The accompanying notes are an integral part of
the unaudited condensed financial statements.
The accompanying notes are an integral part of
the unaudited condensed financial statements.
The accompanying notes are an integral part of
the unaudited condensed financial statements.
The accompanying notes are an integral part of
the unaudited condensed financial statements.
NOTES TO CONDENSED FINANCIAL STATEMENTS
SEPTEMBER 30, 2022
(Unaudited)
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 September 30, 2022, the Company had not
commenced any operations. All activity for the period from December 27, 2019 (inception) through September 30, 2022 relates to the Company’s
formation, the Initial Public Offering (as defined below), and subsequent to the Initial Public Offering, identifying a target company
for a Business Combination. 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 Initial
Public Offering (as defined below).
The registration statement for the Company’s
IPO was declared effective on February 8, 2022 (the “Effective Date”). On February 11, 2022, the Company consummated its Initial
Public Offering (“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”). 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”). Both byNordic Holdings
and byNordic Holdings II are affiliates of the Sponsor.
The Company granted the underwriters a 45-day
option to purchase up to 2,250,000 additional Units to cover 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.
Following the closing of the IPO on February 11,
2022 and the exercise of the over-allotment option, 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”). The proceeds in the Trust
Account were 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, through an 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.
With the full exercise of the over-allotment option,
transaction costs amounted to $16,724,021 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 $919,139 of other offering costs. Of the $16,724,021 total transaction
costs, $16,343,583 was charged to temporary equity and $380,438 was charged to equity.
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 anticipates structuring its Business combination either (i) in
such a way so that the post-transaction company in which the holders of Public Shares will own or acquire 100% of the equity interests
or assets of the target business or businesses, or (ii) in such a way so that the post-transaction company owns or acquires
less than 100% of such interests or assets of the target business in order to meet certain objectives of the target management team or
stockholders, or for other reasons. However, the Company will only complete a Business Combination if the post-transaction 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 sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended.
Even if the post-transaction company owns or acquires 50% or more of the voting securities of the target, the Company’s stockholders
prior to the Business Combination may collectively own a minority interest in the post-transaction company, depending on valuations
ascribed to the target and the Company in the Business Combination. There is no assurance that the Company will be able to successfully
effect a Business Combination.
BYNORDIC ACQUISITION CORPORATION
NOTES TO CONDENSED FINANCIAL STATEMENTS
SEPTEMBER 30, 2022
(Unaudited)
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 are recorded at redemption
value and classified as temporary equity upon the completion 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 and certain Anchor Investors that purchased Founder Shares in connection with the IPO (see Note 6) 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.
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, and officers and directors of the Company that hold Founder Shares have 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 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-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.
BYNORDIC ACQUISITION CORPORATION
NOTES TO CONDENSED FINANCIAL STATEMENTS
SEPTEMBER 30, 2022
(Unaudited)
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 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 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 its 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 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.
BYNORDIC ACQUISITION CORPORATION
NOTES TO CONDENSED FINANCIAL STATEMENTS
SEPTEMBER 30, 2022
(Unaudited)
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.
On February 24, 2022, the Russian Federation launched
an invasion of Ukraine that has continued to escalate without any resolution of the invasion foreseeable in the near future with the short
and long-term impact on financial and business conditions in Europe remaining highly uncertain. The United States, the European Union,
Canada and other countries have imposed sanctions against the Russian Federation contributing to higher inflation and disruptions to supply
and distribution chains. The impact of the sanctions also includes disruptions to financial markets, an inability to complete financial
or banking transactions, restrictions on travel and an inability to service existing or new customers in a timely manner in the affected
areas of Europe. Many multinational corporations have exceeded what is required by the newer and stricter sanctions in reducing or terminating
their business ties to the Russian Federation. The circumstances related to the Russian Federation’s invasion of Ukraine could have
a material and adverse effect on the business, the cost and availability of capital and prospects of technology companies in northern
Europe which are the focus of the Company’s search for a Business Combination. The number of attractive targets for the Company’s
Business Combination could be reduced, the cost of a Business Combination may be increased, and the Company could experience a delay of,
or inability to complete a Business Combination. The financial statements do not include any adjustments that might result from the outcome
of this uncertainty.
Inflation Reduction Act of 2022
On August 16, 2022, the Inflation Reduction Act
of 2022 (the “IR Act”) was signed into federal law. The IR Act provides for, among other things, a new U.S. federal 1% excise
tax on certain repurchases of stock by publicly traded U.S. domestic corporations and certain U.S. domestic subsidiaries of publicly traded
foreign corporations occurring on or after January 1, 2023 (the “Excise Tax”). The Excise Tax is imposed on the repurchasing
corporation itself, not its shareholders from which shares are repurchased. The amount of the Excise Tax is generally 1% of the fair market
value of the shares repurchased at the time of the repurchase. However, for purposes of calculating the Excise Tax, repurchasing corporations
are permitted to net the fair market value of certain new stock issuances against the fair market value of stock repurchases during the
same taxable year. In addition, certain exceptions apply to the Excise Tax. The U.S. Department of the Treasury (the “Treasury”)
has been given authority to provide regulations and other guidance to carry out and prevent the abuse or avoidance of the Excise Tax.
Any redemption or other repurchase that occurs
after December 31, 2022, in connection with a Business Combination, extension vote or otherwise, may be subject to the Excise Tax. Whether
and to what extent the Company would be subject to the Excise Tax in connection with a Business Combination, extension vote or otherwise
would depend on a number of factors, including (i) the fair market value of the redemptions and repurchases in connection with the Business
Combination, extension or otherwise, (ii) the structure of a Business Combination, (iii) the nature and amount of any “PIPE”
or other equity issuances in connection with a Business Combination (or otherwise issued not in connection with a Business Combination
but issued within the same taxable year of a Business Combination) and (iv) the content of regulations and other guidance from the Treasury.
The mechanics of any required payment of the Excise Tax have not been determined. The foregoing could cause a reduction in the cash available
on hand to complete a Business Combination and in the Company’s ability to effect an extension of the time in which the Company
must complete a Business Combination or complete a Business Combination. Further, the application of the Excise Tax in the event of a
liquidation is uncertain.
Liquidity, Capital Resources and Going Concern
As of September 30, 2022, the Company had cash
of $1,027,333 not held in the Trust Account and available for working capital purposes. The Company does not believe it will need to raise
additional funds in order to meet the expenditures required for operating its business. However, if the estimate of the costs of (i) legal,
accounting, due diligence, travel and other expenses related to identifying, negotiating and closing a Business Combination, (ii) legal
and accounting fees related to regulatory reporting requirements, (iii) administrative expenses, and (iv) working capital used for miscellaneous
expenses and reserves, are less than the actual amount necessary to do so, the Company may have insufficient funds available to operate
its business prior to a Business Combination. Moreover, the Company may need to obtain additional financing or draw on the Working Capital
Loans (as defined below) either to complete a Business Combination or because it becomes obligated to redeem a significant number of the
Public Shares upon consummation of a Business Combination, in which case the Company may issue additional securities or incur debt in
connection with such Business Combination. Subject to compliance with applicable securities laws, the Company would only complete such
financing simultaneously with the completion of our Business Combination. If the Company is unable to complete the Business Combination
because it does not have sufficient funds available, the Company will be forced to cease operations and liquidate the Trust Account. In
addition, following the Business Combination, if cash on hand is insufficient, the Company may need to obtain additional financing in
order to meet its obligations.
In connection with the Company’s assessment
of going concern considerations in accordance with Financial Accounting Standard Board’s Accounting Standards Update (“ASU”)
2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management has determined
that the mandatory liquidation and subsequent dissolution, should the Company be unable to complete a Business Combination, raises substantial
doubt about the Company’s ability to continue as a going concern. The Company has until May 2023 to consummate a Business Combination
(or August 2023 if extended (discussed above)). It is uncertain that the Company will be able to consummate a Business Combination by
this time. If a Business Combination is not consummated by this date, there will be a mandatory liquidation and subsequent dissolution.
No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after May 2023.
BYNORDIC ACQUISITION CORPORATION
NOTES TO CONDENSED FINANCIAL STATEMENTS
SEPTEMBER 30, 2022
(Unaudited)
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The accompanying unaudited condensed financial
statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”)
for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X of the SEC. Certain
information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or
omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information
and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management,
the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are
necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented.
The accompanying unaudited condensed financial
statements should be read in conjunction with the Company’s prospectus for its Initial Public Offering as filed with the SEC on
February 10, 2022, as well as the Company’s Current Report on Form 8-K, as filed with the SEC on February 23, 2022, the Company’s
Annual Report on Form 10-K filed April 1, 2022 and the Company’s Quarterly Reports on Form 10-Q filed May 23, 2022 and August 15,
2022. The interim results for the three and nine months ended September 30, 2022 are not necessarily indicative of the results to be expected
for the year ending December 31, 2022 or for any future periods.
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 statement. 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.
Marketable Securities Held in Trust Account
At September 30, 2022, substantially all of the
assets held in the Trust Account were held in money market funds which are invested primarily in U.S. Treasury securities. All of the
Company’s investments held in the Trust Account are classified as trading securities. Trading securities are presented on the balance
sheet at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of investments held
in the Trust Account are included in interest earned on marketable securities held in Trust Account in the accompanying condensed statements
of operations. The estimated fair values of investments held in Trust Account are determined using available market information. Fair
values of these investments are determined by Level 1 inputs utilizing quoted prices (unadjusted) in active markets for identical assets.
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 September 30, 2022 and December 31, 2021. The Company held $1,027,333 and $631 in cash as September 30, 2022 and December 31, 2021,
respectively.
BYNORDIC ACQUISITION CORPORATION
NOTES TO CONDENSED FINANCIAL STATEMENTS
SEPTEMBER 30, 2022
(Unaudited)
Offering Costs associated with the Initial
Public Offering
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)”. 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. The Company incurred offering costs amounting to $16,724,021 as
a result of the IPO (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 $919,139 of other offering costs). The Company recorded $16,343,583 of offering costs
as a reduction of temporary equity in connection with the Public Shares included in the Units. The Company recorded $380,438 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 were recognized as a deferred offering cost and charged to temporary equity
and stockholders’ equity. At February 11, 2022, the fair value of the Founder Shares to the Anchor Investors in excess of the amount
paid was $6,317,382.
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 a 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 six months after the consummation of a Business Combination, (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 to consummate
a Business Combination as such deadline may be extended for an additional three-month period for a total of up to 18 months, 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 a 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 the Class B shares 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 a 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 sheets, 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. |
BYNORDIC ACQUISITION CORPORATION
NOTES TO CONDENSED FINANCIAL STATEMENTS
SEPTEMBER 30, 2022
(Unaudited)
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 sheets 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,
if any, at the IPO price less the underwriting discounts and commissions. This over-allotment option meets 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 accounts for income taxes under ASC 740, “Income Taxes.” ASC 740, Income Taxes, requires the recognition of deferred
tax assets and liabilities for both the expected impact of differences between the unaudited condensed financial statements and tax basis
of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740
additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets
will not be realized. As of September 30, 2022 and December 31, 2021, the Company’s deferred tax asset had a full valuation allowance
recorded against it. Our effective tax rate was 29.2% and 0.0% for the three months ended September 30, 2022 and 2021, respectively,
and 1,983.08% and 0.0% for the nine months ended September
30, 2022 and 2021, respectively. The effective tax rate differs from the statutory tax rate of 21% for the three and nine months ended
September 30, 2022 and 2021, due to the valuation allowance on the deferred tax assets.
While ASC 740 identifies usage of an effective
annual tax rate for purposes of an interim provision, it does allow for estimating individual elements in the current period if they are
significant, unusual or infrequent. Computing the effective tax rate for the Company is complicated due to the potential impact of the
timing of any Business Combination expenses and the actual interest income that will be recognized during the year. The Company has taken
a position as to the calculation of income tax expense in a current period based on ASC 740-270-25-3 which states, “If an entity
is unable to estimate a part of its ordinary income (or loss) or the related tax (benefit) but is otherwise able to make a reasonable
estimate, the tax (or benefit) applicable to the item that cannot be estimated shall be reported in the interim period in which the item
is reported.” The Company believes its calculation to be a reliable estimate and allows it to properly take into account the usual
elements that can impact its annualized book income and its impact on the effective tax rate. As such, the Company is computing its taxable
income (loss) and associated income tax provision based on actual results through September 30, 2022.
The Company is taking the position that the deferred
tax asset related to the unutilized net operating loss (“NOL”) should still be fully reserved. While interest rates have increased,
the actual amount of interest income for tax purposes may differ significantly due to the amount and timing of further changes in interest
rates on short-term U.S. government securities held by the Trust Account or held by funds in which the Trust Account invests, or potential
unrealized interest income based on maturity of such investments. Additionally, the NOL utilization is limited to 80% so the approach
and estimate used in the interim period is conservative in nature while reviewing the pertinent facts unique to the Company's income tax
situation.
ASC 740 also clarifies the accounting for uncertainty
in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process
for financial statement recognition and measurement of a tax position 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. ASC 740 also provides
guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition.
The Company recognizes accrued interest and penalties
related to unrecognized tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest
and penalties as of September 30, 2022 and 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 has identified the United States as
its only “major” tax jurisdiction. The Company is subject to income taxation by major taxing authorities since inception.
These examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and
compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits
will materially change over the next twelve months.
BYNORDIC ACQUISITION CORPORATION
NOTES TO CONDENSED FINANCIAL STATEMENTS
SEPTEMBER 30, 2022
(Unaudited)
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 September 30,
2022 and 2021 there were 5,750,000 shares of Class B common stock outstanding. At September 30, 2021, of the 5,750,000 shares Class B
common stock outstanding, an aggregate of up to 750,000 shares 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 Note 5).
The following table reflects the calculation of
basic and diluted net income (loss) per common share (in dollars, except per share amounts):
| |
Three Months Ended September 30, 2022 | | |
Three Months Ended September 30, 2021 | | |
Nine Months Ended September 30, 2022 | | |
Nine Months Ended September 30, 2021 | |
| |
Class A | | |
Class B | | |
Class A | | |
Class B | | |
Class A | | |
Class B | | |
Class A | | |
Class B | |
Basic and diluted net income (loss) per common share | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| |
Numerator: | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
| |
Allocation of net income (loss) | |
$ | 247,444 | | |
$ | 78,219 | | |
$ | — | | |
$ | — | | |
$ | (94,260 | ) | |
$ | (34,392 | ) | |
$ | — | | |
$ | (54,923 | ) |
Denominator: | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Basic and diluted weighted average shares outstanding | |
| 18,190,000 | | |
| 5,750,000 | | |
| — | | |
| 5,000,000 | | |
| 15,398,168 | | |
| 5,618,132 | | |
| — | | |
| 5,000,000 | |
| |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | | |
| | |
Basic and diluted net income (loss) per common share | |
$ | 0.01 | | |
$ | 0.01 | | |
$ | — | | |
$ | 0.00 | | |
$ | (0.01 | ) | |
$ | (0.01 | ) | |
$ | — | | |
$ | (0.01 | ) |
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’ deficit section of the
Company’s balance sheets.
BYNORDIC ACQUISITION CORPORATION
NOTES TO CONDENSED FINANCIAL STATEMENTS
SEPTEMBER 30, 2022
(Unaudited)
As of September 30,2022, the amount of public
common stock reflected on the balance sheet are reconciled in the following table:
Allocated proceeds | |
$ | 172,500,000 | |
Proceeds allocated to Public Warrants | |
| (3,450,000 | ) |
Less: Common stock issuance costs | |
| (16,343,583 | ) |
Add: Remeasurement adjustment on redeemable common stock | |
| 23,751,051 | |
Class A common stock subject to possible redemption | |
$ | 176,457,468 | |
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
condensed financial statements.
NOTE 3. 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 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
As of September 30, 2022, there were 8,625,000
Public Warrants outstanding. 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 issue any shares of Class A common
stock pursuant to 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.
BYNORDIC ACQUISITION CORPORATION
NOTES TO CONDENSED FINANCIAL STATEMENTS
SEPTEMBER 30, 2022
(Unaudited)
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 60th business day after the closing of a Business
Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company
will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with
Section 3(a)(9) of the Securities Act or another exemption. If that exemption, or another exemption, is not available, holders will not
be able to exercise their warrants on a cashless basis.
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 to 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.
NOTE 4. PRIVATE PLACEMENT
As of September 30, 2022 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). 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 Business Combination. If the Company does not complete the
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 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 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 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 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).
BYNORDIC ACQUISITION CORPORATION
NOTES TO CONDENSED FINANCIAL STATEMENTS
SEPTEMBER 30, 2022
(Unaudited)
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 dividends (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 a 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 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 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 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 June 30, 2022 or the completion 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. 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 consummated the IPO and was repaid in full in connection with the closing of the IPO.
In order to facilitate payments for the Company,
the Sponsor could elect to make payments on behalf of the Company that will be loaned under the Promissory Note. The Promissory Note was
repaid in full at the closing of the IPO.
Administrative Services 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 administrative support services. Upon completion of the Business
Combination or the Company’s liquidation, the Company will cease paying these monthly fees. For the three and nine months ended
September 30, 2022, the Company incurred $30,000 and $77,500, respectively, of which $17,500 is recorded as accrued expenses in the condensed
balance sheets. For the three and nine months ended September 30, 2021, the Company did not incur any fees for these services.
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 September 30, 2022 and December 31, 2021, excluding the Promissory Note to the Sponsor that was outstanding
at December 31, 2021, the Company owed related parties $31,213 and $10,073, respectively, including administrative support fees owed to
the Sponsor.
BYNORDIC ACQUISITION CORPORATION
NOTES TO CONDENSED FINANCIAL STATEMENTS
SEPTEMBER 30, 2022
(Unaudited)
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 September 30, 2022 and December 31, 2021, no such Working Capital Loans were outstanding.
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
to be signed prior to or on the effective date 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.
The holders of the majority of the forward purchase
shares (as defined below) will be entitled to make a single demand that the Company register such forward purchase shares pursuant to
the Registration Rights Agreement, dated as of February 11, 2022, by and between the Company and Rothesay Investment SARL SPF (see below).
Forward Purchase Agreement
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 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 the Registration Rights Agreement, dated as of February 11, 2022, by and between the Company and Rothesay
Investment SARL SPF. 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. 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 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 are 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 Business Combination.
BYNORDIC ACQUISITION CORPORATION
NOTES TO CONDENSED FINANCIAL STATEMENTS
SEPTEMBER 30, 2022
(Unaudited)
Anchor Investors
Certain qualified institutional buyers or institutional
accredited investors (“Anchor Investors,” none of which are affiliated with any member of the Company’s management team,
the Sponsor or any other anchor investor) purchased in the aggregate approximately $146.4 million of the units which is approximately
84.9% of the units in the IPO at the public offering price (after giving effect to the exercise in full of the underwriters’ over-allotment
option); 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, 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 forfeited 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 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 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 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 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 that they 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
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 purchased in the IPO as the rights afforded to the Company’s other public stockholders.
Deferred Legal Fees
The Company’s legal counsel relating to
the IPO has agreed to defer legal fees in the amount of $175,000, which amount will be paid from the funds held in the Trust Account upon
and concurrently with the completion of a Business Combination. The Company’s IPO legal counsel will not be entitled to any interest
accrued on the deferred legal fees.
BYNORDIC ACQUISITION CORPORATION
NOTES TO CONDENSED FINANCIAL STATEMENTS
SEPTEMBER 30, 2022
(Unaudited)
NOTE 7. STOCKHOLDERS’ (DEFICIT)
Preferred Stock — The Company
is authorized to issue 1,000,000 shares of preferred stock with a par value of $0.0001. At September 30, 2022 and December 31, 2021, there
were no shares of preferred stock issued or outstanding.
Class A Common Stock — The
Company is authorized to issue 100,000,000 shares of Class A common stock, with a par value of $0.0001 per share. Holders of Class A common
stock are entitled to one vote for each share. At September 30, 2022, there were 940,000 shares of Class A common stock issued and outstanding,
(excluding 17,250,000 shares subject to possible redemption). At December 31, 2021, there were no shares of Class A common stock issued
or outstanding.
Class B Common Stock — The
Company is authorized to issue 10,000,000 shares of Class B common stock, with a par value of $0.0001 per share (the “Founder
Shares”). Holders of the Founder Shares are entitled to one vote for each share. On February 22, 2021, the Company effected a stock
dividend of 0.5 shares for each Founder Share outstanding. 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. At September 30, 2022 and December 31, 2021, there were 5,750,000 Founder
Shares issued and outstanding, of which an aggregate of up to 750,000 shares were 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 collectively own 25% of the Company’s
issued and outstanding common stock after the IPO through ownership of Founder Shares (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 a Business Combination and any shares issuable
upon exercise of the warrants (referred to herein as the excluded shares)). All shares and associated amounts have been retroactively
restated to reflect the stock dividends (see Note 5). As of February 18, 2022, the over-allotment option was fully exercised and the Founder
Shares were no longer subject to forfeiture.
Holders of Class A common stock and Class B common
stock will be entitled to one vote for each share. Holders of Class A common stock and Class B common stock will vote together as a single
class on all matters submitted to a vote of stockholders, except as required by law.
The shares of Class B common stock 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 shares of Class B common stock shall convert
into shares of Class A common stock will be adjusted (unless the holders of a majority of the outstanding shares of Class B common stock
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 shares of Class B common stock 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 completion 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).
NOTE 9. SUBSEQUENT EVENTS
The Company evaluated subsequent events and transactions
that occurred after the balance sheet date up to the date that the unaudited condensed financial statements were issued. Based upon this
review, the Company did not identify any subsequent events that would have required adjustment or disclosure in the unaudited condensed
financial statements.