additional Class A Common Stock or equity-linked securities for capital raising purposes in connection with the closing of a Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A Common Stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of a Business Combination on the date of the consummation of a Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Class A Common Stock during the 20 trading day period starting on the trading day after the day on which the Company consummates a Business Combination (such price, the “Market Value”) is below $9.20 per share, then the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price. |
Private Placement
Private Placement | 12 Months Ended |
Dec. 31, 2021 | |
Private Placement [Abstract] | |
PRIVATE PLACEMENT | NOTE 4. PRIVATE PLACEMENT The Sponsor, byNordic Holdings and byNordic Holdings II have purchased 940,000 Private Shares in the aggregate at $10.00 per share for gross proceeds of $9,400,000 in the aggregate in a private placement that occurred concurrently with the consummation of the Company’s IPO and the underwriters’ exercise of the over-allotment option. The proceeds from the sale of the Private Shares were added to the net proceeds from the IPO held in the Trust Account to the extent necessary to maintain an amount on deposit in the Trust Account equal to $175,950,000 ($10.20 per Unit). The holders of the Private Shares will not have any right to amounts held in the Trust Account as holders of the Private Shares. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Shares held in the Trust Account will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Shares will be worthless. The Private Shares may not, subject to certain limited exceptions, be transferred, assigned or sold by the holder until 30 days after the completion of the Company’s initial Business Combination. If the Company does not complete the initial Business Combination within the Combination Period as such deadline may be extended for an additional three month period for a total of up to 18 months to complete the Company’s initial Business Combination in connection with the Sponsor or any of its affiliates or designees, upon five business days’ advance notice prior to the date of the deadline for completing the Company’s initial Business Combination, paying an additional $0.10 per public share into the trust account in respect of such extension period on or prior to the date of the deadline (in connection with which the Company’s stockholders will have no right to redeem their public shares), or by such other further extended deadline that the Company may have to consummate an initial Business Combination beyond 18 months as a result of a stockholder vote to amend the Company’s amended and restated certificate of incorporation (in connection with which the Company’s stockholders will have a right to redeem their public shares as described herein), the proceeds from the sale of the Private Shares held in the Trust Account will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law). |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2021 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 5. RELATED PARTY TRANSACTIONS Founder Shares On February 4, 2020, the Sponsor paid $25,000 to cover certain offering costs of the Company in consideration of 2,875,000 Founder Shares. During February 2021, the Company effected a stock dividend of 0.5 shares for each Founder Share outstanding, resulting in the Sponsor holding an aggregate of 4,312,500 Founder Shares. On November 17, 2021, the Company effected a stock dividend of 1/3 of a share for each Founder Share outstanding, resulting in the Sponsor, byNordic Holdings and certain of the Company’s executive officers and directors holding an aggregate of 5,750,000 founder shares. All shares and associated amounts have been retroactively restated to reflect the stock dividend (see Note 7). The Founder Shares included an aggregate of up 750,000 shares subject to forfeiture to the extent that the underwriters’ over-allotment option was not exercised in full or in part, so that the initial stockholders will own, on an as-converted basis, 25% of the Company’s issued and outstanding shares after the IPO (assuming the Sponsor does not purchase any Public Shares in the IPO and including in such calculation any forward purchase shares issued pursuant to the forward purchase agreement but excluding from such calculation the Private Shares, any shares of Class A Common Stock issued to the Sponsor or its affiliates upon the conversion of working capital loans, any securities issued or issuable to any seller in an initial Business Combination and any shares issuable upon exercise of the warrants). As of February 18, 2022, the over-allotment option was exercised and such shares are no longer subject to forfeiture. The Sponsor has agreed, subject to limited exceptions, not to transfer, assign or sell any of its Founder Shares until the earlier to occur of: (A) one year after the completion of a Business Combination or (B) subsequent to our initial business combination, (x) the date on which the last sale price of our Class A Common Stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after our initial business combination, or (y) the date on which the Company completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of the Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property. Advances from related party As of December 31, 2019, the Sponsor advanced the Company an aggregate of $105,000 to fund expenses in connection with the IPO. The advances were non-interest bearing and payable upon demand. On February 26, 2020, the advances were converted into loans under the Promissory Note (see below). Promissory note — related party On February 26, 2020, the Company issued a promissory note (as amended and restated, the “Promissory Note”) to the Sponsor, pursuant to which the Company may borrow up to an aggregate amount of $300,000 to cover expenses related to the IPO. The Promissory Note was non-interest bearing and payable on the earlier of March 31, 2022 or the closing of the IPO. On February 26, 2020, the Company borrowed $13,750 under the Promissory Note and advances of $105,000 were converted into loans under the Promissory Note. On May 24, 2021, the Sponsor amended and restated the Promissory Note to increase the principal amount that may be loaned under the promissory note from $300,000 to $400,000. On November 15, 2021, the Sponsor amended and restated the Promissory Note to increase the principal amount that may be loaned under the promissory note from $400,000 to $500,000. Pursuant to the Promissory Note as amended and restated on November 15, 2021, the principal balance of the Promissory Note was due on the earlier to occur of (i) March 31, 2022 and (ii) the date on which the Company consummates the IPO. In order to facilitate payments for the Company, the Sponsor may elect to make payments on behalf of the Company that will be loaned under the Promissory Note. As of December 31, 2021, there was $443,094 outstanding under the Promissory Note. On February 14, 2022, the loan pursuant to the Promissory Note was repaid in full out of the offering proceeds that has been allocated to the payment of offering expenses. Administrative support agreement Commencing on the effective date of the IPO, the Company has agreed to pay the Sponsor a total of $10,000 per month for office space, utilities and secretarial and administrative support pursuant to an administrative support agreement entered into between the Sponsor and the Company. Upon the earlier to occur of completion of the Business Combination or the Company’s liquidation, the Company will cease paying these monthly fees. Due to related party In order to facilitate payments for the Company, parties related to the Company may make payments on behalf of the Company. These amounts due to the related party are non-interest bearing and are due on demand. At December 31, 2021 ad December 31, 2020 the Company owed a related party $10,073 and $0, respectively. Related party loans In order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). Such Working Capital Loans would be evidenced by promissory notes. The Working Capital Loans may be repaid upon completion of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of the Working Capital Loans may be converted upon completion of a Business Combination into shares of the Class A Common Stock at a price of $10.00 per share. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans. At December 31, 2021 and December 31, 2020, no such Working Capital Loans were outstanding. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 6. COMMITMENTS AND CONTINGENCIES Registration rights The holders of the Founder Shares, Private Shares and shares of the Class A Common Stock that may be issued upon conversion of the Working Capital Loans (and any shares of Class A Common Stock issuable upon the conversion of the Founder Shares) will be entitled to registration rights pursuant to a registration rights agreement signed in connection with the closing of the IPO, requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion to the Company’s Class A Common Stock). The holders of the majority of these securities will be entitled to make up to three demands, excluding short form demands, that the Company register such securities pursuant to a registration rights agreement entered into with the Company. Rothesay Investment SARL SPF, a member of the Sponsor, has agreed, pursuant to a forward purchase agreement entered into with us, to purchase up to 1,000,000 shares of Class A Common Stock (referred to herein as the forward purchase shares) at $10.00 per share for gross proceeds up to $10,000,000 in a private placement that will occur concurrently with the consummation of the Initial Business Combination. Rothesay’s purchase of forward purchase shares pursuant to the forward purchase agreement will be subject to the approval of Rothesay’s investment committee or other committee with decision-making authority to purchase the number of forward purchase shares approved by such committee and the other closing conditions set forth in the forward purchase agreement. If Rothesay Investment SARL SPF purchases forward purchase shares pursuant to the forward purchase agreement, the holders of a majority of these forward purchase shares will be entitled to make a single demand that the Company register such forward purchase shares pursuant to a registration rights agreement entered into between the Company and Rothesay. In addition, pursuant to the registration rights agreements, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the completion of a Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. The Company will bear the expenses incurred in connection with the filing of any such registration statements. Underwriting agreement The Company granted the underwriters a 45-day option from February 8, 2022, to purchase up to 2,250,000 additional Units to cover over-allotments. On February 18, 2022, the underwriters fully exercised their over-allotment option. The underwriters received a cash underwriting discount of approximately 2% of the gross proceeds of the IPO, or $3,450,000, upon completion of the IPO and exercise of the over-allotment option. Additionally, the underwriters entitled to a deferred underwriting discount of 3.5% of the gross proceeds of the IPO and exercise of the over-allotment option, or $6,037,500, upon the completion of the Company’s initial Business Combination. Anchor Investors Subject to certain conditions, the anchor investors (none of which are affiliated with any member of the Company’s management team, the Sponsor or any other anchor investor) agreed to purchase in the aggregate approximately $146.4 million of the Units which is approximately 97.6% of the Units in the IPO (assuming no exercise of the underwriters’ over-allotment option) at the public offering price; provided, that no more than $14.85 million of the Units in the IPO were purchased by each anchor investor in such manner. Further, the anchor investors entered into separate letter agreements with the Company and the Sponsor and byNordic Holdings pursuant to which, subject to the conditions set forth therein, the anchor investors purchased, upon the closing of the IPO on February 11, 2022, for nominal consideration, an aggregate of 1,109,091 Founder Shares held by the Sponsor and byNordic Holdings on a pro rata basis according to the number of Founder Shares held by each of the Sponsor (after deducting certain shares held for the benefit of officers and directors) and byNordic Holdings (or, in the alternative, the Sponsor and byNordic Holdings agreed to forfeit the relevant number of Founder Shares to the Company in order for it to issue the same number of Founder Shares to the anchor investors). The Company valued the Founder Shares at $5.70 per share at February 11, 2022. The negotiations between us, the Sponsor and byNordic Holdings and each anchor investor were separate and there are no arrangements or understandings among the anchor investors with regard to voting, including voting with respect to the initial Business Combination other than with respect to the voting of their Founder Shares as described below. The anchor investors have not been granted any stockholder or other rights that are in addition to those granted to the Company’s other public stockholders and purchased the Founder Shares for nominal consideration. Each anchor investor has agreed in its individually negotiated letter agreement entered into with the Company and the Sponsor and byNordic Holdings to vote its Founder Shares to approve the Company’s initial Business Combination except to the extent that such anchor investor has notified the Company that its internal compliance procedures prevents it from entering into an agreement controlling the manner in which it will vote its Founder Shares in any manner including, without limitation, voting to approve the Company’s initial Business Combination. Further, unlike some anchor investor arrangements of other blank check companies, the anchor investors are not required to (i) hold any Units, Class A Common Stock or warrants purchased in the IPO or thereafter in the open market for any amount of time or (ii) refrain from exercising their right to redeem their public shares at the time of the Company’s initial Business Combination. The anchor investors will have no rights to the funds held in the Trust Account with respect to the Founder Shares held by them. The anchor investors will have the same rights to the funds held in the Trust Account with respect to the Class A Common Stock underlying the Units they may purchase the IPO as the rights afforded to the Company’s other public stockholders. |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2021 | |
Stockholders' Equity Note [Abstract] | |
STOCKHOLDERS' EQUITY | NOTE 7. STOCKHOLDERS’ EQUITY Preferred Stock Class A Common Stock Founder Shares Holders of Class A Common Stock and Founder Shares will be entitled to one vote for each share. Holders of Class A Common Stock and Founder Shares will vote together as a single class on all matters submitted to a vote of stockholders, except as required by law. The Founder Shares will automatically convert into shares of Class A Common Stock at the time of a Business Combination on a one-for-one basis, subject to adjustment. In the case that additional shares of Class A Common Stock, or equity-linked securities, are issued or deemed issued in excess of the amounts offered in the IPO and related to the closing of a Business Combination, the ratio at which Founder Shares shall convert into shares of Class A Common Stock will be adjusted (unless the holders of a majority of the outstanding Founder Shares agree to waive such adjustment with respect to any such issuance or deemed issuance) so that the number of shares of Class A Common Stock issuable upon conversion of all Founder Shares will equal, in the aggregate, on an as-converted basis, 25% of the sum of the total number of all shares of common stock outstanding upon the closing of the IPO plus all shares of Class A Common Stock and equity-linked securities issued or deemed issued in connection with a Business Combination (including in such calculation any forward purchase shares issued pursuant to the forward purchase agreement but excluding from such calculation the excluded shares). |
Income Tax
Income Tax | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Tax | Note 8- Income Tax The Company’s net deferred tax assets are as follows: December 31, Deferred tax asset Organizational costs/Startup expenses $ 8 60 Federal net operating loss 2 ,439 Total deferred tax asset 3 ,300 Valuation allowance (3 ,300 ) Deferred tax asset, net of allowance $ — The income tax provision consists of the following for the year ended December 31, 2021. No tax provision is provided for the year ended December 31, 2020 as it is considered immaterial to the financial statements as a whole: December 31, Federal Current $ — Deferred (3 ,300 ) State Current — Deferred — Change in valuation allowance 3 ,300 Income tax provision $ — As of December 31, 2021, the Company has $11,616 of U.S. federal net operating loss carryovers, which do not expire, and no state net operating loss carryovers available to offset future taxable income. There were no unrecognized tax benefits and $579 accrued for interest and penalties as of December 31, 2021. In assessing the realization of the deferred tax assets, management considers whether it is more likely than not that some portion of all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences representing net future deductible amounts become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. After consideration of all of the information available, management believes that significant uncertainty exists with respect to future realization of the deferred tax assets and has therefore established a full valuation allowance. For the period from December 27, 2019 (inception) through December 31, 2021, the change in the valuation allowance was $3,300. A reconciliation of the federal income tax rate to the Company’s effective tax rate at December 31, 2021 Statutory federal income tax rate 21.0 % State taxes, net of federal tax benefit — % Permanent Book/Tax Differences — % Change in valuation allowance (4 .9 )% Other (1 6.1 )% Income tax provision — % The Company files income tax returns in the U.S. federal jurisdiction in various state and local jurisdictions and is subject to examination by the various taxing authorities. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2021 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 9. SUBSEQUENT EVENTS The Company has evaluated subsequent events after the balance sheet date through the date the financial statements were issued. Based on this review, the Company did not identify any subsequent events other than as noted below that would have required adjustment or disclosure in the financial statements. On February 11, 2022, the Company consummated its IPO of 15,000,000 Units. The Units were sold at a price of $10.00 per Unit, generating gross proceeds to the Company of $150,000,000. Simultaneously with the closing of the IPO, the Company completed the sale of 8,500,000 shares of the Company’s Class A Common Stock at a price of $10.00 per Private Share. On February 18, 2022, the underwriters fully exercised their over-allotment option by purchasing an additional 2,250,000 Units, consisting of 2,250,000 shares of Class A common stock and 1,125,000 redeemable warrants generating additional gross proceeds of $22,500,000 to the Company and bringing the total gross proceeds of the initial public offering to $172,500,000. On February 14, 2022, the loan amounting to $443,094 was repaid in full out of the offering proceeds that has been allocated to the payment of offering expenses. |
Accounting Policies, by Policy
Accounting Policies, by Policy (Policies) | 12 Months Ended |
Dec. 31, 2021 | |
Accounting Policies [Abstract] | |
Basis of presentation | Basis of presentation The accompanying financial statements are presented in conformity with accounting principles generally accepted in the United States of America (“US GAAP”) and pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (the “SEC”). |
Emerging growth company | Emerging growth company The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities Act”), as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used. |
Use of estimates | Use of estimates The preparation of financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements. Actual results could differ from those estimates. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. The Company has not experienced losses on this account. |
Cash and cash equivalents | Cash and cash equivalents The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of December 31, 2021. The Company held $631 and $0 in cash as of December 31, 2021 and December 31, 2020. |
Deferred Offering Costs | Deferred Offering Costs The Company complies with the requirements of ASC 340-10-S99-1, SEC Staff Accounting bulletin Topic 5A – “Expenses of Offering”, and SEC Staff Accounting bulletin Topic 5T – “Accounting for Expenses or Liabilities Paid by Principal Stockholder(s)”. Deferred offering costs consist principally of professional and registration fees incurred through the balance sheet date that are related to the IPO. Offering costs directly attributable to the issuance of an equity contract to be classified in equity are recorded as a reduction of equity. Offering costs for equity contracts that are classified as assets and liabilities are expensed immediately. Upon closing of the IPO on February 11, 2022 and the underwriters’ full exercise of the over-allotment option on February 18, 2022, the Company incurred offering costs amounting to $16,725,005 (consisting of $3,450,000 of underwriting commissions, $6,037,500 of deferred underwriting commissions $6,317,382 in excess fair value of anchor investor shares, and $920,123 of other offering costs. The Company recorded $16,344,498 of offering costs as a reduction of temporary equity in connection with the Public Shares included in the Units. The Company recorded $380,506 as a reduction of permanent equity in connection with the Public Warrants and Private Shares included in the Units that was classified as equity. |
Anchor Investors | Anchor Investors The Company complies with SAB Topic 5.A to account for the valuation of the Founder shares acquired by the anchor investors. The founder shares purchased by the anchor investors represent a capital contribution for the benefit of the Company and are recorded as offering costs and reflected as a reduction in the proceeds from the offering and offering expenses in accordance with ASC 470 and Staff Accounting Bulletin Topic 5A. As such, upon sale of the Founder shares to the anchor investors the valuation of these shares will be recognized as a deferred offering cost and charged to temporary equity and stockholders’ equity. |
Stock Based Compensation | Stock Based Compensation The Company complies with ASC 718 Compensation — Stock Compensation regarding founder shares acquired by a director and officer of the Company at the same price acquired by the Sponsor. The acquired shares shall vest upon the Company consummating an initial Business Combination (the “Vesting Date”). If prior to the Vesting Date, the director of officer is removed from office or ceases to be a director or officer, the Company will have the right to repurchase the individual’s founder shares at the price paid by the individual. The founder shares owned by the director or officer (1) may not be sold or transferred, until one year after the consummation of a Business Combination subject to certain exceptions, (2) not be entitled to redemption from the funds held in the Trust Account, or any liquidating distributions. The Company has 15 months from the date of the IPO, as such deadline may be extended for an additional three month period for a total of up to 18 months, to consummate a business combination, and if a Business Combination is not consummated, the Company will liquidate and the shares will become worthless. The shares were issued on March 31, 2021, and the shares vest, not upon a fixed date, but upon consummation of an initial business combination. Since the approach in ASC 718 is to determine the fair value without regard to the vesting date, the Company has determined the valuation of its Class B common stock as of March 31, 2021. The valuation resulted in a fair value of $4.21 per share as of March 31, 2021, or an aggregate of $842,295 for the 200,189 shares. The aggregate amount paid for the transferred shares was approximately $900. The excess fair value over the amount paid is $841,395, which is the amount of share-based compensation expense which the Company will recognize upon consummation of an initial business combination. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the balance sheet, primarily due to its short-term nature. Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The Company’s financial instruments are classified as either Level 1, Level 2 or Level 3. These tiers include: ● Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets; ● Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and ● Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. |
Derivative Financial Instruments | Derivative Financial Instruments The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”. For derivative financial instruments that are accounted for as liabilities, the derivative instruments are initially recorded at fair value on the grant date and re-valued at each reporting date, with changes in the fair value reported in the statements of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity is evaluated at the end of each reporting period. Derivative assets and liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date. The Company has determined the warrants to be issued in the IPO meet the requirements for equity classification. The Company granted the underwriters a 45-day option from February 8, 2022 to purchase up to 2,250,000 additional Units to cover any over-allotments at the IPO price less the underwriting discounts and commissions. This over-allotment option met the requirements as a derivative instrument. On February 18, 2022, the underwriters fully exercised their over-allotment option resulting in the de-recognition of the over-allotment option on the balance sheet. |
Income taxes | Income taxes The Company follows the asset and liability method of accounting for income taxes under ASC 740, “Income Taxes.” Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and $579 accrued for interest and penalties as of December 31, 2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception. |
Class A Common Stock Subject to Possible Redemption | Class A Common Stock Subject to Possible Redemption The Company accounts for its shares of Class A Common Stock subject to possible redemption in accordance with the guidance in FASB ASC Topic 480 “Distinguishing Liabilities from Equity.” Shares of Class A Common Stock subject to mandatory redemption (if any) is classified as a liability instrument and is measured at fair value. Conditionally redeemable shares of Class A Common Stock (including shares of Class A Common Stock that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, shares of Class A Common Stock are classified as stockholders’ equity. The Company’s shares of Class A Common Stock feature certain redemption rights that is considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet. |
Net income/(loss) per common share | Net income/(loss) per common share Net income/(loss) per share is computed by dividing net income/(loss) by the weighted average number of shares of common stock outstanding during the period. On February 22, 2021, the Company effected a stock dividend of 0.5 shares for each share of Class B common stock outstanding, resulting in the Sponsor holding an aggregate of 4,312,500 Founder Shares. On November 17, 2021, the Company effected a stock dividend of 1/3 of a share for each share of Class B common stock outstanding, resulting in the Sponsor, byNordic Holdings and certain officers and directors holding an aggregate of 5,750,000 founder shares. All shares and associated amounts have been retroactively restated to reflect the stock dividends (see Note 5). At December 31, 2021 and December 31, 2020 there were 5,750,000 shares of Class B common stock of which an aggregate of up to 750,000 shares of Class B common stock were subject to forfeiture if the over-allotment option was not exercised in full or in part by the underwriters. On February 18, 2022, the underwriters fully exercised their over-allotment option and such shares are no longer subject to forfeiture (See Notes 5 and 9). |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In August 2020, the FASB issued Accounting Standards Update (“ASU”) No. 2020-06, Debt — debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’ Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’ Own Equity (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. The ASU also removes certain settlement conditions that are required for equity-linked contracts to qualify for the derivative scope exception, and it simplifies the diluted earnings per share calculation in certain areas. The Company adopted ASU 2020-06 on January 1, 2021. Adoption of the ASU did not impact the Company’s financial position, results of operations or cash flows. The Company’s management does not believe that any other recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying financial statements. |
Income Tax (Tables)
Income Tax (Tables) | 12 Months Ended |
Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Schedule of net deferred tax assets | December 31, Deferred tax asset Organizational costs/Startup expenses $ 8 60 Federal net operating loss 2 ,439 Total deferred tax asset 3 ,300 Valuation allowance (3 ,300 ) Deferred tax asset, net of allowance $ — |
Schedule of income tax provision | December 31, Federal Current $ — Deferred (3 ,300 ) State Current — Deferred — Change in valuation allowance 3 ,300 Income tax provision $ — |
Schedule of reconciliation of the federal income tax rate | Statutory federal income tax rate 21.0 % State taxes, net of federal tax benefit — % Permanent Book/Tax Differences — % Change in valuation allowance (4 .9 )% Other (1 6.1 )% Income tax provision — % |
Description of Organization a_2
Description of Organization and Business Operations (Details) - USD ($) | Feb. 11, 2022 | Feb. 08, 2022 | Feb. 18, 2022 | Dec. 31, 2021 |
Description of Organization and Business Operations (Details) [Line Items] | ||||
Price per share | $ 10 | |||
Aggregate of fair market value percentage | 80.00% | |||
Proposed public offering price per share | $ 175,950,000 | |||
Trust account price per share | 10.2 | |||
Anticipated public share | $ 10.2 | |||
Net tangible assets | $ 5,000,001 | |||
Redeeming percentage | 15.00% | |||
Additional public price per share | $ 0.1 | |||
Dissolution expenses | $ 100,000 | |||
Remaining available price per share | $ (10.2) | |||
Initial business combination price per share | $ 10.3 | |||
Public share description | In order to protect the amounts held in the Trust Account, the Sponsor has agreed to be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.20 per Public Share (or $10.30 per Public Share, if applicable) and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.20 per share (or $10.30 per share, if applicable) due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). | |||
Subsequent Event [Member] | ||||
Description of Organization and Business Operations (Details) [Line Items] | ||||
Gross proceeds | $ 150,000,000 | |||
Underwriting commissions | $ 3,450,000 | |||
Deferred underwriting commissions | 6,037,500 | |||
Excess fair value | 6,317,382 | |||
Other offering costs | 920,123 | |||
Business Combination [Member] | ||||
Description of Organization and Business Operations (Details) [Line Items] | ||||
Outstanding voting securities | 50.00% | |||
Business combination of redeem percentage | 100.00% | |||
Initial public offering [Member] | ||||
Description of Organization and Business Operations (Details) [Line Items] | ||||
Common stock per share | $ 10.2 | |||
Transaction costs | $ 16,725,005 | |||
Excess fair value | 6,317,382 | |||
Other offering costs | 920,123 | |||
Initial public offering [Member] | Subsequent Event [Member] | ||||
Description of Organization and Business Operations (Details) [Line Items] | ||||
Gross proceeds | $ 172,500,000 | |||
Over-Allotment Option [Member] | ||||
Description of Organization and Business Operations (Details) [Line Items] | ||||
Underwriting commissions | 3,450,000 | |||
Deferred underwriting commissions | $ 6,037,500 | |||
Private Placement [Member] | ||||
Description of Organization and Business Operations (Details) [Line Items] | ||||
Price per share | $ 10 | |||
Sale of shares | 90,000 | |||
Class A Common Stock [Member] | ||||
Description of Organization and Business Operations (Details) [Line Items] | ||||
Common stock shares | 1,000,000 | |||
Class A Common Stock [Member] | Subsequent Event [Member] | ||||
Description of Organization and Business Operations (Details) [Line Items] | ||||
Common stock shares | 15,000,000 | |||
Common stock per share | $ 11.5 | |||
Sale of shares | 850,000 | |||
Redeemable warrants | $ 1,125,000 | |||
Class A Common Stock [Member] | Initial public offering [Member] | Subsequent Event [Member] | ||||
Description of Organization and Business Operations (Details) [Line Items] | ||||
Common stock per share | $ 0.0001 | |||
Price per share | $ 10 | |||
Gross proceeds | $ 22,500,000 | |||
Class A Common Stock [Member] | Over-Allotment Option [Member] | Subsequent Event [Member] | ||||
Description of Organization and Business Operations (Details) [Line Items] | ||||
Common stock shares | 2,250,000 | |||
Purchasing additional units | 2,250,000 | 2,250,000 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Details) - USD ($) | 1 Months Ended | 12 Months Ended | |||
Feb. 18, 2022 | Dec. 31, 2021 | Nov. 17, 2021 | Mar. 31, 2021 | Dec. 31, 2020 | |
Summary of Significant Accounting Policies (Details) [Line Items] | |||||
Federal depository insurance coverage | $ 250,000 | ||||
Cash | $ 631 | $ 0 | |||
Fair value description | The valuation resulted in a fair value of $4.21 per share as of March 31, 2021, or an aggregate of $842,295 for the 200,189 shares. The aggregate amount paid for the transferred shares was approximately $900. | ||||
Business combination | The valuation resulted in a fair value of $4.21 per share as of March 31, 2021, or an aggregate of $842,295 for the 200,189 shares. The aggregate amount paid for the transferred shares was approximately $900. The excess fair value over the amount paid is $841,395, which is the amount of share-based compensation expense which the Company will recognize upon consummation of an initial business combination. | ||||
Accrued for interest and penalties | $ 579 | ||||
Initial stockholders percentage | 5750000.00% | ||||
Subsequent Event [Member] | |||||
Summary of Significant Accounting Policies (Details) [Line Items] | |||||
Incurred offering costs | $ 16,725,005 | ||||
Underwriting commissions | 3,450,000 | ||||
Deferred underwriting commissions | 6,037,500 | ||||
Excess fair value | 6,317,382 | ||||
Other offering costs | 920,123 | ||||
Temporary equity | $ 16,344,498 | ||||
Permanent equity | $380,506 | ||||
Over-Allotment Option [Member] | |||||
Summary of Significant Accounting Policies (Details) [Line Items] | |||||
Underwriting commissions | 3,450,000 | ||||
Deferred underwriting commissions | $ 6,037,500 | ||||
Additional units (in Shares) | 2,250,000 | ||||
Initial stockholders percentage | 750000.00% | ||||
Class B Common Stock [Member] | |||||
Summary of Significant Accounting Policies (Details) [Line Items] | |||||
Common stock outstanding (in Shares) | 0.5 | ||||
Common stock shares issued (in Shares) | 4,312,500 | 5,750,000 |
Initial Public Offering (Detail
Initial Public Offering (Details) - USD ($) | Feb. 11, 2022 | Feb. 18, 2022 | Dec. 31, 2021 | Feb. 08, 2022 |
Initial Public Offering (Details) [Line Items] | ||||
Warrant expire term | 5 years | |||
Warrant description | Once the warrants become exercisable, the Company may redeem the warrants: ● in whole and not in part; ● at a price of $0.01 per warrant; ● upon not less than 30 days’ prior written notice of redemption to each warrant holder; and ●if, and only if, the last reported sale price of the Company’s Class A Common Stock equals or exceeds $18.00 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 to each warrant holder. | |||
Subsequent Event [Member] | ||||
Initial Public Offering (Details) [Line Items] | ||||
Sale of units | 15,000,000 | |||
Purchase price per unit (in Dollars per share) | $ 10 | |||
Redeemable warrants | 1,125,000 | |||
Gross proceeds (in Dollars) | $ 22,500,000 | |||
Total gross proceeds (in Dollars) | $ 172,500,000 | |||
Business Combination [Member] | ||||
Initial Public Offering (Details) [Line Items] | ||||
Business combination description | In addition, if (x) the Company issues additional Class A Common Stock or equity-linked securities for capital raising purposes in connection with the closing of a Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A Common Stock (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of a Business Combination on the date of the consummation of a Business Combination (net of redemptions), and (z) the volume weighted average trading price of the Class A Common Stock during the 20 trading day period starting on the trading day after the day on which the Company consummates a Business Combination (such price, the “Market Value”) is below $9.20 per share, then the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price. | |||
Over-Allotment Option [Member] | ||||
Initial Public Offering (Details) [Line Items] | ||||
Gross proceeds (in Dollars) | $ 9,400,000 | |||
Over-Allotment Option [Member] | Subsequent Event [Member] | ||||
Initial Public Offering (Details) [Line Items] | ||||
Purchase up additional units | 2,250,000 | |||
Purchasing additional units | 2,250,000 | |||
Amount of net proceeds (in Dollars) | $ 175,950,000 | |||
Per unit (in Dollars per share) | $ 10.2 | |||
Class A Common Stock [Member] | Subsequent Event [Member] | ||||
Initial Public Offering (Details) [Line Items] | ||||
Common stock price per share (in Dollars per share) | $ 11.5 | |||
Shares of common stock | 2,250,000 |
Private Placement (Details)
Private Placement (Details) | 12 Months Ended |
Dec. 31, 2021USD ($)$ / sharesshares | |
Private Placement (Details) [Line Items] | |
Additional public price per share | $ 0.1 |
Over-Allotment Option [Member] | |
Private Placement (Details) [Line Items] | |
Purchase of shares (in Shares) | shares | 940,000 |
Aggregate of price per share | $ 10 |
Gross proceeds (in Dollars) | $ | $ 9,400,000 |
Initial public offering [Member] | |
Private Placement (Details) [Line Items] | |
Trust account amount (in Dollars) | $ | $ 175,950,000 |
Price per share | $ 10.2 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | Feb. 04, 2020 | Nov. 17, 2021 | Nov. 15, 2021 | May 24, 2021 | Feb. 28, 2021 | Feb. 26, 2020 | Dec. 31, 2019 | Dec. 31, 2021 | Dec. 31, 2020 |
Related Party Transactions (Details) [Line Items] | |||||||||
Stock dividend description | On November 17, 2021, the Company effected a stock dividend of 1/3 of a share for each Founder Share outstanding, resulting in the Sponsor, byNordic Holdings and certain of the Company’s executive officers and directors holding an aggregate of 5,750,000 founder shares. | ||||||||
Converted basis percentage | 25.00% | ||||||||
Sponsor advance payment | $ 105,000 | ||||||||
Borrowed Promissory Note | $ 13,750 | ||||||||
Advances converted loans | 105,000 | ||||||||
Outstanding promissory note | $ 443,094 | ||||||||
Sponsor total amount | 10,000 | ||||||||
Related party amount | 10,073 | $ 0 | |||||||
Working capital loans | $ 1,500,000 | ||||||||
Founder Shares [Member] | |||||||||
Related Party Transactions (Details) [Line Items] | |||||||||
Sponsor payments | $ 25,000 | ||||||||
Consideration amount | $ 2,875,000 | ||||||||
Stock dividend (in Shares) | 0.5 | ||||||||
Aggregate founder shares (in Shares) | 5,750,000 | 4,312,500 | |||||||
Promissory Note [Member] | Minimum [Member] | |||||||||
Related Party Transactions (Details) [Line Items] | |||||||||
Principal amount | $ 400,000 | $ 300,000 | |||||||
Promissory Note [Member] | Maximum [Member] | |||||||||
Related Party Transactions (Details) [Line Items] | |||||||||
Principal amount | $ 500,000 | $ 400,000 | |||||||
Over-Allotment Option [Member] | |||||||||
Related Party Transactions (Details) [Line Items] | |||||||||
Aggregate founder shares (in Shares) | 750,000 | ||||||||
IPO [Member] | |||||||||
Related Party Transactions (Details) [Line Items] | |||||||||
Aggregate amount | $ 300,000 | ||||||||
Class A Common Stock [Member] | |||||||||
Related Party Transactions (Details) [Line Items] | |||||||||
Common stock equals or exceeds per share (in Dollars per share) | $ 12 | ||||||||
Price per share (in Dollars per share) | $ 10 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) | Feb. 11, 2022 | Dec. 31, 2021 | Feb. 08, 2022 |
Commitments and Contingencies (Details) [Line Items] | |||
Underwriting agreement description | The Company granted the underwriters a 45-day option from February 8, 2022, to purchase up to 2,250,000 additional Units to cover over-allotments. On February 18, 2022, the underwriters fully exercised their over-allotment option. The underwriters received a cash underwriting discount of approximately 2% of the gross proceeds of the IPO, or $3,450,000, upon completion of the IPO and exercise of the over-allotment option. Additionally, the underwriters entitled to a deferred underwriting discount of 3.5% of the gross proceeds of the IPO and exercise of the over-allotment option, or $6,037,500, upon the completion of the Company’s initial Business Combination. | ||
Aggregate purchasing | $ 146,400,000 | ||
IPO [Member] | |||
Commitments and Contingencies (Details) [Line Items] | |||
Public offering percentage | 97.60% | ||
Public offering price | $ 14,850,000 | ||
IPO [Member] | Subsequent Event [Member] | |||
Commitments and Contingencies (Details) [Line Items] | |||
Aggregate of founder shares (in Shares) | 1,109,091 | ||
Founder per shares (in Dollars per share) | $ 5.7 | ||
Class A Common Stock [Member] | |||
Commitments and Contingencies (Details) [Line Items] | |||
Forward purchase shares (in Shares) | 1,000,000 | ||
Price per share (in Dollars per share) | $ 10 | ||
Gross proceeds | $ 10,000,000 | ||
Class A Common Stock [Member] | Subsequent Event [Member] | |||
Commitments and Contingencies (Details) [Line Items] | |||
Forward purchase shares (in Shares) | 15,000,000 |
Stockholders' Equity (Details)
Stockholders' Equity (Details) - $ / shares | 1 Months Ended | 12 Months Ended | ||
Nov. 17, 2021 | Feb. 22, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Stockholders' Equity (Details) [Line Items] | ||||
Preferred stock shares authorized | 1,000,000 | 1,000,000 | ||
Preferred stock with a par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | ||
Founder shares issued and outstanding | 5,750,000 | |||
Shares subject to forfeiture | 750,000 | |||
Initial stockholders own percentage | 25.00% | |||
Convertible basis percentage | 25.00% | |||
Class A Common Stock [Member] | ||||
Stockholders' Equity (Details) [Line Items] | ||||
Common stock, shares authorized | 100,000,000 | 100,000,000 | ||
Common stock with a par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | ||
Common stock issued or outstanding description | At December 31, 2021 and December 31, 2020, there were no shares of Class A Common Stock issued or outstanding. | |||
Class B Common Stock [Member] | ||||
Stockholders' Equity (Details) [Line Items] | ||||
Common stock, shares authorized | 10,000,000 | 10,000,000 | ||
Common stock with a par value (in Dollars per share) | $ 0.0001 | $ 0.0001 | ||
Dividend shares | 0.5 | |||
Dividend of stock description | On November 17, 2021, the Company effected a stock dividend of 1/3 of a share for each Founder Share outstanding, resulting in the Sponsor, byNordic Holdings and certain of the Company’s executive officers and directors holding an aggregate of 5,750,000 Founder Shares. |
Income Tax (Details)
Income Tax (Details) | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Income Tax Disclosure [Abstract] | |
Net operating loss carryovers amount | $ 11,616 |
Accrued for interest and penalties | 579 |
Valuation allowance | $ 3,300 |
Income Tax (Details) - Schedule
Income Tax (Details) - Schedule of net deferred tax assets | Dec. 31, 2021USD ($) |
Deferred tax asset | |
Organizational costs/Startup expenses | $ 860 |
Federal net operating loss | 2,439 |
Total deferred tax asset | 3,300 |
Valuation allowance | (3,300) |
Deferred tax asset, net of allowance |
Income Tax (Details) - Schedu_2
Income Tax (Details) - Schedule of income tax provision | 12 Months Ended |
Dec. 31, 2021USD ($) | |
Federal | |
Current | |
Deferred | (3,300) |
State | |
Current | |
Deferred | |
Change in valuation allowance | 3,300 |
Income tax provision |
Income Tax (Details) - Schedu_3
Income Tax (Details) - Schedule of reconciliation of the federal income tax rate | 12 Months Ended |
Dec. 31, 2021 | |
Schedule of reconciliation of the federal income tax rate [Abstract] | |
Statutory federal income tax rate | 21.00% |
State taxes, net of federal tax benefit | |
Permanent Book/Tax Differences | |
Change in valuation allowance | (4.90%) |
Other | (16.10%) |
Income tax provision |
Subsequent Events (Details)
Subsequent Events (Details) - Subsequent Event [Member] - USD ($) | Feb. 18, 2022 | Feb. 14, 2022 | Feb. 11, 2022 |
Subsequent Events (Details) [Line Items] | |||
Redeemable warrants | 1,125,000 | ||
Gross proceeds (in Dollars) | $ 22,500,000 | ||
Loan amount (in Dollars) | $ 443,094 | ||
IPO [Member] | |||
Subsequent Events (Details) [Line Items] | |||
Shares units | 15,000,000 | ||
Price per unit (in Dollars per share) | $ 10 | ||
Generating gross proceeds (in Dollars) | $ 150,000,000 | ||
Gross proceeds (in Dollars) | $ 172,500,000 | ||
Over-Allotment Option [Member] | |||
Subsequent Events (Details) [Line Items] | |||
Purchasing additional units | 2,250,000 | ||
Class A Common Stock [Member] | |||
Subsequent Events (Details) [Line Items] | |||
Common stock shares | 2,250,000 | ||
Class A Common Stock [Member] | IPO [Member] | |||
Subsequent Events (Details) [Line Items] | |||
Sale of share | 8,500,000 | ||
Price per private share (in Dollars per share) | $ 10 |