References to the "Company," "us," "our" or "we" refer to byNordic Acquisition Corporation. The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our audited financial statements and related notes included herein.

Cautionary Note Regarding Forward-Looking Statements

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

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our audited financial statements and the notes related thereto which are included in "Item 8. Financial Statements and Supplementary Data" of this Annual Report on Form 10-K. Certain information contained in the discussion and analysis set forth below includes forward-looking statements. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of many factors, including those set forth under "Special Note Regarding Forward-Looking Statements," "Item 1A. Risk Factors" and elsewhere in this Annual Report on Form 10-K.





Overview

We are a blank check company incorporated as a Delaware corporation and 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. We are not presently engaged in, and we will not engage in, any operations until we consummate our business combination. We intend to effectuate our business combination using cash from the proceeds of our initial public offering, the private placement of the private shares, the private placement of the forward purchase shares, the proceeds of the sale of our shares in connection with our business combination (pursuant to forward purchase agreements or backstop agreements we may enter into following the closing of our initial public offering or otherwise), shares issued to the owners of the target, debt issued to bank or other lenders or the owners of the target, or a combination of the foregoing. We have not selected any specific business combination target.





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The issuance of additional shares in connection with a business combination to the owners of the target or other investors, including the forward purchase shares:

? may significantly dilute the equity interest of our public stockholders, which

dilution would increase if the anti-dilution provisions in the Class B common

stock resulted in the issuance of shares of Class A common stock on a greater

than one-to-one basis upon conversion of the Class B common stock;

? may subordinate the rights of holders of our common stock if preferred stock is

issued with rights senior to those afforded our common stock;

? could cause a change in control if a substantial number of shares of our common

stock is issued, which may affect, among other things, our ability to use our

net operating loss carry forwards, if any, and could result in the resignation

or removal of our present officers and directors;

? may have the effect of delaying or preventing a change of control of us by

diluting the stock ownership or voting rights of a person seeking to obtain


    control of us; and

? may adversely affect prevailing market prices for our Class A common stock


   and/or warrants.

Similarly, if we issue debt securities or otherwise incur significant debt to bank or other lenders or the owners of a target, it could result in:

? default and foreclosure on our assets if our operating revenues after a

business combination are insufficient to repay our debt obligations;

? acceleration of our obligations to repay the indebtedness even if we make all

principal and interest payments when due if we breach certain covenants that

require the maintenance of certain financial ratios or reserves without a

waiver or renegotiation of that covenant;

? our immediate payment of all principal and accrued interest, if any, if the

debt security is payable on demand;

? our inability to obtain necessary additional financing if the debt security

contains covenants restricting our ability to obtain such financing while the

debt security is outstanding;

? our inability to pay dividends on our common stock;

? using a substantial portion of our cash flow to pay principal and interest on

our debt, which will reduce the funds available for dividends on our common

stock if declared, our ability to pay expenses, make capital expenditures and

acquisitions, and fund other general corporate purposes;

? limitations on our flexibility in planning for and reacting to changes in our

business and in the industry in which we operate;

? increased vulnerability to adverse changes in general economic, industry and

competitive conditions and adverse changes in government regulation;

? limitations on our ability to borrow additional amounts for expenses, capital

expenditures, acquisitions, debt service requirements, and execution of our


    strategy; and

? other disadvantages compared to our competitors who have less debt.






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Results of Operations

We have neither engaged in any operations nor generated any revenues to date. Our only activities from December 27, 2019 (inception) through December 31, 2022 were organizational activities, those necessary to prepare for the Initial Public Offering, described below, and identifying a target company for a business combination. We do not expect to generate any operating revenues until after the completion of our business combination. We generate non-operating income in the form of interest income on marketable securities held in the trust account. We incur expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses.

For the year ended December 31, 2022, we had net income of $1,160,817 which consisted of a refund of income tax penalty of $52,170 and interest earned on investments held in trust account and cash of $2,749,881, partially offset by formation and operating costs of $1,107,889 and federal income taxes of $533,345.

For the year ended December 31, 2021, we had a net loss of $66,287 which consisted of formation and operating costs.

Liquidity, Capital Resources and Going Concern

On February 11, 2022, we completed our Initial Public Offering of 15,000,000 Units at $10.00 per Unit, generating gross proceeds of $150,000,000. Simultaneously with the closing of the Initial Public Offering, we completed the sale of 850,000 Private Shares at a price of $10.00 per Private Share in a private placement to the Sponsor, generating gross proceeds of $8,500,000.

On February 18, 2022, in connection with the underwriters' exercise of their over-allotment option in full, we consummated the sale of an additional 2,250,000 Units at a price of $10.00 per Unit, generating an additional $22,500,000 of gross proceeds. In addition, we also consummated the sale of an additional 90,000 Private Shares at a price of $10.00 per Private Share, generating an additional $900,000 of gross proceeds.

Following the Initial Public Offering, the full exercise of the over-allotment option, and the sale of the Private Units, a total of $175,950,000 was placed in the trust account. We incurred $16,724,021 in Initial Public Offering related costs, with $16,343,583 reported in temporary equity and $380,438 in equity.

For the year ended December 31, 2022, cash used in operating activities was $836,512. Net income of $1,160,817 was affected by interest earned and unrealized gain on investments in the trust account of $2,141,392 and $604,902, respectively. Changes in operating assets and liabilities provided $748,965 of cash for operating activities.

For the year ended December 31, 2021 cash used in operating activities was $50,000. Net loss of $66,287 was offset by changes in operating assets and liabilities that provided $16,287 of cash for operating activities.

As of December 31, 2022, we had marketable securities held in the trust account of $178,686,634 consisting of money market funds which are invested primarily in U.S. Treasury securities. Interest income on the balance in the trust account may be used by us to pay taxes. Through December 31, 2022, we have withdrawn $9,660 of interest earned on the trust account for the payment of franchise or income taxes.

We intend to use substantially all of the funds held in the trust account, including any amounts representing interest earned on the trust account (less taxes payable), to complete our business combination. To the extent that our capital stock or debt is used, in whole or in part, as consideration to complete our business combination, the remaining proceeds held in the trust account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies.





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As of December 31, 2022, we had cash of $936,061 held outside the trust account. We intend to use the funds held outside the trust account primarily for (i) legal, due diligence, travel and other expenses related to identifying, negotiating and completing 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. We believe that our cash held outside of the trust account, together with interest earned on the trust account and available for withdrawal to pay taxes, will be sufficient to fund our cash needs (exclusive of amount required to exercise any extension right) through the mandatory liquidation of the Company if it fails to complete a business combination by May 11, 2023. However, if the business combination period is extended beyond May 11, 2023, we would need to obtain additional financing to fund our cash needs during any such extension period, including $1,725,000 required to be deposited in the trust account at the time of the initial three month extension and working capital to pay our operating costs during any extension period, including expenses relating to our business acquisition activities, ongoing corporate and administrative expenses, and the costs of any further extension of the period to complete a business combination beyond the end of the initial extension period on August 11, 2023. If the Company is unable to raise sufficient funds to continue its operations until completion of a business combination, we would be forced to cease operations and liquidate. Moreover, we may need to obtain additional financing either to complete our business combination or because we become obligated to redeem a significant number of our Public Shares upon consummation of our business combination, in which case we may issue additional securities or incur debt in connection with such business combination.

In order to fund any working capital deficiencies or finance transaction costs in connection with a business combination, including any amount needed to fund the extension of the deadline to complete a business combination, the Sponsor, or certain of our officers and directors or their affiliates may, but are not obligated to, loan us funds as may be required. If we complete a business combination, we will repay such loaned amounts. In the event that a business combination does not close, we may use a portion of the working capital held outside the trust account to repay such loaned amounts but no proceeds from our trust account would be used for such repayment. 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, at the option of the lender.

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 11, 2023 or the end of any extension period to consummate a business combination (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 May 11, 2023 or during any extension period, 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 11, 2023 or at the end of any extension period.

Off-Balance Sheet Arrangements

We have no obligations, assets or liabilities, which would be considered off-balance sheet arrangements as of December 31, 2022. We do not participate in transactions that create relationships with unconsolidated entities or financial partnerships, often referred to as variable interest entities, which would have been established for the purpose of facilitating off-balance sheet arrangements. We have not entered into any off-balance sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities, or purchased any non-financial assets.





Contractual Obligations

We do not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities, other than an agreement pay the Sponsor a total of $10,000 per month for administrative support services. We began incurring these fees on February 8, 2022 and will continue to incur these fees monthly until the earlier of the completion of a business combination and our liquidation.

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. The Company's former legal counsel agreed to defer legal fees in the amount of $175,000, which is payable (without interest) upon and concurrently with the completion of a business combination.





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Critical Accounting Policies

We describe our significant accounting policies in Note 2 - Summary of Significant Accounting Policies, of the Notes to Financial Statements included in this report. Our audited financial statements have been prepared in accordance with U.S. GAAP. Certain of our accounting policies require that the Company's management apply significant judgments in defining the appropriate assumptions integral to financial estimates. On an ongoing basis, the Company's management reviews the accounting policies, assumptions, estimates and judgments to ensure that our financial statements are presented fairly and in accordance with U.S. GAAP. Judgments are based on historical experience, terms of existing contracts, industry trends and information available from outside sources, as appropriate. However, by their nature, judgments are subject to an inherent degree of uncertainty, and, therefore, actual results could differ from our estimates.

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