UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 FORM 10-K

 (Mark One)

 ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

 For the fiscal year ended December 31, 2024

 TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

 For the transition
period from to

 Commission file number: 001-41273

 (Exact name of registrant as specified in its charter)

 Delaware

 84-4529780

 (State or other jurisdiction of
 incorporation or organization)

 (I.R.S. Employer
 Identification No.)

 c/o Pir 29
 Einar Hansens Esplanad 29
 211 13 Malm
 Sweden

 211 13

 (Address of principal executive offices)

 (Zip Code)

 Registrant's telephone number, including
area code: +46 707 29 41 00

 Securities registered pursuant to Section 12(b)
of the Act:

 Title of Each Class:

 Trading Symbol(s)

 Name of Each Exchange on Which Registered:

 Units, each consisting of one share of Class A common stock, par value $0.0001, and one-half of one redeemable warrant

 BYNOU

 OTC Pink Current Market

 Class A common stock, par value $0.0001

 BYNO

 OTC Pink Current Market

 Redeemable warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50

 BYNOW

 OTC Pink Current Market

 Securities registered pursuant to Section 12(g)
of the Act: None

 Indicate by check mark if the registrant is a well-known seasoned issuer,
as defined in Rule 405 of the Securities Act. Yes No

 Indicate by check mark if the registrant is not required to file reports
pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes No

 Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
 Yes No

 Indicate by check mark whether the registrant has submitted electronically
every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the
preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes
No

 Indicate by check mark whether the registrant is a large accelerated
filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See definition of "large
accelerated filer," "accelerated filer," "smaller reporting company" and "emerging growth company"
in Rule 12b-2 of the Exchange Act.

 Large accelerated filer

 Accelerated filer

 Non-accelerated filer

 Smaller reporting company

 Emerging growth company

 If an emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant
to Section 13(a) of the Exchange Act.

 Indicate by check mark whether the registrant has filed a report on
and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section
404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.

 If securities are registered pursuant to Section 12(b) of the Act,
indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to
previously issued financial statements.

 Indicate by check mark whether any of those error corrections are restatements
that required a recovery analysis of incentive-based compensation received by any of the registrant's executive officers during
the relevant recovery period pursuant to §240.10D-1(b).

 Indicate by check mark whether the registrant is a shell company (as
defined in Rule 12b-2 of the Exchange Act). Yes No

 As of June 28, 2024 (the last business day of the Registrant's
second fiscal quarter), the aggregate market value of the Registrant's voting and non-voting common equity held by non-affiliates
was $ 40,489,010 (based on the closing sales price of the
Class A common stock on June 28, 2024 of $11.29).

 As of March 31, 2025, there were (i) 3,947,796 shares of the Company's
Class A common stock, par value $0.0001 per share, and (ii) 3,750,000 shares of Class B common stock, par value $0.0001 per share, of
the registrant issued and outstanding.

 Auditor Firm ID: 688
 Auditor Name: Marcum LLP
 Auditor Location: New York, NY

 TABLE
OF CONTENTS

 Page

 Item 1.

 Business

 Item 1A.

 Risk Factors

 Item 1B.

 Unresolved Staff Comments

 Item 1C.

 Cybersecurity

 Item 2.

 Properties

 Item 3.

 Legal Proceedings

 Item 4.

 Mine Safety Disclosures

 Item 5.

 Market for Registrant's Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities

 Item 6.

 Reserved

 Item 7.

 Management's Discussion and Analysis of Financial Condition and Results of Operations

 Item 7A.

 Quantitative and Qualitative Disclosures about Market Risk

 Item 8.

 Financial Statements and Supplementary Data

 Item 9.

 Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

 Item 9A.

 Controls and Procedures

 Item 9B.

 Other Information

 Item 9C.

 Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

 Item 10.

 Directors, Executive Officers and Corporate Governance

 Item 11.

 Executive Compensation

 Item 12.

 Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

 Item 13.

 Certain Relationships and Related Transactions, and Director Independence

 Item 14.

 Principal Accountant Fees and Services

 Item 15.

 Exhibit and Financial Statement Schedules

 Item 16.

 Form 10-K Summary

 i

 CAUTIONARY
NOTE REGARDING FORWARD-LOOKING STATEMENTS

 This Report (as defined below), including, without limitation, statements
under "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations," includes forward-looking
statements within the meaning of Section 27A of the Securities Act (as defined below) and Section 21E of the Exchange Act (as defined
below). These forward-looking statements can be identified by the use of forward-looking terminology, including the words "believes,"
"estimates," "anticipates," "expects," "intends," "plans," "may,"
"will," "potential," "projects," "predicts," "continue," or "should,"
or, in each case, their negative or other variations or comparable terminology. There can be no assurance that actual results will not
materially differ from expectations. Such statements include, but are not limited to, any statements relating to our ability to consummate
any acquisition or other business combination and any other statements that are not statements of current or historical facts. These statements
are based on management's current expectations, but actual results may differ materially due to various factors, including, but
not limited to:

 we are a recently formed company
without an operating history;

 our public stockholders may
experience delay in receiving distributions from our trust account;

 our public stockholders may
have a lack of opportunity to vote on our proposed business combination;

 the lack of protections afforded
to investors of blank check companies;

 any deviation from our acquisition
criteria;

 our issuance of equity and/or
debt securities to complete a business combination;

 our lack of working capital;

 third-party claims reducing
the per-share redemption price;

 any potential negative interest
rate for securities in which we invest the funds held in our trust account;

 our stockholders being held
liable for claims by third parties against us;

 any failure to enforce our
sponsor's indemnification obligations;

 warrant holders limited to
exercising warrants only on a "cashless basis;"

 the ability of warrant holders
to obtain a favorable judicial forum for disputes with our company;

 our dependence on key personnel;

 conflicts of interest of our
sponsor, officers and directors;

 the delisting of our securities
by Nasdaq and risks associated with trading our securities in the over-the-counter market;

 our dependence on a single
target business with a limited number of products or services;

 our stockholders' inability
to vote or redeem their shares in connection with our extensions;

 shares of Class A common stock
being redeemed and warrants becoming worthless;

 ii

 our competitors with advantages
over us in seeking business combinations;

 our ability to obtain additional
financing;

 our initial stockholders controlling
a substantial interest in us;

 the warrants' adverse
effect on the market price of our common stock;

 disadvantageous timing for
redeeming warrants;

 registration rights'
adverse effect on the market price of our common stock;

 a business combination with
a company located in a foreign jurisdiction;

 changes in laws or regulations;

 tax consequences to business combinations; and

 exclusive forum provisions in our amended and restated certificate of incorporation.

 The forward-looking statements contained in this Report are based on
our current expectations and beliefs concerning future developments and their potential effects on us. Future developments affecting us
may not be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are
beyond our control) or other assumptions that may cause actual results or performance to be materially different from those expressed
or implied by these forward-looking statements. Should one or more of these risks or uncertainties materialize, or should any of our assumptions
prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. We undertake no
obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except
as may be required under applicable securities laws.

 Unless otherwise stated in this Report, or the context otherwise requires,
references to:

 "anchor investors"
are to certain qualified institutional buyers or institutional accredited investors (none of which are affiliated with any member of
our management team, our sponsor or any other anchor investor);

 "byNordic Holdings"
are to byNordic Holdings LLC, a Delaware limited liability company formed in order to hold founder shares and private shares the return
on which are allocated to the holders of the limited liability company interests therein;

 "byNordic Holdings II"
are to byNordic Holdings II LLC, a Delaware limited liability company formed in order to hold founder shares and private shares the return
on which are allocated to the holders of the limited liability company interests therein;

 "board of directors" or "board" are
to the board of directors of the Company;

 "business combination period" are to the period
of time permitted under our amended and restated certificate of incorporation to complete our initial business combination;

 "Class A common stock"
are to the shares of Class A common stock of the Company, par value $0.0001 per share;

 "Class B common stock"
are to the shares of Class B common stock of the Company, par value $0.0001 per share;

 "common stock"
are to the Class A common stock and the Class B common stock;

 iii

 "Continental" are
to Continental Stock Transfer & Trust Company, trustee of our trust account (as defined below) and warrant agent of our public warrants
(as defined below);

 "DGCL" are to the
Delaware General Corporation Law;

 "DWAC System" are
to the Depository Trust Company's Deposit/Withdrawal At Custodian System;

 "Exchange Act"
are to the Securities Exchange Act of 1934, as amended;

 "forward purchase agreement"
are to the agreement providing for the sale of forward purchase shares to Rothesay in a private placement that will close concurrently
with the closing of our initial business combination;

 "forward purchase shares"
are to the shares of Class A common stock to be issued pursuant to the forward purchase agreement;

 "forward transferee"
are to any third party to which Rothesay, as a forward purchaser, transfers any portion of its rights and obligations to purchase the
forward purchase shares under the forward purchase agreement;

 "founder shares"
are to shares of our Class B common stock initially purchased by our sponsor, byNordic Holdings and certain of our executive officers
and directors in a private placement prior to our initial public offering, a portion of which were forfeited by byNordic Holdings followed
by the issuance of an equal number of founder shares by us to byNordic Holdings II simultaneously with the closing of our initial public
offering, and the shares of our Class A common stock issued upon the conversion thereof as provided herein;

 "GAAP" are to the
accounting principles generally accepted in the United States of America;

 "IFRS" are to the
International Financial Reporting Standards, as issued by the International Accounting Standards Board;

 "initial business combination"
are to a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or
more businesses;

 "initial public offering"
are to the initial public offering that was consummated by the Company on February 11, 2022;

 "initial stockholders"
are to our sponsor, byNordic Holdings and certain of our executive officers and directors as the holders of our founder shares prior
to our initial public offering and byNordic Holdings II as the holder of the founder shares issued by us in an amount equal to the number
of founder shares forfeited to us by byNordic Holdings simultaneously with the closing of our initial public offering of our securities;

 "Investment Company Act"
are to the Investment Company Act of 1940, as amended;

 "JOBS Act" are
to the Jumpstart Our Business Startups Act of 2012;

 "management" or
our "management team" are to our officers and directors;

 iv

 "Marcum" are to
Marcum LLP, our independent registered public accounting firm;

 "Nasdaq" are to
the Nasdaq Stock Market LLC;

 "PCAOB" are to
the Public Company Accounting Oversight Board (United States);

 "private shares"
are to the shares of our Class A common stock issued to our sponsor, byNordic Holdings and byNordic Holdings II in a private placement
simultaneously with the closing of our initial public offering;

 "public shares"
are to shares of our Class A common stock sold as part of the units in our initial public offering (whether they were purchased in our
initial public offering or thereafter in the open market);

 "public stockholders"
are to the holders of our public shares, including our initial stockholders and management team to the extent our initial stockholders
and/or members of our management team purchase public shares, provided that each initial stockholder's and member of our management
team's status as a "public stockholder" shall only exist with respect to such public shares;

 "Registration Statement"
are to the Form S-1 filed with the SEC January 18, 2022 (File No. 333-248488), as amended;

 "Report" are to
this Annual Report on Form 10-K for the fiscal year ended December 31, 2024;

 "Rothesay" are
to Rothesay Investment SARL SPF (and/or its affiliates), a member of our sponsor and with which we have entered into the forward purchase
agreement;

 "Sarbanes-Oxley Act"
are to the Sarbanes-Oxley Act of 2002;

 "SEC" are to the
U.S. Securities and Exchange Commission;

 "Securities Act"
are to the Securities Act of 1933, as amended;

 "sponsor" are to
Water by Nordic AB, a Swedish limited liability company controlled by certain of our officers and directors;

 "trust account"
are to the U.S.-based trust account maintained by Continental, acting as trustee, at J.P. Morgan Chase Bank, N.A. in which an amount
of $175,950,000 from the net proceeds of the sale of the units (as defined below) in the initial public offering and private shares was
placed following the closing of the initial public offering and the closing of the exercise in full of the over-allotment option by the
underwriters;

 "units" are to
the units sold in our initial public offering, which consist of one public share and one-half of one public warrant;

 "warrants" are
to our redeemable warrants sold as part of the units in our initial public offering (whether they were purchased in our initial public
offering or thereafter in the open market); and

 "we," "us,"
"Company" or "our Company" are to byNordic Acquisition Corporation.

 v

 Item 1. Business.

 Overview

 We are a blank check company incorporated as a Delaware corporation
formed for the purpose of effecting our initial business combination.

 While we may pursue an acquisition opportunity in any business, industry,
sector or geographical location, we have focused and will continue to focus on industries that complement our management team's
background, and seek to capitalize on the ability of our management team to identify and acquire a technology growth company in the northern
part of Europe, including the Nordic and Scandinavian countries, the Baltic states, United Kingdom and Ireland, Germany, France and the
Benelux countries, where our management team has extensive experience.

 Initial Public Offering

 On February 11, 2022, we consummated our initial public offering of
15,000,000 units. Each unit consists of one share of Class A common stock, and one-half of one redeemable warrant of the Company, with
each warrant entitling the holder thereof to purchase one share of Class A common stock for $11.50 per whole share. The units were sold
at a price of $10.00 per unit, generating gross proceeds to us of $150,000,000.

 Simultaneously with the closing of the initial public offering, we
completed the private sale of an aggregate of 850,000 shares of Class A common stock to our sponsor, byNordic Holdings and byNordic Holdings
II at a purchase price of $10.00 per private share, generating gross proceeds of $8,500,000.

 We granted the underwriters in the initial public offering a 45-day
option to purchase up to 2,250,000 additional units to cover over-allotments, if any, in connection with the initial public offering.
On February 18, 2022, the underwriters exercised the over-allotment option in full by purchasing an additional 2,250,000 units, generating
an additional $22,500,000 of gross proceeds to us from the initial public offering. On February 18, 2022, in connection with the exercise
by the underwriters of the over-allotment option in full, we completed the private sale of an additional 90,000 shares of Class A common
stock to our sponsor, byNordic Holdings and byNordic Holdings II at a purchase price of $10.00 per private share, generating an additional
$900,000 of gross proceeds.

 Of the gross proceeds received from the consummation of the initial
public offering and the simultaneous private placement of Class A common stock on the initial closing date that occurred on February 11,
2022 and the gross proceeds received from the consummation of the fully exercised over-allotment option and the simultaneous private sale
of private shares on February 18, 2022, $175,950,000 was placed in the trust account maintained by Continental, acting as trustee, at
J.P. Morgan Chase Bank, N.A. It is the job of our sponsor and management team to complete our initial business combination. Our management
team is led by Michael Hermansson, our Chief Executive Officer and Thomas Fairfield, our Chief Operating Officer and Chief Financial Officer.

 We were required to complete our initial business combination by May
11, 2023, 15 months from the closing of our initial public offering, or (x) by August 11, 2023, 18 months from the closing of our initial
public offering, provided that (i) our sponsor (or its affiliates or permitted designees) upon at least five (5) business days prior written
notice, deposited into the trust account on or prior to May 11, 2023, an additional $0.10 per unit offered in our initial public offering
($1,725,000) and (ii) we complied with the procedures relating to any such extension, as set forth in Section 1(m) of the Investment Management
Trust Agreement, dated February 8, 2022, between us and Continental Stock Transfer & Trust Company, as Trustee, or (y) by such further
extended deadline that we may have to consummate an initial business combination beyond 18 months from the closing of our initial public
offering as a result of a stockholder vote to amend our amended and restated certificate of incorporation (in connection with which our
stockholders will have a right to redeem their public shares as described herein). Such initial three-month extension of our business
combination period, as the same may be further extended as a result of the stockholder vote, will be referred to herein as an extension
period.

 During May 2023, our Board of Directors elected to extend the business
combination period to August 11, 2023 and our sponsor funded a deposit of $1,725,000 into the trust account with respect to such extension.

 In August 2023 our stockholders approved amendments to our certificate
of incorporation to extend the business combination period from August 11, 2023 to February 12, 2024 and to allow the Company by resolution
of the board without another stockholder vote, to extend the business combination period by one additional month, for a total of up to
six additional months, from February 12, 2024 until August 12, 2024, provided that the sponsor or its designee deposit into the trust
account the lesser of (i) $105,000 or (ii) $0.04 per outstanding public share with respect to each such extension. The Company's
board exercised one-month extensions of the business combination period from February 12, 2024 through August 12, 2024, respectively and
$105,000 was deposited into the trust account in connection with each such extension.

 At an annual meeting on August 7, 2024, our stockholders
approved amendments to our amended and restated certificate of incorporation to authorize our board to extend the business combination
period by one month each time from August 12, 2024 to August 12, 2025, or such earlier date as determined by the board in its sole discretion,
unless the closing of our initial business combination shall have occurred prior thereto. The Company is required to deposit $40,312 to
the trust account with respect to each such monthly extension. The Company's board has exercised one-month extensions from August
12, 2024 through April 12, 2025, respectively and $40,312 was deposited into the trust account in connection with each such extension.

 If our initial business combination is not consummated by April 12,
2025 or the end of any further extension period, then our existence will terminate, and we will distribute all amounts in the trust account.

 Industry Opportunity

 While we may acquire a business in any industry or geographic location,
our focus has been and will continue to be on technology sectors in the northern part of Europe. We believe the technology industry is
attractive for a number of reasons. The European technology industry represents a large target market, with approximately $45 billion
of private capital invested in 2024 and over 35,000 early stage companies, according to the State of European Tech 2024 report by Atomico,
Orrick, HSBC, AWS and Slush. According to the same report, private capital investment in Europe of $426 billion from 2015 through 2024
represents a ten-fold increase in investment over the 2005 to 2014 period and the number of early stage companies is 4.5 times greater
than the number in 2015.

 We believe that there are many potential targets within the technology
industry that could become attractive public companies. These potential targets exhibit a broad range of business models and financial
characteristics that range from very high growth innovative companies to more mature businesses with established franchises, recurring
revenues and strong cash flows.

 Our management team has extensive experience and knowledge in several
high-performing technology sectors, including FinTech, digital infrastructure, software, health technology, sustainability/climate technology,
transportation technology and industrial technology. These subsectors were included among the most highly ranked by amount of private
investment in 2024, according to the State of European Tech 2024 report. By focusing our search for potential targets in the northern
part of Europe, we leverage our existing business and investor network and knowledge of regional business philosophies and traditions,
to identify and execute a business combination.

 Acquisition Strategy

 Our management team, with the assistance of our board of directors,
has been working to identify opportunities that are best positioned for our initial business combination within high-performing technology
markets. Certain members of our management team have spent significant portions of their careers working with businesses in the technology
industry and have developed a wide network of professional services contacts and business relationships in that industry. Utilizing the
relationships of the management team and board of directors as well as unaffiliated sources, our search process includes communications
with private and public companies, investment bankers, venture capitalists and private equity firms, as well other professional services
firms.

 Despite greater macroeconomic risks arising over the past year, including
higher interest rates, inflation, geopolitical factors and capital markets volatility, we believe our structure as a public company makes
us an attractive business combination partner to target businesses by offering a target business an alternative to the traditional initial
public offering through a merger or other business combination.

 Acquisition Criteria

 The sourcing focus has been and will continue to be on technology companies
known to our management and board of directors and proprietary in nature. Our focus has been and will continue to be companies with enterprise
valuations below $750 million, primarily those with enterprise values between $250 million to $750 million with the goal of identifying
and completing a business combination with an enterprise that will be successful as a public company. We have identified the following
criteria to evaluate prospective target businesses. We may however, decide to enter into our initial business combination with a target
business that does not meet these criteria or is outside of our sourcing focus. We currently seek to acquire companies that we believe:

 have developed or are developing
differentiated products or services that address unmet needs and therefore represent significant growth opportunities serving the markets
in which they operate or intend to operate;

 have developed or are developing
products or services that have achieved a level of maturity such that the investment has been relatively de-risked and can be adequately
evaluated;

 exhibit unrecognized value
or other characteristics that we believe have been misevaluated by the market based on the expertise of our directors and officers and
our rigorous sourcing and due diligence processes;

 will offer attractive risk-adjusted
equity returns for our stockholders;

 can benefit from access to
public investors for additional capital as well as our industry relationships and expertise;

 are ready to be public, with
strong management, corporate governance and reporting policies in place; and

 will likely be well received
by public investors and are expected to have good access to the public capital markets.

 We may use other criteria as well. Any evaluation relating to the merits
of a particular initial business combination may be based, to the extent relevant, on these general guidelines as well as other considerations,
factors and criteria that from time to time our management team may deem relevant. In the event that we decide to enter into our initial
business combination with a target business that does not meet the above criteria and guidelines, we will disclose that the target business
does not meet the above criteria in our stockholder communications related to our initial business combination, which, as discussed in
this Report, would be in the form of tender offer documents or proxy solicitation materials that we would file with the SEC.

 Initial Business Combination

 Nasdaq rules require that listed special purpose acquisition companies
must complete one or more business combinations having an aggregate fair market value of at least 80% of the value of the assets held
in the trust account (excluding the deferred underwriting commissions and taxes payable on the interest earned on the trust account) at
the time of our signing a definitive agreement in connection with our initial business combination. Our board of directors will make the
determination as to the fair market value of our initial business combination. If our board of directors is not able to independently
determine the fair market value of our initial business combination, we will obtain an opinion from an independent investment banking
firm or another independent entity that commonly renders valuation opinions with respect to the satisfaction of such criteria. While we
consider it unlikely that our board of directors will not be able to make an independent determination of the fair market value of our
initial business combination, it may be unable to do so if it is less familiar or experienced with the business of a particular target
or if there is a significant amount of uncertainty as to the value of a target's assets or prospects. Additionally, pursuant to
Nasdaq rules, any initial business combination must be approved by a majority of our independent directors. Although our securities are
not currently listed on Nasdaq, we will endeavor to structure our initial business combination to qualify for listing on Nasdaq or other
national securities exchange on which we may apply to list our securities in the future.

 We anticipate structuring our initial business combination either (i)
in such a way so that the post-transaction company in which our public stockholders own 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, we will only complete an initial 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. Even if
the post-transaction company owns or acquires 50% or more of the voting securities of the target, our stockholders prior to the initial
business combination may collectively own a minority interest in the post-transaction company, depending on valuations ascribed to the
target and us in the initial business combination. For example, we could pursue a transaction in which we issue a substantial number of
new shares in exchange for all of the issued and outstanding capital stock of a target. In this case, we would acquire a 100% controlling
interest in the target. However, as a result of the issuance of a substantial number of new shares, our stockholders immediately prior
to our initial business combination could own less than a majority of our issued and outstanding shares subsequent to our initial business
combination. If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post-transaction
company, the portion of such business or businesses that is owned or acquired is what will be taken into account for purposes of Nasdaq's
80% fair market value test. If the initial business combination involves more than one target business, the 80% fair market value test
will be based on the aggregate value of all of the transactions and we will treat the target businesses together as the initial business
combination for purposes of a tender offer or for seeking stockholder approval, as applicable.

 The time required to select and evaluate a target business and to structure
and complete our initial business combination, and the costs associated with this process, are not currently ascertainable with any degree
of certainty. Any costs incurred with respect to the identification and evaluation of a prospective target business with which our initial
business combination is not ultimately completed will result in our incurring losses and will reduce the funds we can use to complete
another business combination.

 Our Business Combination Process

 We believe that conducting comprehensive due diligence on prospective
investments is particularly important within the technology industries, including FinTech. In evaluating a prospective acquisition candidate,
we conduct a thorough due diligence review which encompasses, among other things, meetings with incumbent management, investors and employees,
document reviews, inspection of facilities, as well as a review of scientific, regulatory, operational, financial, legal and other information
which will be made available to us. We have utilized and will continue to utilize the diligence, rigor, and expertise of our officers
and directors to evaluate potential targets' strengths, weaknesses, and opportunities to identify the relative risk and return profile
of any potential target for our initial business combination. Given the extensive tenure of our board and management team investing in
northern European companies and in the technology industry, we are often familiar with a prospective target's end-market, competitive
landscape and business model.

 We are not prohibited from pursuing an initial business combination
with a company that is affiliated with our sponsor, officers or directors. In the event we seek to complete our initial business combination
with a company that is affiliated with our sponsor, officers or directors we, or a committee of independent directors, will obtain an
opinion from an independent investment banking firm or another independent entity that commonly renders valuation opinions that our initial
business combination is fair to our company from a financial point of view.

 Members of our management team and board directly or indirectly own
our founder shares, common stock and/or private shares following our initial public offering, and, accordingly, may have a conflict of
interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business
combination. Further, each of our officers and directors may have a conflict of interest with respect to evaluating a particular business
combination if the retention or resignation of any such officers and directors were to be included by a target business as a condition
to any agreement with respect to our initial business combination.

 Certain of our officers and directors presently have, and any of them
in the future may have, fiduciary or contractual obligations to other entities pursuant to which such officer or director is or will be
required to present a business combination opportunity. Accordingly, if any of our officers or directors becomes aware of a business combination
opportunity which is suitable for an entity to which he or she has then-current fiduciary or contractual obligations to present the opportunity
to such entity, he or she will honor his or her fiduciary or contractual obligations to present such opportunity to such entity. We believe,
however, that the fiduciary duties or contractual obligations of our officers or directors will not materially affect our ability to complete
our initial business combination, as we believe any such opportunities presented would be smaller than what we are interested in, in different
fields than what we would be interested in, or that our obligations are to entities that are not themselves in the business of engaging
in business combinations. Our amended and restated certificate of incorporation provides that we renounce our interest in any corporate
opportunity offered to any director or officer unless such opportunity is expressly offered to such person solely in his or her capacity
as a director or officer of our company and such opportunity is one we are legally and contractually permitted to undertake and would
otherwise be reasonable for us to pursue, and to the extent the director or officer is permitted to refer that opportunity to us without
violating another legal obligation.

 Our officers have agreed not to become an officer or director of any
other special purpose acquisition company with a class of securities registered under the Securities Exchange Act of 1934, as amended,
or the Exchange Act, until we have entered into a definitive agreement regarding our initial business combination or we have failed to
complete our initial business combination by April 12, 2025 or during any further extension of our business combination period. Notwithstanding
the foregoing, Thomas Fairfield, our Chief Financial Officer, Chief Operating Officer and Secretary, may become an officer or director
of another special purpose acquisition company which does not have a focus on acquiring a technology growth company in the northern part
of Europe.

 Status as a Public Company

 We believe our structure as a public company makes us an attractive
business combination partner to target businesses. As an existing public company, we offer a target business an alternative to the traditional
initial public offering through a merger or other business combination. In this situation, the owners of the target business would exchange
their shares of stock in the target business for shares of our stock or for a combination of shares of our stock and cash, allowing us
to tailor the consideration to the specific needs of the sellers. Although there are various costs and obligations associated with being
a public company, we believe target businesses will find this method a more certain and cost effective method to becoming a public company
than the typical initial public offering. In a typical initial public offering, there are additional expenses incurred in marketing, road
show and public reporting efforts that may not be present to the same extent in connection with a business combination with us.

 Furthermore, once a proposed business combination is completed, the
target business will have effectively become public, whereas a traditional initial public offering is always subject to the underwriters'
ability to complete the offering, as well as general market conditions, which could delay or prevent the offering from occurring or could
have negative valuation consequences. Once public, we believe the target business would then have greater access to capital and an additional
means of providing management incentives consistent with stockholders' interests. It can offer further benefits by augmenting a
company's profile among potential new customers and vendors and aid in attracting talented employees.

 We are an "emerging growth company," as defined in Section
2(a) of the Securities Act, as modified by the JOBS Act. As such, we are eligible to 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 auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced
disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements
of holding a non-binding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously
approved. If some investors find our securities less attractive as a result, there may be a less active trading market for our securities
and the prices of our securities may be more volatile.

 In addition, Section 107 of the JOBS Act also provides that an "emerging
growth company" can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying
with new or revised accounting standards. In other words, an "emerging growth company" can delay the adoption of certain accounting
standards until those standards would otherwise apply to private companies. We intend to take advantage of the benefits of this extended
transition period.

 We will remain an emerging growth company until the earlier of (1)
the last day of the fiscal year (a) following the fifth anniversary of the completion of our initial public offering (or February 11,
2022), (b) in which we have total annual gross revenue of at least $1.235 billion, or (c) in which we are deemed to be a large accelerated
filer, which means the market value of our Class A common stock that is held by non-affiliates exceeds $700 million as of the prior June
30 th, and (2) the date on which we have issued more than $1.0 billion in non-convertible debt securities during the prior three-year
period.

 Financial Position

 We had funds available for a business combination in the amount of
approximately $11,865,000 as of December 31, 2024, before payment of $6,037,500 of deferred underwriting fees and $175,000 of deferred
legal fees and up to $10,000,000 in gross proceeds from the sale of the forward purchase shares, in each case before fees and expenses
associated with our initial business combination and cash on deposit in the trust account that may be applied to the redemption of our
Class A common stock at the election of our stockholders. Because we are able to complete our business combination using our cash, debt
or equity securities, or a combination of the foregoing, we have the flexibility to use the most efficient combination that will allow
us to tailor the consideration to be paid to the target business to fit its needs and desires. However, we have not taken any steps to
secure third party financing and there can be no assurance such third party financing will be available to us.

 Effecting Our Initial Business Combination

 We are not presently engaged in, and we will not engage in, any operations
until we consummate our initial business combination. We intend to effectuate our initial 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 initial 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.

 If our initial business combination is paid for using equity or debt
securities, or not all of the funds released from the trust account are used for payment of the consideration in connection with our initial
business combination or used for redemptions of our Class A common stock, we may apply the balance of the cash released to us from the
trust account for general corporate purposes, including for maintenance or expansion of operations of the post-transaction company, the
payment of principal or interest due on indebtedness incurred in completing our initial business combination, to fund the purchase of
other companies or for working capital.

 We may seek to raise additional funds through a private offering of
debt or equity securities in connection with the completion of our initial business combination, and we may effectuate our initial business
combination using the proceeds of such offering rather than, or in addition to, using the amounts held in the trust account. We intend
to target businesses larger than we could acquire with solely the funds in the trust account, and may as a result be required to seek
additional financing to complete such proposed initial business combination. Subject to compliance with applicable securities laws, we
would expect to complete such financing simultaneously with the completion of our initial business combination. In the case of an initial
business combination funded with assets other than the trust account assets, our proxy materials or tender offer documents disclosing
the initial business combination would disclose the terms of the financing and, only if required by law or the applicable rules of a national
securities exchange, we would seek stockholder approval of such financing. There are no prohibitions on our ability to raise funds privately
or through loans in connection with our initial business combination. At this time, other than the forward purchase agreement, we are
not a party to any arrangement or understanding with any third party with respect to raising any additional funds through the sale of
securities or otherwise.

 Although our management will assess the risks inherent in a particular
target business with which we may combine, we cannot assure you that this assessment will result in our identifying all risks that a target
business may encounter. Furthermore, some of those risks may be outside of our control, meaning that we can do nothing to control or reduce
the chances that those risks will adversely impact a target business.

 Sources of Target Businesses

 Target business candidates may be brought to our attention from various
unaffiliated sources, including investment bankers and investment professionals. Target businesses may be brought to our attention by
such unaffiliated sources as a result of being solicited by us by calls or mailings. These sources may also introduce us to target businesses
in which they think we may be interested on an unsolicited basis, since many of these sources will have read our prospectus in connection
with our initial public offering or this Report and know what types of businesses we are targeting. Our officers and directors, as well
as our sponsor and its affiliates, may also bring to our attention target business candidates that they become aware of through their
business contacts as a result of formal or informal inquiries or discussions they may have, as well as attending trade shows or conventions.
In addition, we expect to receive a number of proprietary deal flow opportunities that would not otherwise necessarily be available to
us as a result of the business relationships of our officers and directors and our sponsor and their respective industry and business
contacts as well as their affiliates. We may engage the services of professional firms or other individuals that specialize in business
acquisitions, in which event we may pay a finder's fee, consulting fee, advisory fee or other compensation to be determined in an
arm's length negotiation based on the terms of the transaction. In addition, the underwriters may provide these services without
additional compensation. We will formally engage a finder only to the extent our management determines that the use of a finder may bring
opportunities to us that may not otherwise be available to us or if finders approach us on an unsolicited basis with a potential transaction
that our management determines is in our best interest to pursue. Payment of finder's fees is customarily tied to completion of
a transaction, in which case any such fee will be paid out of the funds held in the trust account. In no event, however, will our sponsor
or any of our existing officers or directors, or any entity with which our sponsor or officers are affiliated, be paid any finder's
fee, reimbursement, consulting fee, monies in respect of any payment of a loan or other compensation by the company prior to, or in connection
with any services they render in order to effectuate the completion of our initial business combination (regardless of the type of transaction
that it is). Although none of our sponsor, executive officers or directors, or any of their respective affiliates, will be allowed to
receive any compensation, finder's fees or consulting fees from a prospective business combination target in connection with a contemplated
initial business combination, we do not have a policy that prohibits our sponsor, executive officers or directors, or any of their respective
affiliates, from negotiating for the reimbursement of out-of-pocket expenses by a target business. We pay our sponsor a total of $10,000
per month for administrative support services and will reimburse our sponsor for any out-of-pocket expenses related to identifying, investigating
and completing an initial business combination. Some of our officers and directors may enter into employment or consulting agreements
with the post-transaction company following our initial business combination. The presence or absence of any such fees or arrangements
will not be used as a criterion in our selection process of an initial business combination candidate.

 We are not prohibited from pursuing an initial business combination
with a target that is affiliated with our sponsor, officers or directors or making the initial business combination through a joint venture
or other form of shared ownership with our sponsor, officers or directors. In the event we seek to complete our initial business combination
with an initial business combination target that is affiliated with our sponsor, officers or directors, we, or a committee of independent
directors, would obtain an opinion from an independent investment banking firm or from another independent entity that commonly renders
valuation opinions that such an initial business combination is fair to our company from a financial point of view. We are not required
to obtain such an opinion in any other context.

 If any of our officers or directors becomes aware of an initial business
combination opportunity that falls within the line of business of any entity to which he or she has pre-existing fiduciary or contractual
obligations, he or she may be required to present such business combination opportunity to such entity prior to presenting such business
combination opportunity to us.

 Lack of Business Diversification

 For an indefinite period of time after the completion of our initial
business combination, the prospects for our success may depend entirely on the future performance of a single business. Unlike other entities
that have the resources to complete business combinations with multiple entities in one or several industries, it is probable that we
will not have the resources to diversify our operations and mitigate the risks of being in a single line of business. In addition, we
have focused and will continue to focus our search for an initial business combination in a single industry. By completing our initial
business combination with only a single entity, our lack of diversification may:

 subject us to negative economic,
competitive and regulatory developments, any or all of which may have a substantial adverse impact on the particular industry in which
we operate after our initial business combination, and

 cause us to depend on the marketing
and sale of a single product or limited number of products or services.

 Limited Ability to Evaluate the Target's Management Team

 Although we closely scrutinize the management of a prospective target
business when evaluating the desirability of effecting our initial business combination with that business, our assessment of the target
business' management may not prove to be correct. In addition, the future management may not have the necessary skills, qualifications
or abilities to manage a public company. Furthermore, the future role of members of our management team, if any, in the target business
cannot presently be stated with any certainty. The determination as to whether any of the members of our management team will remain with
the combined company will be made at the time of our initial business combination. While it is possible that one or more of our directors
will remain associated in some capacity with us following our initial business combination, it is unlikely that any of them will devote
their full efforts to our affairs subsequent to our initial business combination. Moreover, we cannot assure you that members of our management
team will have significant experience or knowledge relating to the operations of the particular target business.

 We cannot assure you that any of our key personnel will remain in senior
management or advisory positions with the combined company. The determination as to whether any of our key personnel will remain with
the combined company will be made at the time of our initial business combination.

 Following an initial business combination, we may seek to recruit additional
managers to supplement the incumbent management of the target business. We cannot assure you that we will have the ability to recruit
additional managers, or that additional managers will have the requisite skills, knowledge or experience necessary to enhance the incumbent
management.

 Stockholders May Not Have the Ability to Approve Our Initial Business
Combination

 We may conduct redemptions without a stockholder vote pursuant to the
tender offer rules of the SEC. However, we will seek stockholder approval if it is required by law or applicable stock exchange rule,
or we may decide to seek stockholder approval for business or other legal reasons. Presented in the table below is a graphic explanation
of the types of initial business combinations we may consider and whether stockholder approval is currently required under Delaware law
for each such transaction.

 Type of Transaction

 Whether Stockholder

Approval is Required

 Purchase of assets

 No

 Purchase of stock of target not involving a merger with the company

 No

 Merger of target into a subsidiary of the company

 No

 Merger of the company with a target

 Yes

 Under Nasdaq's listing
rules, stockholder approval would be required for our initial business combination if, for example:

 we issue shares of Class A
common stock that will be equal to or in excess of 20% of the number of shares of our Class A common stock then issued and outstanding;

 any of our directors, officers
or substantial stockholders (as defined by Nasdaq rules) has a 5% or greater interest (or such persons collectively have a 10% or greater
interest), directly or indirectly, in the target business or assets to be acquired or otherwise and the present or potential issuance
of common stock could result in an increase in issued and outstanding common shares or voting power of 5% or more; or

 the issuance or potential issuance
of common stock will result in our undergoing a change of control.

 Permitted Purchases of our Securities

 If we seek stockholder approval of our initial business combination
and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our sponsor,
initial stockholders, directors, executive officers or their affiliates may purchase shares or warrants in privately negotiated transactions
or in the open market either prior to or following the completion of our initial business combination. There is no limit on the number
of shares our initial stockholders, directors, officers or their affiliates may purchase in such transactions, subject to compliance with
applicable law and Nasdaq rules. However, they have no current commitments, plans or intentions to engage in such transactions and have
not formulated any terms or conditions for any such transactions. If they engage in such transactions, they will not make any such purchases
if such purchases are prohibited by Regulation M under the Exchange Act. We do not currently anticipate that such purchases, if any, would
constitute a tender offer subject to the tender offer rules under the Exchange Act or a going-private transaction subject to the going-private
rules under the Exchange Act; however, if the purchasers determine at the time of any such purchases that the purchases are subject to
such rules, the purchasers will comply with such rules. Any such purchases will be reported pursuant to Section 13 and Section 16 of the
Exchange Act to the extent such purchasers are subject to such reporting requirements. None of the funds held in the trust account will
be used to purchase shares or warrants in such transactions prior to completion of our initial business combination.

 The purpose of any such purchases of shares could be to vote such shares
in favor of the initial business combination and thereby increase the likelihood of obtaining stockholder approval of the initial business
combination or to satisfy a closing condition in an agreement with a target that requires us to have a minimum net worth or a certain
amount of cash at the closing of our initial business combination, where it appears that such requirement would otherwise not be met.
The purpose of any such purchases of warrants could be to reduce the number of warrants outstanding or to vote such warrants on any matters
submitted to the warrantholders for approval in connection with our initial business combination. Any such purchases of our securities
may result in the completion of our initial business combination that may not otherwise have been possible. In addition, if such purchases
are made, the public "float" of our shares of Class A common stock or warrants may be reduced and the number of beneficial
holders of our securities may be reduced, which may make it difficult to maintain or obtain the quotation, listing or trading of our securities
on a national securities exchange.

 Our sponsor, officers, directors and/or their affiliates anticipate
that they may identify the stockholders with whom our sponsor, officers, directors or their affiliates may pursue privately negotiated
purchases by either the stockholders contacting us directly or by our receipt of redemption requests submitted by stockholders following
our mailing of proxy materials in connection with our initial business combination. To the extent that our sponsor, officers, directors
or their affiliates enter into a private purchase, they would identify and contact only potential selling stockholders who have expressed
their election to redeem their shares for a pro rata share of the trust account or vote against our initial business combination, whether
or not such stockholder has already submitted a proxy with respect to our initial business combination. Our sponsor, officers, directors
or their affiliates will only purchase shares if such purchases comply with Regulation M under the Exchange Act and the other federal
securities laws.

 Any purchases by our sponsor, officers, directors and/or their affiliates
who are affiliated purchasers under Rule 10b-18 under the Exchange Act will only be made to the extent such purchases are able to be made
in compliance with Rule 10b-18, which is a safe harbor from liability for manipulation under Section 9(a)(2) and Rule 10b-5 of the Exchange
Act. Rule 10b-18 has certain technical requirements that must be complied with in order for the safe harbor to be available to the purchaser.
Our sponsor, officers, directors and/or their affiliates will not make purchases of common stock if the purchases would violate Section
9(a)(2) or Rule 10b-5 of the Exchange Act. Any such purchases will be reported pursuant to Section 13 and Section 16 of the Exchange Act
to the extent such purchases are subject to such reporting requirements.

 Redemption Rights for Public Stockholders upon Completion of our
Initial Business Combination

 We will provide our public stockholders with the opportunity to redeem
all or a portion of their shares of Class A common stock in connection with the completion of our initial business combination at a per-share
price, payable in cash, equal to the aggregate amount then on deposit in the trust account as of two business days prior to the consummation
of the initial business combination including interest earned on the funds held in the trust account and not previously released to us
to pay our taxes, divided by the number of then issued and outstanding public shares, subject to the limitations described herein. The
per-share amount we will distribute to investors who properly redeem their shares will not be reduced by the deferred underwriting commissions
we will pay to the underwriters. Our sponsor, byNordic Holdings, byNordic Holdings II and our executive officers and directors have entered
into a letter agreement with us, pursuant to which they have agreed to waive their redemption rights with respect to their founder shares,
the private shares and any public shares they may acquire during or after our initial public offering in connection with the completion
of our initial business combination or otherwise.

 Manner of Conducting Redemptions

 We will provide our public stockholders with the opportunity to redeem
all or a portion of their shares of Class A common stock in connection with the completion of our initial business combination either
(i) in connection with a stockholder meeting called to approve the initial business combination or (ii) by means of a tender offer. The
decision as to whether we will seek stockholder approval of a proposed initial business combination or conduct a tender offer will be
made by us, solely in our discretion, and will be based on a variety of factors such as the timing of the transaction and whether the
terms of the transaction would require us to seek stockholder approval under the law or stock exchange listing requirement. Under Nasdaq
rules, asset acquisitions and stock purchases would not typically require stockholder approval while direct mergers with our company where
we do not survive and any transactions where we issue more than 20% of our issued and outstanding common stock or seek to amend our amended
and restated certificate of incorporation would require stockholder approval. If we structure an initial business combination with a target
company in a manner that requires stockholder approval, we will not have discretion as to whether to seek a stockholder vote to approve
the proposed initial business combination. We may conduct redemptions without a stockholder vote pursuant to the tender offer rules of
the SEC unless stockholder approval is required by law or stock exchange listing requirements or we choose to seek stockholder approval
for business or other legal reasons. So long as we obtain and maintain a listing for our securities on Nasdaq, we will be required to
comply with such rules.

 Our anchor investors purchased approximately 84.9% of the units offered
for sale in our initial public offering. The anchor investors will potentially have different interests than our other public stockholders
in approving our initial business combination and otherwise exercising their rights as public stockholders because of their ownership
of our Class B common stock as further discussed in this Report. In particular, the anchor investors would have an incentive to approve
an initial business combination before the deadline for us to complete an initial business combination because otherwise their Class B
common stock will expire worthless. Since our sponsor and byNordic Holdings either transferred or forfeited shares of our Class B common
stock held by themselves without the issuance of additional shares of Class B common stock by us, there was no additional dilutive impact
on the other investors in our initial public offering from the sale of the Class B common stock to the anchor investors. However, because
our anchor investors are not obligated to continue owning any public shares following the closing of our initial public offering and are
not obligated to vote any public shares in favor of our initial business combination, we cannot assure you that any of these anchor investors
will be stockholders at the time our stockholders vote on our initial business combination, and, if they are stockholders, we cannot assure
you as to how such anchor investors will vote on any business combination.

 If a stockholder vote is not required and we do not decide to hold
a stockholder vote for business or other legal reasons, we will, pursuant to our amended and restated certificate of incorporation:

 conduct the redemptions pursuant
to Rule 13e-4 and Regulation 14E of the Exchange Act, which regulate issuer tender offers, and

 file tender offer documents
with the SEC prior to completing our initial business combination which contain substantially the same financial and other information
about the initial business combination and the redemption rights as is required under Regulation 14A of the Exchange Act, which regulates
the solicitation of proxies.

 Upon the public announcement of our initial business combination, we
or our sponsor will terminate any plan established in accordance with Rule 10b5-1 to purchase shares of our Class A common stock in the
open market if we elect to redeem our public shares through a tender offer, to comply with Rule 14e-5 under the Exchange Act.

 In the event we conduct redemptions pursuant to the tender offer rules,
our offer to redeem will remain open for at least 20 business days, in accordance with Rule 14e-1(a) under the Exchange Act, and we will
not be permitted to complete our initial business combination until the expiration of the tender offer period. In addition, the tender
offer will be conditioned on public stockholders not tendering more than a specified number of public shares which are not purchased by
our sponsor, which number will be based on any net tangible asset or cash requirement which may be contained in the agreement relating
to our initial business combination. If public stockholders tender more shares than we have offered to purchase, we will withdraw the
tender offer and not complete the initial business combination.

 If, however, stockholder approval of the transaction is required by
law or stock exchange listing requirement, or we decide to obtain stockholder approval for business or other legal reasons, we will, pursuant
to our amended and restated certificate of incorporation:

 conduct the redemptions in
conjunction with a proxy solicitation pursuant to Regulation 14A of the Exchange Act, which regulates the solicitation of proxies, and
not pursuant to the tender offer rules, and

 file proxy materials with the
SEC.

 In the event that we seek stockholder approval of our initial business
combination, we will distribute proxy materials and, in connection therewith, provide our public stockholders with the redemption rights
described above upon completion of the initial business combination.

 If we seek stockholder approval, we will complete our initial business
combination only if in addition to any other vote required by applicable law or stock exchange listing requirements, a majority of the
issued and outstanding shares of common stock voted are voted in favor of the initial business combination. A quorum for such meeting
will consist of the holders present in person or by proxy of shares of issued and outstanding capital stock of the company representing
a majority of the voting power of all issued and outstanding shares of capital stock of the company entitled to vote at such meeting.
Our initial stockholders will count toward this quorum and pursuant to the letter agreement, our sponsor, byNordic Holdings, byNordic
Holdings II and our executive officers and directors have agreed to vote the founder shares held by them and any public shares purchased
by them during or after our initial public offering (including in open market and privately negotiated transactions) in favor of our initial
business combination. For purposes of seeking approval of the majority of our issued and outstanding shares of common stock voted, non-votes
will have no effect on the approval of our initial business combination once a quorum is obtained. Subject to the requirements of applicable
law or stock exchange listing requirements which may require a higher vote threshold, in addition to our initial stockholders' founder
shares and private shares and the anchor investors' founder shares, we would not need any of the 1,007,796 public shares sold in
our initial public offering and still outstanding to be voted in favor of an initial business combination (assuming all issued and outstanding
shares are voted and assuming our sponsor, officers and directors do not purchase any public shares) in order to have our initial business
combination approved. We intend to give approximately 30 days (but not less than 10 days nor more than 60 days) prior written notice of
any such meeting, if required, at which a vote shall be taken to approve our initial business combination. These quorum and voting thresholds,
and the voting agreements of our initial stockholders, may make it more likely that we will consummate our initial business combination.
Each public stockholder may elect to redeem its public shares irrespective of whether they vote for or against the proposed transaction.
For example, the proposed initial business combination may require: (i) cash consideration to be paid to the target or its owners, (ii)
cash to be transferred to the target for working capital or other general corporate purposes or (iii) the retention of cash to satisfy
other conditions in accordance with the terms of the proposed initial business combination. In the event the aggregate cash consideration
we would be required to pay for all shares of Class A common stock that are validly submitted for redemption plus any amount required
to satisfy cash conditions pursuant to the terms of the proposed initial business combination exceed the aggregate amount of cash available
to us, we will not complete the initial business combination or redeem any shares, and all shares of Class A common stock submitted for
redemption will be returned to the holders thereof.

 Limitation on Redemption upon Completion of our Initial Business
Combination if we Seek Stockholder Approval

 Notwithstanding the foregoing, if we seek stockholder approval of our
initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender
offer rules, our 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 Exchange Act), will be restricted from seeking redemption rights with respect to more than an aggregate of 15% of the shares
sold in our initial public offering, which we refer to as the "Excess Shares." Such restriction shall also be applicable to
our affiliates with respect to public shares they acquire in or after our initial public offering. We believe this restriction will discourage
stockholders from accumulating large blocks of shares, and subsequent attempts by such holders to use their ability to exercise their
redemption rights against a proposed initial business combination as a means to force us or our management to purchase their shares at
a significant premium to the then-current market price or on other undesirable terms. Absent this provision, a public stockholder holding
more than an aggregate of 15% of the shares sold in our initial public offering could threaten to exercise its redemption rights if such
holder's shares are not purchased by us or our management at a premium to the then-current market price or on other undesirable
terms. By limiting our stockholders' ability to redeem no more than 15% of the shares sold in our initial public offering without
our prior consent, we believe we will limit the ability of a small group of stockholders to unreasonably attempt to block our ability
to complete our initial business combination, particularly in connection with an initial business combination with a target that requires
as a closing condition that we have a minimum net worth or a certain amount of cash. However, we would not be restricting our stockholders'
ability to vote all of their shares (including Excess Shares) for or against our initial business combination.

 Tendering Stock Certificates in Connection with Redemption Rights

 We may require our public stockholders seeking to exercise their redemption
rights, whether they are record holders or hold their shares in "street name," to either tender their certificates to our
transfer agent prior to the meeting held to approve a proposed initial business combination by a date set forth in the proxy materials
mailed to such holders or to deliver their shares to the transfer agent electronically using the DWAC System, at the holder's option.
The proxy materials that we will furnish to holders of our public shares in connection with our initial business combination will indicate
whether we are requiring public stockholders to satisfy such delivery requirements. Accordingly, a public stockholder would have from
the time we send out our proxy materials until the date set forth in such proxy materials to tender its shares if it wishes to seek to
exercise its redemption rights. Given the relatively short exercise period, it is advisable for stockholders to use electronic delivery
of their public shares.

 There is a nominal cost associated with the above-referenced tendering
process and the act of certificating the shares or delivering them through the DWAC System. The transfer agent will typically charge the
tendering broker $80.00 and it would be up to the broker whether or not to pass this cost on to the redeeming holder. However, this fee
would be incurred regardless of whether or not we require holders seeking to exercise redemption rights to tender their shares. The need
to deliver shares is a requirement of exercising redemption rights regardless of the timing of when such delivery must be effectuated.

 The foregoing may be different from the procedures used by other blank
check companies. In order to perfect redemption rights in connection with their business combinations, many blank check companies would
distribute proxy materials for the stockholders' vote on an initial business combination, and a holder could simply vote against
a proposed initial business combination and check a box on the proxy card indicating such holder was seeking to exercise his or her redemption
rights. After the initial business combination was approved, the company would contact such stockholder to arrange for him or her to deliver
his or her certificate to verify ownership. As a result, the stockholder then had an "option window" after the completion
of the initial business combination during which he or she could monitor the price of the company's stock in the market. If the
price rose above the redemption price, he or she could sell his or her shares in the open market before actually delivering his or her
shares to the company for cancellation. As a result, the redemption rights, to which stockholders were aware they needed to commit before
the stockholder meeting, would become "option" rights surviving past the completion of the initial business combination until
the redeeming holder delivered its certificate.

 Any request to redeem such shares, once made, may be withdrawn at any
time up to the date set forth in the proxy materials. Furthermore, if a holder of a public share delivered its certificate in connection
with an election of redemption rights and subsequently decides prior to the applicable date not to elect to exercise such rights, such
holder may simply request that the transfer agent return the certificate (physically or electronically). It is anticipated that the funds
to be distributed to holders of our public shares electing to redeem their shares will be distributed promptly after the completion of
our initial business combination.

 If our initial business combination is not approved or completed for
any reason, then our public stockholders who elected to exercise their redemption rights would not be entitled to redeem their shares
for the applicable pro rata share of the trust account. In such case, we will promptly return any certificates delivered by public holders
who elected to redeem their shares.

 Redemption of Public Shares and Liquidation if no Initial Business
Combination

 Following amendments approved by stockholders in August 2024, our amended
and restated certificate of incorporation provides that the time to complete our initial business combination can be extended until August
12, 2025 pursuant to up to twelve (12) monthly extensions approved by our Board of Directors provided that we deposit $40,312 with respect
to each such extension into the trust account in respect of such extension period on or prior to the date of the deadline (in connection
with which our stockholders will have no right to redeem their public shares). The period to complete our initial business combination
may be further extended as a result of a stockholder vote to amend our amended and restated certificate of incorporation (in connection
with which our stockholders will have a right to redeem their public shares as described herein). The deadline to complete a business
combination has been extended to April 12, 2025. If we are unable to complete our initial business combination by April 12, 2025 or during
any further extension period, we 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 us to pay our taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then issued and 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 our remaining stockholders and our board of directors, dissolve and liquidate, subject in each case to our
obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption
rights or liquidating distributions with respect to our warrants, which will expire worthless if we fail to complete our initial business
combination by April 12, 2025 or during any further extension of the business combination period.

 Our sponsor, byNordic Holdings, byNordic Holdings II and our executive
officers and directors have entered into a letter agreement with us, pursuant to which they have waived their rights to liquidating distributions
from the trust account with respect to the founder shares and the private shares held by them if we fail to complete our initial business
combination by the current deadline of April 12, 2025 or during any further extension of the business combination period. However, they
will be entitled to liquidating distributions from the trust account with respect to any public shares they acquired in or after our initial
public offering if we fail to complete our initial business combination within the prescribed time frame.

 Our sponsor, byNordic Holdings, byNordic Holdings II and our executive
officers and directors have agreed, pursuant to a letter agreement with us, that they will not propose any amendment to our amended and
restated certificate of incorporation (i) to modify the substance or timing of our obligation to allow redemption in connection with our
initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination by the current
deadline of April 12, 2025 or during any further extension of the business combination period or (ii) with respect to any other provision
relating to stockholders' rights or pre-initial business combination activity, unless we provide our public stockholders with the
opportunity to redeem their public shares of Class A common stock upon approval of any such amendment 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 us to pay our taxes divided by the number of then issued and outstanding public shares.

 If we do not consummate our initial business combination by the deadline
set forth in our amended and restated certificate of incorporation, we expect that all costs and expenses associated with implementing
our plan of dissolution, as well as payments to any creditors, will be funded from amounts remaining out of the $272,588 of cash held
outside the trust account, although we cannot assure you that there will be sufficient funds for such purpose. We will depend on sufficient
interest being earned on the proceeds held in the trust account to pay any tax obligations we may owe. However, if those funds are not
sufficient to cover the costs and expenses associated with implementing our plan of dissolution, to the extent that there is any interest
accrued in the trust account not required to pay taxes, we may request the trustee to release to us an additional amount of up to $100,000
of such accrued interest to pay those costs and expenses.

 If we were to expend all of the cash held by the Company other than
the amounts on deposit in the trust account, the per-share redemption amount received by stockholders upon our dissolution would have
been approximately $11.82 per share, less (i) taxes payable, if any, as of December 31, 2024, and (ii) up to $100,000 that may be withdrawn
from the trust account to pay dissolution expenses. The proceeds deposited in the trust account could, however, become subject to the
claims of our creditors which would have higher priority than the claims of our public stockholders. We cannot assure you that the actual
per-share redemption amount received by stockholders will not be substantially less than $11.82. Under Section 281(b) of the DGCL, our
plan of dissolution must provide for all claims against us to be paid in full or make provision for payments to be made in full, as applicable,
if there are sufficient assets. These claims must be paid or provided for before we make any distribution of our remaining assets to our
stockholders. While we intend to pay such amounts, if any, we cannot assure you that we will have funds sufficient to pay or provide for
all creditors' claims.

 Although we will seek to have all vendors, service providers, prospective
target businesses or other entities with which we do business execute agreements with us waiving any right, title, interest or claim of
any kind in or to any monies held in the trust account for the benefit of our public stockholders, there is no guarantee that they will
execute such agreements or even if they execute such agreements that they would be prevented from bringing claims against the trust account
including but not limited to fraudulent inducement, breach of fiduciary responsibility or other similar claims, as well as claims challenging
the enforceability of the waiver, in each case in order to gain an advantage with respect to a claim against our assets, including the
funds held in the trust account. If any third party refuses to execute an agreement waiving such claims to the monies held in the trust
account, our management will perform an analysis of the alternatives available to it and will only enter into an agreement with a third
party that has not executed a waiver if management believes that such third party's engagement would be significantly more beneficial
to us than any alternative. Examples of possible instances where we may engage a third party that refuses to execute a waiver include
the engagement of a third-party consultant whose particular expertise or skills are believed by management to be significantly superior
to those of other consultants that would agree to execute a waiver or in cases where management is unable to find a service provider willing
to execute a waiver. Marcum, our independent registered public accounting firm, and the underwriters of our initial public offering will
not execute agreements with us waiving such claims to the monies held in the trust account.

 In addition, there is no guarantee that such entities will agree to
waive any claims they may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with us and
will not seek recourse against the trust account for any reason. Our sponsor has agreed that it will be liable to us if and to the extent
any claims by a third party for services rendered or products sold to us, or a prospective target business with which we have entered
into a written letter of intent, confidentiality or similar agreement or business combination agreement, reduce the amount of funds in
the trust account to below the lesser of (i) $10.30 per public share, or (ii) the actual amount per public share held in the trust account
as of the date of the liquidation of the trust account, in each case 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 our indemnity of the underwriters of our initial
public offering against certain liabilities, including liabilities under the Securities Act. However, we have not asked our sponsor to
reserve for such indemnification obligations, nor have we independently verified whether our sponsor has sufficient funds to satisfy its
indemnity obligations and believe that our sponsor's only assets are securities of our company. Therefore, we cannot assure you
that our sponsor would be able to satisfy those obligations. None of our officers or directors will indemnify us for claims by third parties
including, without limitation, claims by vendors and prospective target businesses.

 In the event that the proceeds in the trust account are reduced below
(i) $10.30 per public share or (ii) such lesser amount per public share held in the trust account as of the date of the liquidation of
the trust account, due to reductions in value of the trust assets, in each case net of the amount of interest which may be withdrawn to
pay taxes, and our sponsor asserts that it is unable to satisfy its indemnification obligations or that it has no indemnification obligations
related to a particular claim, our independent directors would determine whether to take legal action against our sponsor to enforce its
indemnification obligations. While we currently expect that our independent directors would take legal action on our behalf against our
sponsor to enforce its indemnification obligations to us, it is possible that our independent directors in exercising their business judgment
may choose not to do so if, for example, the cost of such legal action is deemed by the independent directors to be too high relative
to the amount recoverable or if the independent directors determine that a favorable outcome is not likely. We have not asked our sponsor
to reserve for such indemnification obligations and we cannot assure you that our sponsor would be able to satisfy those obligations.
Accordingly, we cannot assure you that due to claims of creditors the actual value of the per-share redemption price will not be less
than $10.30 per public share.

 As of December 31, 2024, we had cash of $272,588 held outside the trust
account. We have used or will use these funds for (i) legal, accounting, due diligence, travel and other expenses related to identifying,
evaluating, negotiating and completing an initial business combination, (ii) legal and accounting fees related to regulatory reporting
requirements, (iv) administrative support services, and (v) working capital used for miscellaneous expenses and reserves.

 Any potential claims (including costs and expenses incurred in connection
with our liquidation, currently estimated to be no more than approximately $100,000, which amount will be available from interest earned
on the funds held in the trust account) may only be paid from funds held outside of the trust account.

 Under the DGCL, our stockholders may be held liable for claims by third
parties with priority claims over our stockholders in the event that we do not complete our initial business combination by April 12,
2025 (as such deadline may be further extended as described herein) to the extent of distributions received by our stockholders in a dissolution
resulting from our failure to complete our initial business combination by such deadline. The pro rata portion of our trust account distributed
to our public stockholders upon the redemption of our public shares in the event we do not complete our initial business combination by
April 12, 2025 or during any further extension of the business combination period may be considered a liquidating distribution under Delaware
law. In the event that we liquidate and it is subsequently determined that the reserve for claims and liabilities is insufficient, stockholders
who received funds from our trust account could be liable for claims made by creditors. If the corporation complies with certain procedures
set forth in Section 280 of the DGCL intended to ensure that it makes reasonable provision for all claims against it, including a 60-day
notice period during which any third-party claims can be brought against the corporation, a 90-day period during which the corporation
may reject any claims brought, and an additional 150-day waiting period before any liquidating distributions are made to stockholders,
any liability of stockholders with respect to a liquidating distribution is limited to the lesser of such stockholder's pro rata
share of the claim or the amount distributed to the stockholder, and any liability of the stockholder would be barred after the third
anniversary of the dissolution.

 Furthermore, if the pro rata portion of our trust account distributed
to our public stockholders upon the redemption of our public shares in the event we do not complete our initial business combination by
April 12, 2025 or during any further extension of the business combination period is not considered a liquidating distribution under Delaware
law and such redemption distribution is deemed to be unlawful (potentially due to the imposition of legal proceedings that a party may
bring or due to other circumstances that are currently unknown), then pursuant to Section 174 of the DGCL, the statute of limitations
for claims of creditors could then be six years after the unlawful redemption distribution, instead of three years, as in the case of
a liquidating distribution. If we are unable to complete our initial business combination by April 12, 2025 or during any further extension
of the business combination period, we 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 us to pay our taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then issued and
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 our remaining stockholders and our board of directors, dissolve and liquidate, subject in
each case to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. Accordingly,
it is our intention to redeem our public shares as soon as reasonably possible following April 12, 2025 or during any further extension
of the business combination period and, therefore, we do not intend to comply with those procedures. As such, our stockholders could potentially
be liable for any claims to the extent of distributions received by them (but no more) and any liability of our stockholders may extend
well beyond the third anniversary of such date.

 Because we will not be complying with Section 280, Section 281(b) of
the DGCL requires us to adopt a plan, based on facts known to us at such time, that will provide for our payment of all existing and pending
claims or claims that may be potentially brought against us within the subsequent 10 years. However, because we are a blank check company,
rather than an operating company, and our operations will be limited to searching for prospective target businesses to acquire, the only
likely claims to arise would be from our vendors (such as lawyers, investment bankers, etc.) or prospective target businesses. As described
above, pursuant to the obligation contained in our underwriting agreement, we will seek to have all vendors, service providers, prospective
target businesses or other entities with which we do business execute agreements with us waiving any right, title, interest or claim of
any kind in or to any monies held in the trust account. As a result of this obligation, the claims that could be made against us are significantly
limited and the likelihood that any claim that would result in any liability extending to the trust account is remote. Further, our sponsor
may be liable only to the extent necessary to ensure that the amounts in the trust account are not reduced below (i) $10.30 per public
share or (ii) such lesser amount per public share held in the trust account as of the date of the liquidation of the trust account, due
to reductions in value of the trust assets, in each case net of the amount of interest withdrawn to pay taxes and will not be liable as
to any claims under our indemnity of the underwriters of our initial public offering against certain liabilities, including liabilities
under the Securities Act. In the event that an executed waiver is deemed to be unenforceable against a third party, our sponsor will not
be responsible to the extent of any liability for such third-party claims.

 If we file a bankruptcy petition or an involuntary bankruptcy petition
is filed against us that is not dismissed, the proceeds held in the trust account could be subject to applicable bankruptcy law, and may
be included in our bankruptcy estate and subject to the claims of third parties with priority over the claims of our stockholders. To
the extent any bankruptcy claims deplete the trust account, we cannot assure you we will be able to return $10.30 per share to our public
stockholders. Additionally, if we file a bankruptcy petition or an involuntary bankruptcy petition is filed against us that is not dismissed,
any distributions received by stockholders could be viewed under applicable debtor/creditor and/or bankruptcy laws as either a "preferential
transfer" or a "fraudulent conveyance." As a result, a bankruptcy court could seek to recover some or all amounts received
by our stockholders. Furthermore, our board of directors may be viewed as having breached its fiduciary duty to our creditors and/or may
have acted in bad faith, thereby exposing itself and our company to claims of punitive damages, by paying public stockholders from the
trust account prior to addressing the claims of creditors. We cannot assure you that claims will not be brought against us for these reasons.

 Our public stockholders will be entitled to receive funds from the
trust account only upon the earlier to occur of: (i) the completion of our initial business combination, (ii) the redemption of any public
shares properly tendered in connection with a stockholder vote to amend any provisions of our amended and restated certificate of incorporation
(A) to modify the substance or timing of our obligation to allow redemption in connection with our initial business combination or to
redeem 100% of our public shares if we do not complete our initial business combination by April 12, 2025 or during any further extension
of the business combination period or (B) with respect to any other provision relating to stockholders' rights or pre-initial business
combination activity, and (iii) the redemption of all of our public shares if we are unable to complete our business combination by April
12, 2025 or during any further extension of the business combination period, subject to applicable law. Stockholders who do not exercise
their redemption rights in connection with an amendment to our amended and restated certificate of incorporation would still be able to
exercise their redemption rights in connection with a subsequent business combination. In no other circumstances will a stockholder have
any right or interest of any kind to or in the trust account. In the event we seek stockholder approval in connection with our initial
business combination, a stockholder's voting in connection with the initial business combination alone will not result in a stockholder's
redeeming its shares to us for an applicable pro rata share of the trust account. Such stockholder must have also exercised its redemption
rights as described above. These provisions of our amended and restated certificate of incorporation, like all provisions of our amended
and restated certificate of incorporation, may be amended with a stockholder vote.

 Competition

 In identifying, evaluating and selecting a target business for our
initial business combination, we may encounter competition from other entities having a business objective similar to ours, including
other blank check companies, private equity groups and leveraged buyout funds, and operating businesses seeking strategic business combinations.
Many of these entities are well established and have extensive experience identifying and effecting business combinations directly or
through affiliates. Moreover, many of these competitors possess greater financial, technical, human and other resources than we do. Our
ability to acquire larger target businesses will be limited by our available financial resources. This inherent limitation gives others
an advantage in pursuing the initial business combination of a target business. Furthermore, our obligation to pay cash in connection
with our public stockholders who exercise their redemption rights may reduce the resources available to us for our initial business combination
and our outstanding warrants, and the future dilution they potentially represent, may not be viewed favorably by certain target businesses.
Either of these factors may place us at a competitive disadvantage in successfully negotiating an initial business combination.

 Employees

 We currently have four
officers. These individuals are not obligated to devote any specific number of hours to our matters but they devote as much of their time
as they deem necessary to our affairs until we have completed our initial business combination. The amount of time they devote in any
time period varies based on whether a target business has been selected for our initial business combination and the stage of the initial
business combination process we are in. We do not intend to have any full-time employees prior to the completion of our initial business
combination.

 Periodic Reporting and Financial Information

 Our units, Class A common stock, and warrants are registered under
the Exchange Act, and as a result, we have reporting obligations, including the requirement that we file annual, quarterly and current
reports with the SEC. In accordance with the requirements of the Exchange Act, our annual reports, including this Report, contain financial
statements audited and reported on by our independent registered public accountants.

 We will provide stockholders with audited financial statements of the
prospective target business as part of the tender offer materials or proxy solicitation materials sent to stockholders to assist them
in assessing the target business. In all likelihood, these financial statements will need to be prepared in accordance with, or reconciled
to, GAAP, or IFRS, depending on the circumstances, and the historical financial statements may be required to be audited in accordance
with the standards of the PCAOB. These financial statement requirements may limit the pool of potential targets we may conduct an initial
business combination with because some targets may be unable to provide such statements in time for us to disclose such statements in
accordance with federal proxy rules and complete our initial business combination within the prescribed time frame. We cannot assure you
that any particular target business identified by us as a potential business combination candidate will have financial statements prepared
in accordance with GAAP or that the potential target business will be able to prepare its financial statements in accordance with the
requirements outlined above. To the extent that these requirements cannot be met, we may not be able to acquire the proposed target business.
While this may limit the pool of potential business combination candidates, we do not believe that this limitation will be material.

 We are required to evaluate our internal control procedures for the
fiscal year ending December 31, 2024 as required by the Sarbanes-Oxley Act. Only in the event we are deemed to be a large accelerated
filer or an accelerated filer, and no longer qualify as an emerging growth company, will we be required to have our internal control procedures
audited. A target company may not be in compliance with the provisions of the Sarbanes-Oxley Act regarding adequacy of their internal
controls. The development of the internal controls of any such entity to achieve compliance with the Sarbanes-Oxley Act may increase the
time and costs necessary to complete any such business combination. We have filed a Registration Statement on Form 8-A with the SEC to
voluntarily register our securities under Section 12 of the Exchange Act. As a result, we will be subject to the rules and regulations
promulgated under the Exchange Act. We have no current intention of filing a Form 15 to suspend our reporting or other obligations under
the Exchange Act prior or subsequent to the consummation of our initial business combination unless we are unable to complete our initial
business combination by April 12, 2025 or during any further extension of the business combination period.

 We will remain an emerging growth company until the earlier of (1)
the last day of the fiscal year (a) following the fifth anniversary of the completion of our initial public offering (February 11, 2022),
(b) in which we have total annual gross revenue of at least $1.07 billion, or (c) in which we are deemed to be a large accelerated filer,
which means the market value of our shares of Class A common stock that are held by non-affiliates exceeds $700 million as of the prior
June 30 th, and (2) the date on which we have issued more than $1.0 billion in non-convertible debt during the prior three-year
period.

 Item 1A. Risk Factors.

 As a smaller reporting company, we are not required to include risk
factors in this Report. However, below is a partial list of material risks, uncertainties and other factors that could have a material
effect on the Company and its operations:

 we are a blank check company
with no revenue or basis to evaluate our ability to select a suitable business target;

 we may not be able to select
an appropriate target business or businesses and complete our initial business combination in the prescribed time frame;

 our expectations around the
performance of a prospective target business or businesses may not be realized;

 we may not be successful in
retaining or recruiting required officers, key employees or directors following our initial business combination;

 our officers and directors
may have difficulties allocating their time between the Company and other businesses and may potentially have conflicts of interest with
our business or in approving our initial business combination;

 we may not be able to obtain
additional financing to (i) fund an extension of the deadline to complete our initial business combination, (ii) provide the funds required
to consummate an initial business combination that we identify, or (iii) reduce the number of stockholders requesting redemption;

 we may issue our shares to investors in connection with our
initial business combination at a price that is less than the prevailing market price of our shares at that time;

 we may not be able to list our securities on Nasdaq or any
national securities exchange following the completion of our initial business combination and failure to obtain such listing could adversely
affecting the liquidity and trading price for our securities;

 you may not be given the opportunity
to choose the initial business target or to vote on the initial business combination;

 trust account funds may not
be protected against third party claims or bankruptcy;

 an active market for our public
securities' may not develop and you will have limited liquidity and trading;

 the availability to us of funds
from interest income on the trust account balance may be insufficient to operate our business prior to the business combination;

 our financial performance following
a business combination with an entity may be negatively affected by their lack an established record of revenue, cash flows and experienced
management;

 there may be more competition
to find an attractive target for an initial business combination, which could increase the costs associated with completing our initial
business combination and may result in our inability to find a suitable target;

 the military action in Ukraine
may continue to adversely affect the business and prospects of potential targets for our business combination. This could reduce the
number of attractive targets for our business combination, increase the cost of our business combination and could result in our inability
to find a suitable target or to consummate a business combination;

 adverse market conditions resulting
from default or failure of one or more financial institutions could adversely affect the business, value or viability of companies in
the European FinTech sector, which we have included in our search for potential targets for a business combination;

 changes in the market for directors
and officers liability insurance could make it more difficult and more expensive for us to negotiate and complete an initial business
combination;

 we may attempt to simultaneously
complete business combinations with multiple prospective targets, which may hinder our ability to complete our initial business combination
and give rise to increased costs and risks that could negatively impact our operations and profitability;

 we may engage one or more of
our underwriters or one of their respective affiliates to provide additional services to us after the initial public offering, which
may include acting as a financial advisor in connection with an initial business combination or as placement agent in connection with
a related financing transaction. Our underwriters are entitled to receive deferred underwriting commissions that will be released from
the trust account only upon a completion of an initial business combination. These financial incentives may cause them to have potential
conflicts of interest in rendering any such additional services to us after the initial public offering, including, for example, in connection
with the sourcing and consummation of an initial business combination;

 we may attempt to complete
our initial business combination with a private company about which little information is available, which may result in a business combination
with a company that is not as profitable as we suspected, if at all;

 since our initial stockholders
will lose their entire investment in us if our initial business combination is not completed (other than with respect to any public shares
they may acquire during or after our initial public offering), and because our sponsor, officers and directors may profit substantially
even under circumstances in which our public stockholders would experience losses in connection with their investment, a conflict of
interest may arise in determining whether a particular business combination target is appropriate for our initial business combination;

 changes in laws or regulations
or how such laws or regulations are interpreted or applied, or a failure to comply with any laws or regulations, may adversely affect
our business, including our ability to negotiate and complete our initial business combination, and results of operations;

 the value of the founder shares
following completion of our initial business combination is likely to be substantially higher than the nominal price paid for them, even
if the trading price of our common stock at such time is substantially less than $10.00 per share; and

 resources could be wasted in
researching acquisitions that are not completed, which could materially adversely affect subsequent attempts to locate and acquire or
merge with another business. If we have not completed our initial business combination within the required time period, our public stockholders
may receive only approximately $11.82 per share, or less than such amount in certain circumstances, on the liquidation of our trust
account and our warrants will expire worthless.

 The target business with which we may ultimately consummate an initial
business combination, may be materially adversely affected by current global geopolitical conditions resulting from the ongoing Russia-Ukraine
conflict, the recent Israel-Hamas conflict and other hostilities in the Middle East region.

 United States and global markets are experiencing volatility and disruption
following the geopolitical instability resulting from the ongoing Russia-Ukraine conflict, the recent Israel-Hamas conflict and other
hostilities in the Middle East region. In response to the ongoing Russia-Ukraine conflict, the North Atlantic Treaty Organization ("NATO")
deployed additional military forces to eastern Europe, and the United States, the United Kingdom, the European Union and other countries
have announced various sanctions and restrictive actions against Russia, Belarus and related individuals and entities, including the removal
of certain financial institutions from the Society for Worldwide Interbank Financial Telecommunication (SWIFT) payment system. Certain
countries, including the United States, have also provided and may continue to provide military aid or other assistance to Ukraine and
to Israel, increasing geopolitical tensions among a number of nations. The invasion of Ukraine by Russia, the Israel-Hamas conflict, other
hostilities in the Middle East region and the resulting measures that have been taken, and could be taken in the future, by NATO, the
United States, the United Kingdom, the European Union, Israel and its neighboring states and other countries have created global security
concerns that could have a lasting impact on regional and global economies. Although the length and impact of the ongoing conflicts are
highly unpredictable, they could lead to market disruptions, including significant volatility in commodity prices, credit and capital
markets, as well as supply chain interruptions and increased cyber-attacks against U.S. companies. Additionally, any resulting sanctions
could adversely affect the global economy and financial markets and lead to instability and lack of liquidity in capital markets.

 Any of the abovementioned factors, or any other negative impact on
the global economy, capital markets or other geopolitical conditions resulting from the Russian invasion of Ukraine, the Israel-Hamas
conflict and other hostilities in the Middle East region and subsequent sanctions or related actions, could adversely affect our search
for an initial business combination and any target business with which we may ultimately consummate an initial business combination.

 The extent and duration of the ongoing conflicts,
resulting sanctions and any related market disruptions are impossible to predict, but could be substantial, particularly if current or
new sanctions continue for an extended period of time or if geopolitical tensions result in expanded military operations on a global scale.
Any such disruptions may also have the effect of heightening many of the other risks described in this section. If these disruptions or
other matters of global concern continue for an extensive period of time, our ability to consummate an initial business combination, or
the operations of a target business with which we may ultimately consummate an initial business combination, may be materially adversely
affected.

 Military or other conflicts in Ukraine, the Middle
East or elsewhere may lead to increased volume and price volatility for publicly traded securities, or affect the operations or financial
condition of potential target companies, which could make it more difficult for us to consummate an initial business combination.

 Military or other conflicts in Ukraine, the Middle East or elsewhere
may lead to increased volume and price volatility for publicly traded securities, or affect the operations or financial condition of potential
target companies, and to other company or industry-specific, national, regional or international economic disruptions and economic uncertainty,
any of which could make it more difficult for us to identify a business combination target and consummate an initial business combination
on acceptable commercial terms, or at all.

 We depend on a variety of U.S. and multi-national financial institutions
to provide us with banking services. The default or failure of one or more of the financial institutions that we rely on may adversely
affect our business and financial condition, including our ability to successfully consummate a business combination.

 We maintain the majority of our cash and cash equivalents in accounts
with major U.S. and multi-national financial institutions, and our deposits at certain of these institutions exceed insured limits. Market
conditions can impact the viability of these institutions. In the event of the failure of any of the financial institutions where we maintain
our cash and cash equivalents, there can be no assurance that we would be able to access uninsured funds in a timely manner or at all.
Any inability to access or delay in accessing these funds could adversely affect our liquidity, business and financial condition.

 In addition, although we may pursue an acquisition opportunity in any
business, industry, sector or geographical location, we have prioritized and will continue to prioritize companies in the European technology
sector, including FinTech companies. Any such FinTech acquisition target may also be adversely affected by market conditions that impact
the value or viability of such institutions, which may impede our ability to successfully consummate a business combination.

 We may be subject to the 1% excise tax included in the Inflation
Reduction Act of 2022, which may decrease the value of our securities following our initial business combination and hinder our ability
to consummate an initial business combination.

 On August 16, 2022, the Inflation Reduction Act of 2022 (the "IR
Act") was signed into law. The IR Act provides for, among other things, a new U.S. federal 1% excise tax on certain repurchases
(including redemptions and economically similar transactions) of stock by publicly traded U.S. corporations on or after January 1, 2023.
Because we are a Delaware corporation and our securities were trading on Nasdaq and are now trading in the over-the-counter market, we
are a "covered corporation" within the meaning of the IR Act. The excise tax is imposed on the repurchasing corporation itself,
not its stockholders from which shares are repurchased (although it may reduce the amount of cash distributable in a current or subsequent
redemption). The amount of the excise tax is generally 1% of the fair market value of the shares repurchased, determined at the time of
the repurchase. Corporations are permitted to net the fair market value of certain new stock issuances by such corporation against the
fair market value of stock repurchases (or deemed repurchases) during the same taxable year to reduce or eliminate the amount of excise
tax that would otherwise apply. In addition, certain exceptions apply to the excise tax.

 The U.S. Department of the Treasury (the "Treasury") has
authority to provide regulations and other guidance to carry out, and prevent the abuse or avoidance of, the excise tax.

 On December 27, 2022, the Treasury published
Notice 2023-2 as interim guidance until the publication of forthcoming proposed regulations on the excise tax. Nevertheless, it remains
uncertain whether, and/or to what extent, the excise tax could apply to redemptions of our stock, including any redemptions in connection
with a business combination, or in the event we do not consummate a business combination.

 Whether and to what extent we would be subject to the excise tax will
depend on a number of factors, including (i) whether the redemption is treated as a repurchase of stock for purposes of the excise tax,
(ii) the fair market value of the redemptions treated as repurchases in connection with a business combination, (iii) the structure of
a business combination and whether any such transaction closes, (iv) the nature and amount of any private investment in public equity
("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), (v) whether we consummate a business combination,
and (vi) the content of regulations and other guidance issued by the Treasury. Because the excise tax would be payable by us and not by
the redeeming holder, such payments could reduce the cash available to complete a business combination and inhibit our ability to complete
a business combination.

 During the second quarter of 2024, the Treasury
issued final regulations with respect to the timing and payment of the excise tax. Pursuant to those regulations, the Company was required
to file a return and remit payment on or before October 31, 2024 for excise tax liability incurred during the period from January 1, 2023
to December 31, 2023. In October 2024, the Company filed its excise tax return and paid $1,455,187 arising from the redemption of public
shares in August 2023. Along with the redemptions of the Company's public shares in August 2024, the Company recorded a 1% excise
tax liability of approximately $294,914 on the balance sheet as of the redemption date.

 We may not be able to complete an initial business combination
with a U.S. target company since such initial business combination may be subject to U.S. foreign investment regulations and review by
a U.S. government entity such as the Committee on Foreign Investment in the United States (CFIUS), or ultimately prohibited.

 The Sponsor would likely be considered by Committee on Foreign Investment
in the United States ("CFIUS") to be "controlled" (as defined in 31 CFR 800.208) by a foreign person, such that
the Sponsor's involvement in the business combination would likely be a "covered transaction" (as defined in 31 CFR800.213).
In addition, it is possible that non-U.S. persons could be involved in the business combination, which may increase the risk that the
business combination becomes subject to regulatory review, including review by the CFIUS, and that restrictions, limitations or conditions
will be imposed by CFIUS. If the business combination with a U.S. business is subject to CFIUS review, the scope of which was expanded
by the Foreign Investment Risk Review Modernization Act of 2018 ("FIRRMA"), to include certain non-passive, non-controlling
investments in sensitive U.S. businesses and certain acquisitions of real estate even with no underlying U.S. business. FIRRMA, and subsequent
implementing regulations that are now in force, also subjects certain categories of investments to mandatory filings. If the business
combination with a U.S. business falls within CFIUS's jurisdiction, the Company may determine that it is required to make a mandatory
filing or that it will submit a voluntary notice to CFIUS, or to proceed with the business combination without notifying CFIUS and risk
CFIUS intervention, before or after closing the business combination. CFIUS may decide to block or delay the business combination, impose
conditions to mitigate national security concerns with respect to the business combination or order the Company to divest all or a portion
of a U.S. business of the combined company without first obtaining CFIUS clearance, which may limit the attractiveness of or prevent the
Company from pursuing certain initial business combination opportunities that it believes would otherwise be beneficial to it and its
stockholders. As a result, the pool of potential targets with which the Company could complete the Business Combination may be limited
and the Company may be adversely affected in terms of competing with other special purpose acquisition companies which do not have similar
foreign ownership issues. A failure to notify CFIUS of a transaction where such notification was required or otherwise warranted based
on the national security considerations presented by an investment target may expose the sponsor and/or the combined company to legal
penalties, costs, and/or other adverse reputational and financial effects, thus potentially diminishing the value of the combined company.
In addition, CFIUS is actively pursuing transactions that were not notified to it and may ask questions regarding, or impose restrictions
or mitigation on, an initial business combination post-closing.

 Moreover, the process of government review, whether by the CFIUS or
otherwise, could be lengthy and the Company has limited time to complete the business combination. If the Company cannot complete the
business combination because the transaction is still under review or because the business combination is ultimately prohibited by CFIUS
or another U.S. government entity, the Company may be required to liquidate. If the Company liquidates, the Company's public stockholders
may only receive their pro rata portion of the funds in the trust account that are available for distribution to public stockholders.
This would cause public stockholders to lose the investment opportunity in a target company and the chance of realizing future gains on
their investment through any price appreciation in the combined company.

 If we are deemed to be an investment company under Section 3(a)(1)(A)
of the Investment Company Act of 1940 (the "Investment Company Act"), our activities would be severely restricted.

 The funds in the trust account have, since our IPO, been held only
in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds investing solely in U.S. government
treasury obligations and meeting certain conditions under Rule 2a-7 under the Investment Company Act. Even prior to the 24-month anniversary
of the effective date of the registration statement in connection with our IPO, we may be deemed to be an investment company. The longer
that the funds in the trust account are held in short-term U.S. government treasury obligations or in money market funds invested exclusively
in such securities, following and even prior to the 24-month anniversary, the greater the risk that we may be considered an unregistered
investment company under Section 3(a)(1)(A) of the Investment Company Act, in which case we may be required to liquidate the Company.
The risk of being deemed subject to the Investment Company Act may increase the longer the Company holds securities (i.e., the longer
past two years the securities are held), and also may increase to the extent the funds in the trust account are not held in cash. Accordingly,
we may determine, in our discretion, to transfer the investments held in the trust account at any time and instead hold all funds in the
trust account in interest-bearing accounts, which would further reduce the dollar amount our public stockholders would receive upon any
redemption or liquidation of the Company.

 If we are deemed to be an investment company under the Investment Company
Act, our activities would be severely restricted. In addition, we would be subject to burdensome compliance requirements. We do not believe
that our principal activities will subject us to regulation as an investment company under the Investment Company Act. However, if we
are deemed to be an investment company and subject to compliance with and regulation under the Investment Company Act, we would be subject
to additional regulatory burdens and expenses for which we have not allotted funds. As a result, unless we are able to modify our activities
so that we would not be deemed an investment company, we may abandon our efforts to complete a business combination and instead liquidate
the Company. If we are required to liquidate, our stockholders will miss the opportunity to benefit from an investment in a target company
and the appreciation in value of such investment through a business combination. Additionally, if we are required to liquidate, there
will be no redemption rights or liquidating distributions with respect to our warrants, which will expire worthless in the event of our
winding up.

 For the complete list of risks relating to our operations, see the
section titled "Risk Factors" contained in our Registration Statement.

 Item 1B. Unresolved Staff Comments.

 Not applicable.

 Item 1C. Cybersecurity

 We are a special purpose acquisition company with no business operations.
Since our IPO, our sole business activity has been identifying and evaluating suitable acquisition transaction candidates. Therefore,
we do not consider that we face significant cybersecurity risk.

 We have not adopted any cybersecurity risk management program or formal
processes for assessing cybersecurity risk. Our management is generally responsible for assessing and managing any cybersecurity threats. If and when any reportable cybersecurity incident arises, our management shall promptly report such matters to our board of directors
for further actions, including regarding the appropriate disclosure, mitigation, or other response or actions that the board deems appropriate
to take.

 As of the date of this report, we have not encountered any cybersecurity
incidents since our IPO.

 Item 2. Properties.

 We do not own or lease any offices or physical properties but our sponsor
has permitted us to use its mailing address at c/o Pir 29, Einar Hansens Esplanad 29, 211 13 Malmo, Sweden at no charge,
which is adequate for our current operations. Our telephone number is +46 707 29 41.

 Item 3. Legal Proceedings.

 To the knowledge of our management team, there is no litigation currently
pending or contemplated against us, any of our officers or directors in their capacity as such or against any of our property.

 Item 4. Mine Safety Disclosures.

 Not applicable.

 Item 5. Market for Registrant's Common Equity, Related Stockholder
Matters, and Issuer Purchases of Equity Securities.

 (a) Market Information

 Our units, public shares and public warrants were each traded on the
Nasdaq under the symbols BYNOU, BYNO and BYNOW, respectively until our securities were delisted from Nasdaq due to the expiration of three
years from completion of our IPO. Our units, public shares and public warrants commenced trading in the over-the-counter ("OTC")
market on February 18, 2025 under the symbols BYNOU, BYNO and BYNOW. Our units commenced public trading on February 9, 2022, and our public
shares and public warrants commenced separate public trading on April 1, 2022.

 (b) Holders

 On December 31, 2024, there was one (1) holder of record of our units,
six (6) holders of record of our Class A common stock, twenty-eight (28) holders of record of our Class B common stock and one (1) holder
of record of our warrants.

 (c) Dividends

 We have not paid any cash dividends on our common stock to date and
do not intend to pay cash dividends prior to the completion of our initial business combination. The payment of cash dividends in the
future will be dependent upon our revenues and earnings, if any, capital requirements and general financial condition subsequent to completion
of our initial business combination. The payment of any cash dividends subsequent to our initial business combination will be within the
discretion of our board of directors at such time. In addition, our board of directors is not currently contemplating and does not anticipate
declaring any stock dividends in the foreseeable future. Further, if we incur any indebtedness in connection with our initial business
combination, our ability to declare dividends may be limited by restrictive covenants we may agree to in connection therewith.

 (d) Securities Authorized for Issuance Under Equity Compensation Plans

 None.

 (e) Recent Sales of Unregistered Securities

 None.

 (f) Use of Proceeds from the Initial Public Offering

 On February 11, 2022, we consummated our initial public offering of
15,000,000 units. Each unit consists of one share of Class A common stock, and one-half of one redeemable warrant of the Company, with
each warrant entitling the holder thereof to purchase one share of Class A common stock for $11.50 per whole share. The units were sold
at a price of $10.00 per unit, generating gross proceeds to us of $150,000,000. Simultaneously with the closing of the initial public
offering, we completed the private sale of an aggregate of 850,000 shares of Class A common stock to our sponsor, byNordic Holdings and
byNordic Holdings II at a purchase price of $10.00 per private share, generating gross proceeds of $8,500,000.

 We granted the underwriters in the initial public offering a 45-day
option to purchase up to 2,250,000 additional units to cover over-allotments, if any, in connection with the initial public offering.
On February 18, 2022, the underwriters exercised the over-allotment option in full by purchasing an additional 2,250,000 units, generating
an additional $22,500,000 of gross proceeds to us from the initial public offering. On February 18, 2022, in connection with the exercise
by the underwriters of the over-allotment option in full, we completed the private sale of an additional 90,000 shares of Class A common
stock to our sponsor, byNordic Holdings and byNordic Holdings II at a purchase price of $10.00 per private share, generating an additional
$900,000 of gross proceeds.

 Of the gross proceeds received from the consummation of the initial
public offering and the simultaneous private placement of Class A common stock on the initial closing date that occurred on February 11,
2022 and the gross proceeds received from the consummation of the fully exercised over-allotment option and the simultaneous private sale
of private shares on February 18, 2022, $175,950,000 was placed in the trust account maintained by Continental, acting as trustee, at
J.P. Morgan Chase Bank, N.A.. The proceeds held in the trust account may be invested by the trustee only in U.S. government securities
with a maturity of 185 days or less or in money market funds investing solely in U.S. government treasury obligations and meeting certain
conditions under Rule 2a-7 under the Investment Company Act.

 (g) Purchases of Equity Securities by the Issuer and Affiliated Purchasers

 None.

 Item 6. Reserved.

 Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations.

 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.

 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.

 Recent Developments

 Stockholder Meetings

 At a special meeting on August 10, 2023, the stockholders
of the Company approved amendments to the Company's amended and restated certificate of incorporation (i) to eliminate the requirement
that the Company retain at least $5,000,001 of net tangible assets following the redemption of public shares in connection with a business
combination, and (ii) to extend the business combination period from August 11, 2023 to February 12, 2024, or such earlier date as determined
by the Company's board of directors, in its sole discretion, and to allow the Company by resolution of the board without another
stockholder vote, to elect to extend the business combination Period by one additional month, for a total of six additional months, until
August 12, 2024, unless the closing of a business combination shall have occurred prior thereto. In connection with the amendments to
the amended and restated certificate of incorporation, the Company notified stockholders that the Company's sponsor funded a deposit
of $625,000 into the Trust Account and that the Company would only exercise any monthly extension after February 12, 2024 if the sponsor
or one of its affiliates or designees deposits into the trust account the lesser of $105,000 or $0.04 per outstanding public share with
respect to each such extension.

 In connection with the August 2023 amendments
to the Company's amended and restated certificate of incorporation, 13,663,728 of the public shares were redeemed at a redemption
price of approximately $10.65 per share, or $145,585,000 in the aggregate, and approximately $38,211,000 remained in the trust account
following such redemptions.

 Along with the redemptions of the Company's
public shares, the Company recorded a 1% excise tax liability of $1,455,846 on the balance sheet as of the redemption date. The liability
does not impact the statements of operations and offsets against additional paid-in capital or accumulated deficit if additional paid-in
capital is not available.

 At an annual meeting on August 7, 2024, the stockholders of the Company
approved amendments (the "August 2024 Amendments") to the Company's amended and restated certificate of incorporation
to extend the business combination period by one month each time from August 12, 2024 to August 12, 2025, or such earlier date as determined
by the board in its sole discretion, unless the closing of a business combination shall have occurred prior thereto. The Company is required
to deposit $40,312 to the trust account with respect to each such monthly extension. In connection with the August 2024 Amendments, 2,578,476
of the public shares were tendered for redemption for a total redemption price of $29,491,422 or approximately $11.44 per share.

 Along with the redemptions of the Company's
public shares, the Company recorded a 1% excise tax liability of approximately $294,914 on the balance sheet as of the redemption date.
The liability does not impact the statements of operations and offsets against additional paid-in capital or accumulated deficit if additional
paid-in capital is not available.

 Further in connection with the annual meeting,
the stockholders of the Company approved amendments to the Company's amended and restated certificate of incorporation to provide
for the right of a stockholder of the Company's Class B common stock, par value $0.0001 per share, to convert into shares of the
Company's Class A common stock, par value $0.0001 per share on a one-for-one basis at any time, and from time to time, prior to
the closing of a business combination at the election of the holder.

 Promissory Notes

 On May 9, 2023, the Company issued a convertible
promissory note to the sponsor for $1,725,000 in connection with the sponsor's funding of the Initial Extension (the "Initial
Extension Loan"), and on May 12, 2023, the Company issued a convertible promissory note to the Sponsor for $775,000 in connection
with the Sponsor's funding of the Company's working capital needs (the "Initial Working Capital Loan").

 In August 2023, the Company issued to the Sponsor
a convertible promissory note in the amount of $625,000 (the "Additional Extension Loan") in connection with the Sponsor's
funding of an extension deposit to the Trust Account. And in August 2023 the Company issued a convertible promissory note in the principal
amount of $710,000 (the "Additional Working Capital Loan") to the Sponsor to provide the Company with additional working capital,
of which $110,000 was funded on August 10, 2023 and $600,000 is available for future borrowings.

 In December 2023, the Company issued a promissory note in the principal
amount of $1,700,000 (the "December 2023 Note") to DDM Debt AB (the "DDM"), an affiliate of the Sponsor. The proceeds
of the borrowing under the December 2023 Note were used to provide the Company with general working capital. The December 2023 Note is
not convertible into securities of the Company.

 The Company obtained additional loans from DDM in the amount of $300,000
and $200,000, respectively, pursuant to promissory notes issued in April 2024 (the "April 2024 Note") and June 2024 (the "June
2024 Note"). (See Note 5). The April 2024 Note and the June 2024 Note are not convertible into securities of the Company.

 In August and September 2024, the Company issued promissory notes in
the principal amount of $200,000 (the "August 2024 Note") and $300,000 (the "September 2024 Note"), respectively,
to DDM. The proceeds of the borrowings under the August 2024 Note and September 2024 Note will be used to provide the Company with general
working capital. The August 2024 Note and September 2024 Note are not convertible into securities of the Company.

 In December 2024 and January 2025, the Company issued promissory notes
in the principal amount of $300,000 (the "December 2024 Note") and $400,000 (the "January 2025 Note"), respectively,
to DDM. The proceeds of the borrowings under the December 2024 Note and January 2025 Note will be used to provide the Company with general
working capital. The December 2024 Note and the January 2025 Note are not convertible into securities of the Company.

 Together, the Initial Extension Loan, the Initial Working Capital Loan,
the Additional Extension Loan, the Additional Working Capital Loan are the Convertible Promissory Notes. And together the December 2023
Note, the April 2024 Note, the June 2024 Note, the August 2024 Note, the September 2024 Note, the December 2024 Note and the January 2025
Note are the Non-convertible Promissory Notes.

 Neither the Convertible Promissory Notes nor the Non-convertible Promissory
Notes bear interest and are due upon consummation of a Business Combination. If the Company completes a Business Combination, the Company
would expect to repay the Convertible Promissory Notes and the Non-convertible Promissory Notes from funds that are released to the Company
from the Trust Account. At the option of the holder of the Convertible Promissory Notes, the holder has the option to convert all or a
portion of the Convertible Promissory Notes into Private Shares at a price of $10.00 per Private Share, which Private Shares will be identical
to the Private Shares described herein (Note 5).

 Non-binding Letter of Intent

 On August 6, 2024, the Company announced via a
press release announcing that it had signed a non-binding letter of intent ("LOI") with Sivers Semiconductors AB ("Sivers",
STO: SIVE), a leading supplier of wireless and photonic integrated chips and modules for communications and sensor solutions. The LOI
outlined the intention to merge Sivers' wholly owned subsidiary, Sivers Photonics Ltd ("Sivers Photonics"), with the
Company, with plans to enter into a definitive agreement subject to certain conditions.

 On November 11, 2024, Sivers issued a press release
indicating that its board of directors had decided to pause discussions regarding the proposed business combination. Following this communication,
the Company has suspended active discussions regarding the potential transaction and is now exploring other candidates for a business
combination.

 Trust Account Funding

 Since May 8, 2023 when the Company announced that
its Board of Directors elected to extend the date by which the Company has to consummate a Business Combination until the filing of this
Form 10-K, the Company has deposited an aggregate of $3,302,496 to the Trust Account to extend the Combination Period to April 12, 2025.

 Additional Extensions and Founder Shares Conversion

 In connection with the August 7, 2024, annual
meeting of stockholders, the Sponsor, byNordic Holdings and byNordic Holdings II converted an aggregate of 2,000,000 of their
shares of Class B common stock into shares of Class A common stock on a one-for-one basis (the "Conversion"). Such converted
shares of Class A common stock are not entitled to receive funds from the Trust Account through redemptions or otherwise and will remain
subject to the existing transfer restrictions. After giving effect to the redemptions in August 2024 and the Conversion, the Company had 3,947,796 shares
of Class A common stock (including 2,000,000 converted shares of Class B common stock) and 3,750,000 shares of Class
B common stock outstanding.

 Notice of Delisting or Failure to Satisfy a
Continued Listing Rule or Standard

 As previously disclosed, on April 10, 2024, The
Nasdaq Stock Market LLC ("Nasdaq") notified byNordic Acquisition Corporation (the "Company") that it did not comply
with the minimum 400 total shareholders requirement for continued inclusion set forth in Nasdaq's Listing Rule 5450(a)(2) (the "Rule").
The Company submitted a plan of compliance on May 24, 2024 demonstrating how it would cure the deficiency in compliance.

 On September 5, 2024, Nasdaq notified the Company
that it had regained compliance with the minimum 400 total shareholders requirement under the Rule.

 On February 11, 2025
the Company received a letter from the Listing Qualifications Department of The Nasdaq Stock Market stating that the staff
of Nasdaq determined that: the Company's securities would be delisted from Nasdaq, and trading of the Company's Class A common
stock, warrants, and units will be suspended at the opening of business on February 18, 2025, and a Form 25-NSE will be filed with the
Securities and Exchange Commission, which will remove the Company's securities from listing and registration on Nasdaq pursuant
to Nasdaq Listing Rule IM-5101-2. Under Rule IM-5101-2, a special purpose acquisition company must complete one or more business combinations
within 36 months of the effectiveness of its initial public offering registration statement. Since the Company failed to complete its
initial business combination by February 8, 2025, the Company did not comply with Rule IM-5101-2, and its securities became subject to
delisting.

 The Company could have
appealed the Nasdaq staff's determination to a hearings panel, pursuant to the procedures set forth in the Nasdaq Listing Rule 5800
Series. However, the staff noted that pursuant to Nasdaq Listing Rule 5815(c)(1)(H), in the case of a Company whose business plan
is to complete one or more acquisitions, as described in Rule IM-5101-2, where the staff's delisting determination letter issued
is based on a failure to satisfy the requirement set forth in Rule IM-5101-2(b) to complete one or more business combinations within 36
months of the effectiveness of its IPO registration statement, the panel may only reverse a delisting decision where the panel determines
that the staff delisting determination letter was in error and that the Company never failed to satisfy the requirement.

 The Company elected not to appeal Nasdaq's determination to delist
the Company securities and accordingly, the Company's securities were suspended from trading on Nasdaq at the opening of business
on February 18, 2025. The Company's units, common stock and warrants commenced trading on the over-the-counter market on February
18, 2025.

 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, 2024 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, 2024, we had a net loss of $206,537,
which consisted of operating costs of $1,454,382 and provision for income taxes of $312,612, partially offset by interest earned on cash
and marketable securities held in Trust Account of $1,560,457.

 For the year ended December 31, 2023, we had net income of $3,406,689
which consisted of interest earned on cash and marketable securities held in Trust Account of $6,153,996, partially offset by operating
costs of $1,494,067 and federal income taxes of $1,253,240.

 Liquidity, Capital Resources and Going Concern

 As of December 31, 2024, the Company had cash of $272,588 not held
in the Trust Account and a working capital deficit of $6,663,930.

 For the year ended December 31, 2024, cash used in operating
activities was $3,030,748. Net loss of $206,537 was affected by interest earned on marketable securities held in Trust Account of
$1,536,233 and deferred taxes payable of $27,563. Changes in operating assets and liabilities used $1,260,415 of cash for operating activities. Cash provided by
investing activities was $29,188,023 including $528,161 withdrawn from the Trust Account to pay taxes, $29,491,422 cash withdrawn
from trust account in connection with redemptions partially offset by $831,560 of deposits to the Trust Account. Cash used in
financing activities includes $1,300,000 of proceeds from the promissory notes to related party partially offset by $29,491,422 for
redemption of common stock.

 For the year ended December 31, 2023, cash used in operating activities
was $3,294,146. Net income of $3,406,689 was affected by interest earned on investments in the Trust Account of $6,573,440 and unrealized
gain on investments in the Trust Account of $428,980. Changes in operating assets and liabilities used $556,375 of cash for operating
activities. Cash provided by investing activities includes $145,584,637 withdrawn in connection with redemption and $2,079,820
withdrawn from the Trust Account to pay taxes partially offset by $2,350,000 of funding for the Trust Account. Cash used in financing
activities includes $145,584,637 for redemption of common stock partially offset by $4,935,000 of proceeds from promissory notes to related
party.

 As of December 31, 2024, we had marketable securities
and cash held in the Trust Account of $11,864,847 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. For the year ended December 31, 2024, we have withdrawn
$528,161 of interest earned on the Trust Account for the payment of franchise and 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.

 As of December 31, 2024, the Company had cash
of $272,588 not held in the Trust Account and available for working capital purposes.

 The Company has entered into the Convertible Promissory
Notes and Non-convertible Promissory Notes and as of December 31, 2024 borrowed $6,235,000 to be used to extend the Combination Period
and for general working capital purposes.

 The Company currently has until April 12, 2025 or the end of any further
extension period to consummate a Business Combination, provided that any extension beyond August 12, 2025 must be pursuant to an amendment
of its Amended and Restated Certificate of Incorporation. It is uncertain that the Company will be able to consummate a Business Combination
by April 12, 2025 or such later date to which the business combination period may be extended. If a Business Combination is not consummated
by April 12, 2025 or during any further extension period, there will be a mandatory liquidation and subsequent dissolution.

 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
(i) uncertainty with respect to the Company's ability to obtain the cash needed to fund professional fees and other expenses related
to its target search activities, SEC reports, tax returns, Nasdaq listing, trust and stock transfer administration and other business
and corporate activities, and trust deposits required for further extensions to the Combination Period, and (ii) the mandatory liquidation
and subsequent dissolution, should the Company be unable to complete a Business Combination by the end of the Combination Period, raises
substantial doubt about the Company's ability to continue as a going concern. No adjustments have been made to the carrying amounts
of assets or liabilities should the Company be required to liquidate after April 12, 2025 or at the end of any further 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, 2024. 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 and outstanding promissory notes to the Sponsor and its affiliates in the aggregate amount of $6,235,000
as of December 31, 2024. We began incurring the administrative support services fees on February 8, 2022 and will continue to incur these
fees monthly until the earlier of the completion of the 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.

 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.

 Item 7A. Quantitative and Qualitative Disclosures about Market Risk.

 Not required for smaller reporting companies.

 Item 8. Financial Statements and Supplementary Data.

 This information appears following Item 15 of this Annual Report and
is included herein by reference.

 Item 9. Changes in and Disagreements with Accountants on Accounting
and Financial Disclosure.

 None.

 Item 9A. Controls and Procedures.

 Evaluation of Disclosure Controls and Procedures

 In February 2022, under the supervision and with
the participation of our management, including our Chief Executive Officer and our Chief Financial Officer (together, the "Certifying
Officers"), we carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures
as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act. Based on the foregoing, our Certifying Officers concluded that our
disclosure controls and procedures were not effective as of the end of the period covered by this Report due to the material weakness
in our internal control over financial reporting related to the Company's accounting for certain deferred contingent transaction
costs. As a result, we performed additional analysis as deemed necessary to ensure that the financial statements included in this Form
10-K were prepared in accordance with U.S. generally accepted accounting principles. Accordingly, management believes that the financial
statements included in this Form 10-K present fairly in all material respects our financial position, results of operations and
cash flows for the period presented.

 Disclosure controls and procedures are controls
and other procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange
Act is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms. Disclosure controls
and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our
reports filed or submitted under the Exchange Act is accumulated and communicated to management, including our Certifying Officers, or
persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure.

 Our management recognizes that any controls and
procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives, and management
necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Management has implemented
remediation steps to improve our internal control over financial reporting. Specifically, we expanded and improved our review process
for accrued, deferred or contingent expenses and related accounting standards. We plan to further improve this process by consulting with
third-party professionals on complex questions regarding accounting for accrued, deferred or contingent expenses, and continuing to improve
our processes for sharing, approving and evaluating contractual arrangements and invoices related to accrued, deferred or contingent expenses.
We believe that the actions described above will be sufficient to remediate the identified material weakness and strengthen our internal
control over financial reporting.

 Management's Report on Internal Controls
Over Financial Reporting

 As required by SEC rules and regulations implementing
Section 404 of the Sarbanes-Oxley Act, our management is responsible for establishing and maintaining adequate internal control over financial
reporting. Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial
reporting and the preparation of our consolidated financial statements for external reporting purposes in accordance with U.S. GAAP. Our
internal control over financial reporting includes those policies and procedures that:

 (1)
 pertain to the maintenance
of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of our company,

 (2)
 provide reasonable assurance
that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that our receipts
and expenditures are being made only in accordance with authorizations of our management and directors, and

 (3)
 provide reasonable assurance
regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect
on the financial statements.

 Because of its inherent limitations, internal
control over financial reporting may not prevent or detect errors or misstatements in our consolidated financial statements. Also, projections
of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in
conditions, or that the degree or compliance with the policies or procedures may deteriorate. Management assessed the effectiveness of
our internal control over financial reporting as of December 31, 2024. In making these assessments, management used the criteria set forth
by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control - Integrated Framework (2013). Based
on our assessments and those criteria, management determined that our internal controls over financial reporting were not effective as
of December 31, 2024.

 This Annual Report on Form 10-K does not include
an attestation report of internal controls from our independent registered public accounting firm due to our status as an emerging growth
company under the JOBS Act.

 Changes in Internal Control over Financial
Reporting

 Other than as described above and elsewhere in this Report, there were
no changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange
Act) during the most recent fiscal quarter that have materially affected or are reasonably likely to materially affect, our internal control
over financial reporting.

 Item 9B. Other Information.

 None.

 Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent
Inspections.

 Not applicable.

 Item 10. Directors, Executive Officers and Corporate Governance.

 Directors and Executive Officers

 As of the date of this Report, our directors and officers are as follows:

 Name

 Age

 Position

 Jonas Olsson

 Chairman of the Board

 Michael Hermansson

 Chief Executive Officer

 Thomas Fairfield

 Chief Financial Officer, Chief Operating Officer and Secretary

 Christian Merheim

 Director of Technology

 Anna Yukiko Bickenbach

 Independent Director

 Anders Norlin

 Independent Director

 Fredrik Elmberg

 Independent Director

 Steven Wasserman

 Independent Director

 The experience of our directors and executive officers is as follows:

 Jonas Olsson has served as our Chairman of the Board since
inception. Mr. Olsson has more than 30 years of global operating experience stemming from his various roles with fashion conglomerate
Hennes & Mauritz AB ("H&M"). Currently, Mr. Olsson is serving as Chief Executive Officer of LWL Invest AB in Sweden.
Mr. Olsson began his career in 1988 at H&M in Sweden as an operative controller. Within one year, Mr. Olsson rose to become financial
manager of H&M Germany, a position he held for nine years. In 1994, he also became the chief financial officer of H&M Austria.
Over the course of the next twenty years, he served as a member of H&M's expansion team, leading efforts in management, finance,
and controlling in twelve different countries across four continents. Working in Austria, Japan, South Korea, the Baltics, United States,
and Chile, Mr. Olsson built out infrastructure to support growth along with financial stability. Mr. Olsson was also responsible for
management and operational planning in some of H&M's most profitable and fastest-growing national businesses such as Germany,
Denmark, USA and Poland. From 2014 to 2024, he was a member of the global controlling group of H&M, where he helped lead oversight
of all ten H&M brands. Mr. Olsson attended an MBA program in International Business at Lund University from 1981 to 1985. Mr. Olsson
is well qualified to serve as a director due to his extensive industry and management experience.

 Michael Hermansson has served as our Chief Executive Officer
since March 2020. Mr. Hermansson has a 35-year long career with top management positions in international corporations. Mr. Hermansson
has been chief executive officer of numerous growth and turn-around companies owned by private equity firms such as Triton Investments
Advisers LLP and Nordic Capital and their related funds. Mr. Hermansson started his career in the 1980's with several director positions
with Sandvik AB in Latin America as well as in several European countries. Mr. Hermansson has been the chairman of the board of Learning
2 Sleep L2S AB from June 2019 until its liquidation in February 2024, the chairman of the board of Vevios AB from November 2019 to 2023,
and a board member of Framtix Holding AB since June 2019. He was also the chief executive officer of AdderaCare AB from January 2016 to
September 2019. From 2014 to 2015, Mr. Hermansson served as chief executive officer of Saferoad Group, a European market leader in road
safety infrastructure products. At Saferoad Group, he led several acquisitions, refinanced the company and initiated the exit process
which later led to the 2017 IPO of the company. From 2004 to 2013, he served as the chief executive officer of GCE Group, a global leader
in gas control technologies for medical equipment, industrial applications, semiconductor manufacturing and other applications. At GCE
Group, he managed the divestiture process for private equity owner Triton Equity Partners, ultimately delivering a very favorable cash
return. Mr. Hermansson remained with the company under its new primary owner, Argan Capital, as chief executive officer of the group until
2013. Mr. Hermansson received a bachelor's degree in finance and accounting from University of Gothenburg.

 Thomas Fairfield, our Chief Financial Officer, Chief Operating
Officer and Secretary, has been providing strategic business consulting services through Cambio Group LLC ("Cambio") that
he founded and has owned since July 2018. In connection with recent Cambio engagements, Mr. Fairfield served as Chief Restructuring Officer
of Rhino Resource Partners LP ("Rhino"), an energy company, from May 2020 through the effective date of the plan of liquidation
in Rhino's Chapter 11 bankruptcy in February 2021, as President and Chief Executive Officer and a member of the board of managers
of Journey Group Acquisition Co., LLC, a death care services company, from October 2018 to December 2023, and as President and Chief Restructuring
Officer of V3 Commodities Group Holdings, LLC, a specialty finance company serving the retail energy services sector, from April 2024
through December 2024. Mr. Fairfield served as a member of the board of managers of Casablanca Holdings GP LLC, a holding company for
Apple Leisure Group, a hospitality and travel services company, from May 2020 to December 2020 and has been a member of the board of managers
of Family Services Holdings, LLC, a death care services company, since June 2021. Prior to starting Cambio, Mr. Fairfield served as chief
operating officer of WMIH Corp. from May 2015 to July 2018 and as a director from May 2015 to June 2017. WMIH Corp., which is now known
as Mr. Cooper Group Inc. (NASDAQ: COOP), focused on identifying and consummating an accretive acquisition transaction across a broad array
of industries, with a primary focus on the financial institutions sector. During his tenure at WMIH Corp., Mr. Fairfield was involved
in leading the company's efforts to acquire Nationstar Mortgage Holdings Inc. which provides quality servicing, origination and
transaction-based services related principally to single-family residences throughout the United States. Prior to joining WMIH Corp.,
from March 2006 to May 2015, Mr. Fairfield held various officer positions with Capmark Financial Group Inc. ("Capmark"), a
commercial real estate finance and services company. While at Capmark, he held the positions of chief operating officer, general counsel,
secretary, and, most recently, served as executive vice president from November 2014 to May 2015. In addition, Mr. Fairfield served as
a director of Capmark from September 2011 to June 2017. He also served as a director of various privately-owned subsidiaries of Capmark
from September 2011 to February 2020. During his tenure at Capmark, the company filed for Chapter 11 bankruptcy in October 2009 and emerged
in September 2011. In addition to taking a leading role in guiding Capmark out of bankruptcy, Mr. Fairfield assisted in Capmark's
acquisition of Bluestem Brands, Inc. ("Bluestem"), a company operating multiple direct to consumer multi-channel retail brands
offering a broad selection of merchandise and credit options to consumers, after which the company was renamed. From January 2020 to August
2020, he returned to serve on the board of Bluestem, which filed for Chapter 11 bankruptcy in March 2020. Prior to 2006, Mr. Fairfield
practiced law for more than twenty years at several prominent international law firms, where his practice focused on general corporate
and securities law, mergers and acquisitions, corporate finance, and financial services. He also served as a director and a member of
the audit committee of Courtagen Life Sciences Inc., a privately-held company focused on genetic testing from April 2015 to July 2017
and The Cash Store Financial Services Inc., a retail loan products and services provider, from August 2013 to April 2014. Mr. Fairfield
has a Juris Doctorate degree from Georgetown University Law Center and a B.S.F.S. from Georgetown University. He is admitted to the bar
of the states of Connecticut, Pennsylvania, New York, and the District of Columbia, and is a member of the American Bar Association.

 Christian Merheim has served as our Director of Technology since
March 2020. Mr. Merheim has a broad and extensive experience in FinTech, technology, communications, and business development. Mr. Merheim
started his career in the technology industry, founding a number of high-tech start-ups covering video over IP (Bokks AB), parallel computing
(Mitrionics AB), and advanced image processing (Westpot AB). Mr. Merheim has been serving on the board of Enersize Oyj from July 2016
to December 2019, where he managed the IPO of Enersize Oyj, a Finnish industrial energy efficiency firm using IoT. He has been the co-owner
of Grimer Holding AB since April 2015 and a board member of Troberg Trading Heavy Equipment AB since January 2015. He was a deputy board
member of Airdev AB, a subsidiary of Enersize Qyj, from December 2018 to September 2019. He was the chairman of the board of Enersize
Advanced Research AB, a subsidiary of Enersize Qyj, from November 2017 to April 2019. He also served as a board member of Nuuka Oyj from
June 2017 to July 2018. Since 2015 he has served as a consultant in technology development, financing and business development for various
start-up and growth companies. He entered into FinTech and blockchain technology in 2012 when he co-founded Cryex Group AB and raised
a seed financing for the company. He was the chief strategy officer of Cryex Group AB from January to June 2015. Mr. Merheim's work
at Cryex involved preparation of regulatory filings for PSD payments and MIFID settlement permits with SWE-FSA as well as designing integration
with international legacy banking systems such as SWIFT and SEPA. Mr. Merheim received his M.Sc in Engineering from Lund University in
1998.

 Anna Yukiko Bickenbach has served as our Director since inception.
Ms. Bickenbach has a wide network within the German tech and FinTech community which will bring in deal flow opportunities through the
main German tech hubs as well as directly from her network of German and international tech entrepreneurs and investors. Ms. Bickenbach
served as Field Marketing Manager at Planet Labs Inc., a satellite data and insight provider with the world's largest fleet of earth
image satellites (currently merging with NYSE:DMYQ) from September 2021 and currently serves as Regional & Partner Marketing Manager.
She has previously been serving as the event and program manager for the "Worldchangers in Tech" and "Proptech Innovation
Summit" at the GERMANTECH Foundation from October 2019 to September 2021. From February 2012 to August 2019, she worked as an impact
manager for Mobile Economy GmbH, one of Europe's leading green innovation network for investors, entrepreneurs and large corporations.
From May 2018 to May 2019 she was also the marketing project manager for Avesu GmbH, a producer of vegan shoes where she has coordinated
their European market strategy as well as facilitate partnership networks, including partners such as Peta, BKK-BVita, Provita. She was
also country manager for fast growing foodtech start-up ResQ Club Oy during their German market introduction from July 2016 to January
2017. In 2013 she co-founded Ecotastic GmbH and was its chief sales and brand officer until February 2016, the company behind the eco
loyalty reward Ecotastic mobile app. Between 2009 to 2011, she worked for the assisting chair of the agricultural economics faculty and
the assisting chair in economics of horticultural production at Humboldt Univerit t. From 2009 to 2010, she acted as an editor for
 ko-Institute e. V, Institute for Applied Ecology with publications in 2010 in the areas of impact evaluation and climate change at
Copenhagen Talks 2010. She earned a double bachelor's degree in political science and in international studies with a minor in German
from the University of Washington, Seattle, in 2008. She also has a master's degree in Integrated Natural Resource Management from
the Humboldt Univerit t in Berlin in 2011. Ms. Bickenbach is well qualified to serve as a director due to her entrepreneurship and
extensive experience in a wide range of European tech sectors.

 Anders Norlin has served as our Director since inception. Mr.
Norlin is currently head of the Nordics & Baltics operations of Tenity, a global innovation ecosystem and early-stage investor focused
on Fintech. In addition to his role at Tenity, Mr. Norlin serves as a senior adviser to early-stage Nordic tech and Fintech companies.
Mr. Norlin was the chief executive officer of a Swedish FinTech hub, Findec from April 2019 to August 2021. Mr. Norlin is currently advising
Nordic tech and fintech scale-ups as a senior advisor. Findec is a membership organization for FinTech growth companies and arranges accelerator
and growth programs, networking events, and facilitates collaborations within the Nordic FinTech, regtech, insuretech and blockchain industries.
The organization works in partnership with, among others, Nordea and PricewaterhouseCoopers ("PwC"), as well as other international
FinTech hubs. Through his work and position within the FinTech industry, Mr. Norlin has an extensive network with FinTech investors, entrepreneurs,
and companies as well as with legacy financial institutions through which the company with be able to access deal flow opportunities.
From August 2017 to August 2019, Mr. Norlin was a partner of Embassy House, a co-working space housing 70 companies focused on FinTech,
property technology ("proptech"), Software-as-a-Service ("SaaS"), gaming and blockchain technology. Mr. Norlin
has been a partner at Coach & Capital, a venture capital fund with a focus on cleantech and information and communications technologies
(ICT) since January 2008. Between January 2013 and December 2016, Mr. Norlin served as an investment manager at Frame Invest, a private
equity investor with a focus on B2B companies primarily within IT. From January 2002 to December 2007, Mr. Norlin served as investment
manager at Traction, a Swedish private equity investment company listed on the Nasdaq Stockholm. In his role as investment manager at
Traction, he served as a member of the board at several portfolio companies. Mr. Norlin holds a master of science in industrial management
& mechanical engineering from Chalmers University of Technology and a degree in advanced marketing communication from Berghs School
of Communication. Our management team believes that Mr. Norlin is well qualified to serve as a director due to his extensive experience
within private equity technology investments as well as his deep knowledge of, and central position within, Nordic FinTech.

 Fredrik Elmberg has served as one of our directors since February
2022. Since 2009 he owns and operates, Lejonet Invest GMBH, his own German based Investment company with investments in food&beverage,
Sport-Tech, consumer goods and entertainment. Mr. Elmberg co-founded Boda Borg Germany in 2022 and has been serving as its CEO until March
2024. From September 2016 to 2022, he served as a board member in Snow making equipment manufacturer SnowHow GMBH. From December 2014
until its sale in September 2019, he was chairman of the board in consumer loyalty program provider Ventum GMBH. From January 2014, he
has been board member of European Convenience food GMBH providing deep frozen snacks. From August 2013 until its sale in May 2015 he was
chairman of the board of water purification company, Aquavital GMBH. From April 2015 to 2017 he has been board member in CoXa Carry, a
sports utility company. From July 2009 he has been Chairman of Boda Borg Europe AB and board member of Boda Borg Corp., and since Nov
2018 board member of Boda Borg Z rich AG. Boda Borg is an international group of owned and franchise based experience centers. From
March 2008 he has been chairman of the board ngeln premium Products GMBH, a frozen delicacy provider on the German market, until
the company was sold in Feb 2022. All the companies above are portfolio holdings of his own investment company Lejonet Invest GMBH. From
2010 to its sale in 2013 he was board member in leading German roller shutter and doors manufacturer Alukon GMBH. From 2010 to its sale
to Sulzer AG in 2012, he was board member of Geka Brush GMBH, a cosmetic brush manufacturer, and from 2007 to its sale to in 2010 he was
board member in Lysell GMBH & Co, KG, a German chilled food producer. From 2003 to 2007 he was CEO and co-owner of home automation
company Rademacher Ger te which was successfully divested to Nord Holding Group. From 2001 to 2003 he acted as Senior partner for
private Equity fund Arcadia. From 1997 to 2001 he was CEO of Swiss Chocolate maker Lindt & Spr ngli (SWX:LISN) in Austria and
part of Eastern Europe. From 1994 to 1997 he was CEO for M venpick Global Branded Consumer Goods. Mr. Elmberg received a diploma
in International Business Administration from Lund University in 1985 and was awarded a MBA with three major scholarships from Harvard
Business School in June 1987. Mr. Elmberg is well qualified to serve as a director due to his extensive experience from company management
as well as his experience from investments and acquisitions.

 Steven M. Wasserman has served as one of our directors since
February 2022. Mr. Wasserman has been a principal in MSP Sports Capital, LP., an investment fund specializing in professional sports businesses,
since 2019. He served as Vice Chairman of The Roosevelt Investment Group, Inc. an investment advisory firm, from 2018 to 2021 and was
previously Chief Executive Officer of Seaport Investment Management, LLC, an investment management firm, from 2014 to 2018 and helped
Seaport develop new investment strategies during his tenure. Since 2017, Mr. Wasserman has been a senior advisor to a New York based hedge
fund with respect to special situations/credit opportunity investments and has also been an advisor to BlockWorks Group, LLC, a blockchain/cryptocurrency
communications company. From 2011 to 2014 he was Senior Managing Director of the Beige Group, LLC, a family office where he was responsible
for identifying, analyzing and executing investment opportunities. Mr. Wasserman has been an advisor to our company since 2019 and previously
was Chief Executive Officer of Alpha Acquisition Corp, a special purpose acquisition company, from 2008 to 2010. He has also served as
an advisor to various other special purpose acquisition companies including, but not limited to, Energy Infrastructure Acquisition Corp.,
Seanergy Acquisition Corp., and Starbulk Acquisition Corp. From 2004 to 2008, Mr. Wasserman also served as the managing partner of AMT
Ventures LLC, an entity primarily engaged in public and private equity and debt investments on a principal basis. During his tenure AMT
portfolio investments included: Ktech Corporation, a provider of technical support services, scientific and engineering services and management
expertise to a variety of government defense and industry clients; Nanodetex Corporation, a leader in lab-on-chip (LOC) platform technologies
for gas phase chemical analysis and explosive detection; Agent Science Technologies Incorporated, a provider of neural information management
software solutions to the defense industry; and Link One, LLC, a technology transfer advisory group to Los Alamos National Laboratory.
Mr. Wasserman is also a licensed attorney.

 Number and Terms of Office of Officers and Directors

 We currently have five directors. Jonas Olsson, Anna Yukiko Bickenbach,
Anders Norlin, Fredrik Elmberg, and Steven Wasserman were re-elected at the Company's 2024 annual meeting. Each of Jonas Olsson,
Anna Yukiko Bickenbach, Anders Norlin, Fredrik Elmberg, and Steven Wasserman would serve for a three-year term or until the election and
qualification of their respective successors in office, subject to their earlier death, resignation or removal.

 Our board of directors is authorized to appoint persons to the offices
set forth in our bylaws as it deems appropriate. Our bylaws provide that our officers may consist of a Chairman of the Board, Chief Executive
Officer, Chief Financial Officer, President, Vice Presidents, Secretary, Treasurer, Assistant Secretaries and such other officers as may
be determined by the board of directors.

 Committees of the Board of Directors

 Our board of directors has two standing committees: an audit committee
and a compensation committee. Subject to phase-in rules and a limited exception, Nasdaq rules and Rule 10A-3 of the Exchange Act require
that the audit committee of a listed company be comprised solely of independent directors, and Nasdaq rules require that the compensation
committee of a listed company be comprised solely of independent directors.

 Audit Committee

 We have established an audit committee of the board of directors. Fredrik
Elmberg, Anders Norlin and Steven Wasserman serve as members of our audit committee, and Fredrik Elmberg chairs the audit committee. Nasdaq
listing standards and applicable SEC rules, require the audit committee to have at least three members, all of whom must be independent.
Each of Fredrik Elmberg, Anders Norlin and Steven Wasserman meets the independent director standard under Nasdaq listing standards and
under Rule 10-A-3(b)(1) of the Exchange Act.

 Each member of the audit committee is financially literate and our
board of directors has determined that Fredrick Elmberg qualifies as an "audit committee financial expert" as defined in applicable
SEC rules.

 We have adopted an audit committee charter, which details the principal
functions of the audit committee, including:

 the appointment, compensation,
retention, replacement, and oversight of the work of the independent registered public accounting firm engaged by us;

 pre-approving all audit and
permitted non-audit services to be provided by the independent registered public accounting firm engaged by us, and establishing pre-approval
policies and procedures;

 setting clear hiring policies
for employees or former employees of the independent registered public accounting firm, including but not limited to, as required by
applicable laws and regulations;

 setting clear policies for
audit partner rotation in compliance with applicable laws and regulations;

 obtaining and reviewing a report,
at least annually, from the independent registered public accounting firm describing (i) the independent registered public accounting
firm's internal quality-control procedures, (ii) any material issues raised by the most recent internal quality-control review,
or peer review, of the audit firm, or by any inquiry or investigation by governmental or professional authorities within the preceding
five years respecting one or more independent audits carried out by the firm and any steps taken to deal with such issues and (iii) all
relationships between the independent registered public accounting firm and us to assess the independent registered public accounting
firm's independence;

 reviewing and approving any
related party transaction required to be disclosed pursuant to Item 404 of Regulation S-K promulgated by the SEC prior to us entering
into such transaction; and

 reviewing with management,
the independent registered public accounting firm, and our legal advisors, as appropriate, any legal, regulatory or compliance matters,
including any correspondence with regulators or government agencies and any employee complaints or published reports that raise material
issues regarding our financial statements or accounting policies and any significant changes in accounting standards or rules promulgated
by the Financial Accounting Standards Board, the SEC or other regulatory authorities.

 Compensation Committee

 We have established a compensation committee of the board of directors.
Fredrik Elmberg, Steven Wasserman and Anna Yukiko Bickenbach serve as members of our compensation committee. Under the Nasdaq listing
standards and applicable SEC rules, we are required to have at least two members of the compensation committee, all of whom must be independent.
Fredrik Elmberg, Steven Wasserman and Anna Yukiko Bickenbach are independent and Fredrik Elmberg chairs the compensation committee.

 We have adopted a compensation committee charter, which details the
principal functions of the compensation committee, including:

 reviewing and approving on
an annual basis the corporate goals and objectives relevant to our Chief Executive Officer's compensation, if any is paid by us,
evaluating our Chief Executive Officer's performance in light of such goals and objectives and determining and approving the remuneration
(if any) of our Chief Executive Officer based on such evaluations;

 reviewing and approving on
an annual basis the compensation, if any is paid by us, of all of our other officers;

 reviewing on an annual basis
our executive compensation policies and plans;

 implementing and administering
our incentive compensation equity-based remuneration plans;

 assisting management in complying
with our proxy statement and annual report disclosure requirements;

 approving all special perquisites,
special cash payments and other special compensation and benefit arrangements for our officers and employees;

 if required, producing a report
on executive compensation to be included in our annual proxy statement; and

 reviewing, evaluating and recommending
changes, if appropriate, to the remuneration for directors.

 Notwithstanding the foregoing, as indicated above, other than the payment
to our sponsor of $10,000 per month for administrative support services and reimbursement of expenses, no compensation of any kind, including
finders, consulting or other similar fees, will be paid to any of our existing stockholders, officers, directors or any of their respective
affiliates, prior to, or for any services they render in order to effectuate the consummation of an initial business combination. Accordingly,
it is likely that, prior to the consummation of an initial business combination, the compensation committee will only be responsible for
the review and recommendation of any compensation arrangements to be entered into in connection with such initial business combination.

 The charter also provides that the compensation committee may, in its
sole discretion, retain or obtain the advice of a compensation consultant, legal counsel or other adviser and will be directly responsible
for the appointment, compensation and oversight of the work of any such adviser. However, before engaging or receiving advice from a compensation
consultant, external legal counsel or any other adviser, the compensation committee will consider the independence of each such adviser,
including the factors required by Nasdaq and the SEC.

 Director Nominations

 We do not have a standing nominating committee though we intend to
form a corporate governance and nominating committee as and when required to do so by law or Nasdaq rules. In accordance with Rule 5605
of the Nasdaq rules, a majority of the independent directors may recommend a director nominee for selection by the board of directors.
The board of directors believes that the independent directors can satisfactorily carry out the responsibility of properly selecting or
approving director nominees without the formation of a standing nominating committee. The directors who will participate in the consideration
and recommendation of director nominees are Fredrik Elmberg, Anders Norlin, Anna Yukiko Bickenbach and Steven Wasserman. In accordance
with Rule 5605 of the Nasdaq rules, all such directors are independent. As there is no standing nominating committee, we do not have a
nominating committee charter in place.

 The board of directors will also consider director candidates recommended
for nomination by our stockholders during such times as they are seeking proposed nominees to stand for election at the next annual meeting
of stockholders (or, if applicable, a special meeting of stockholders). Our stockholders that wish to nominate a director for election
to our board of directors should follow the procedures set forth in our bylaws.

 We have not formally established any specific, minimum qualifications
that must be met or skills that are necessary for directors to possess. In general, in identifying and evaluating nominees for director,
the board of directors considers educational background, diversity of professional experience, knowledge of our business, integrity, professional
reputation, independence, wisdom, and the ability to represent the best interests of our stockholders.

 Compensation Committee Interlocks and Insider Participation

 None of our officers currently serves, or in the past year has served,
as a member of the compensation committee of any entity that has one or more officers serving on our board of directors.

 Code of Ethics

 We have adopted a Code of Ethics applicable to our directors, officers
and employees. We have filed a copy of our Code of Ethics and our audit and compensation committee charters as exhibits to the Registration
Statement. You can review these documents by accessing our public filings at the SEC's web site at www.sec.gov. In addition,
a copy of the Code of Ethics will be provided without charge upon request from us. We intend to disclose any amendments to or waivers
of certain provisions of our Code of Ethics in a Current Report on Form 8-K.

 Insider Trading Policy

 We have adopted insider trading policies and procedures
governing the purchase, sale, and/or other dispositions of our securities by directors, officers and employees and their respective immediate
family members, which are reasonably designed to promote compliance with insider trading laws, rules and regulations, and applicable Nasdaq
listing standards while they are in possession of material nonpublic information (the "Insider Trading Policy").

 The foregoing description of the Insider Trading Policy
does not purport to be complete and is qualified in its entirety by the terms and conditions of the Insider Trading Policy, a copy of
which is attached hereto as Exhibit 19.1 and is incorporated herein by reference.

 Compliance with Section 16(a) of the Exchange Act

 Section 16(a) of the Exchange Act requires our executive officers,
directors and persons who beneficially own more than 10% of a registered class of our equity securities to file with the SEC initial reports
of ownership and reports of changes in ownership of our common stock and other equity securities. These executive officers, directors,
and greater than 10% beneficial owners are required by SEC regulation to furnish us with copies of all Section 16(a) forms filed by such
reporting persons. Based solely on our review of such forms furnished to us and written representations from certain reporting persons,
we believe that during the year ended December 31, 2023, all reports applicable to our executive officers, directors and greater than
10% beneficial owners were filed in a timely manner in accordance with Section 16(a) of the Exchange Act.

 Item 11. Executive Compensation.

 None of our officers has received any cash compensation for services
rendered to us. We pay our sponsor a total of $10,000 per month for administrative support services. Upon completion of our initial business
combination or our liquidation, we will cease paying these monthly fees. No compensation of any kind, including any finder's fee,
advisory fee, reimbursement or consulting fee, will be paid by us to our sponsor, officers and directors, or any affiliate of our sponsor
or officers, prior to, or in connection with any services rendered in order to effectuate, the consummation of our initial business combination
(regardless of the type of transaction that it is). However, these individuals will be reimbursed for any out-of-pocket expenses incurred
in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable business
combinations. We do not have a policy that prohibits our sponsor, executive officers or directors, or any of their respective affiliates,
from negotiating for the reimbursement of out-of-pocket expenses by a target business. Our audit committee reviews on a quarterly basis
all payments that were made to our sponsor, officers or directors, or our or their affiliates. Any such payments prior to an initial business
combination will be made using funds held outside the trust account. Other than quarterly audit committee review of such payments, we
do not expect to have any additional controls in place governing our reimbursement payments to our directors and executive officers for
their out-of-pocket expenses incurred in connection with identifying and consummating an initial business combination.

 After the completion of our initial business combination, directors
or members of our management team who remain with us may be paid consulting or management fees from the combined company. All of these
fees will be fully disclosed to stockholders, to the extent then known, in the tender offer materials or proxy solicitation materials
furnished to our stockholders in connection with a proposed initial business combination. We have not established any limit on the amount
of such fees that may be paid by the combined company to our directors or members of management. It is unlikely the amount of such compensation
will be known at the time of the proposed initial business combination, because the directors of the post-combination business will be
responsible for determining officer and director compensation. Any compensation to be paid to our officers will be determined, or recommended
to the board of directors for determination, either by a compensation committee constituted solely by independent directors or by a majority
of the independent directors on our board of directors.

 We do not intend to take any action to ensure that members of our management
team maintain their positions with us after the consummation of our initial business combination, although it is possible that some or
all of our officers and directors may negotiate employment or consulting arrangements to remain with us after our initial business combination.
The existence or terms of any such employment or consulting arrangements to retain their positions with us may influence our management's
motivation in identifying or selecting a target business but we do not believe that the ability of our management to remain with us after
the consummation of our initial business combination will be a determining factor in our decision to proceed with any potential business
combination. We are not party to any agreements with our officers and directors that provide for benefits upon termination of employment.

 Item 12. Security Ownership of Certain Beneficial Owners and Management
and Related Stockholder Matters.

 The following table sets forth information regarding the beneficial
ownership of our common stock as of February 28, 2025 based on information obtained from the persons named below, with respect to the
beneficial ownership of common stock, by:

 each person known by us to
be the beneficial owner of more than 5% of our outstanding common stock;

 each of our executive officers
and directors that beneficially owns our common stock; and

 all our executive officers
and directors as a group.

 In the table below, percentage ownership is based on 7,697,796 shares
of our common stock, consisting of (i) 3,947,796 shares of our Class A common stock and (ii) 3,750,000 shares of our Class B common stock,
issued and outstanding as of February 28, 2025. On all matters to be voted upon, holders of the shares of Class A common stock and shares
of Class B common stock vote together as a single class. Currently, all of the shares of Class B common stock are convertible into Class
A common stock on a one-for-one basis.

 Unless otherwise indicated, we believe that all persons named in the
table have sole voting and investment power with respect to all shares of common stock beneficially owned by them.

 Class A Common Stock

 Class B Common Stock

 Name and Address of Beneficial Owner (1)

 Number of
 Beneficially
 Owned

 Approximate
 Percentage
 of Class (7)

 Number of
 Beneficially
 Owned

 Approximate
 Percentage
 of Class

 Water by Nordic AB

 5,380,720
 (2)

 82.4
 %

 2,440,720
 (5)

 65.1
 %

 byNordic Holdings LLC

 1,542,912
 (3)

 33.2
 %

 697,352

 18.6
 %

 byNordic Holdings II LLC

 1,094,065
 (4)

 24.6
 %

 494,486

 13.2
 %

 Jonas Olsson (6)

 -

 -

 -

 -

 Michael Hermansson (6)

 -

 -

 -

 -

 Christian Merheim (6)

 -

 -

 -

 -

 Anders Norlin (6)

 -

 -

 -

 -

 Fredrik Elmberg (6)

 -

 -

 -

 -

 Anna Yukiko Bickenbach (6)

 -

 -

 -

 -

 Thomas Fairfield

 -

 -

 66,729

 1.8
 %

 Steven Wasserman

 -

 -

 133,460

 3.6
 %

 All executive officers and directors as a group (10 individuals)

 -

 -

 200,189

 %

 Other 5% Stockholders

 Mizuho Financial Group, Inc. (8)

 316,000

 8.0
 %

 -

 -

 (1)
 Unless otherwise noted, the
business address of each of the following entities or individuals is c/o Pir 29, Einar Hansens Esplanad 29, 211 13 Malm, Sweden.

 (2)

 Water by Nordic AB ("sponsor" or "WBN") may be deemed to beneficially own shares held by byNordic Holdings and byNordic Holdings II as the sole member of byNordic Manager LLC, the manager of byNordic Holdings and byNordic Holdings II. Each of Jonas Olsson, Michael Hermansson and Joachim Cato are the managing members of our sponsor, and as such, each have voting and investment discretion with respect to the common stock held of record by our sponsor and may be deemed to have shared beneficial ownership of the common stock held directly by our sponsor. Each such person disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest they may have therein, directly or indirectly. The shares that may be deemed beneficially owned by WBN include (a) (i) 1,494, 861 shares of Class A common stock held of record by Water by WBN, and (ii) 1,248,882 shares of Class A common stock issuable upon conversion of Class B common stock held of record by WBN, (b) (i) 845,560 shares of Class A common stock, and (ii) 697,352 shares of Class A common stock issuable upon conversion of Class B common stock, in each case held of record by byNordic Holdings, and (c) (i) 599,579 shares of Class A common stock, and (ii) 494,486 shares of Class A common stock issuable upon conversion of Class B common stock, in each case held of record by byNordic Holdings II.

 (3)
 Includes (i) 845,560 shares of Class A common stock, and
(ii) 697,352 shares of Class A common stock issuable upon conversion of Class B common stock, in each case held of record by byNordic
Holdings.

 (4)
 Includes (i) 599,579 shares of Class A common stock, and
(ii) 494,486 shares of Class A common stock issuable upon conversion of Class B common stock, in each case held of record by byNordic
Holdings II.

 (5)
 Includes (i) 1,248,882 shares of Class B common stock held
of record by WBN, (ii) 697,352 shares of Class B common stock held of record by byNordic Holdings which WBN may be deemed to beneficially
own, and (iii) 494,486 shares of Class B common stock held of record by byNordic Holdings II which WBN may be deemed to beneficially
own.

 (6)
 Each of these individuals holds a direct or indirect interest
in our sponsor. Each such person disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary
interest they may have therein, directly or indirectly.

 (7)
 Percentage amounts are based on 3,947,796 shares of Class
A common stock outstanding, plus the number of shares of Class A common stock issuable upon conversion of the shares of Class B common
stock beneficially owned by each holder.

 (8)
 According to a Schedule 13G
filed on February 13, 2024, Mizuho Financial Group, Inc. is the beneficial owner of 316,000 shares of Class A common stock. The business
address for the reporting person is 1-5-5, Otemachi, Chiyoda-ku, Tokyo 100-8176, Japan.

 Securities Authorized for Issuance under Equity Compensation Plans

 None.

 Changes in Control

 None.

 Item 13. Certain Relationships and Related Transactions, and Director
Independence.

 In February 2020, our sponsor paid an aggregate of $25,000, or approximately
$0.009 per share, to cover certain of our offering costs in consideration of 2,875,000 founder shares. In February 2021, we effected a
stock dividend of 0.5 shares for each share of Class B common stock outstanding, resulting in our sponsor holding an aggregate of 4,312,500
founder shares (up to an aggregate of 562,500 of which were subject to forfeiture depending on the extent to which the underwriters'
over-allotment option was exercised). On November 17, 2021, we effected a stock dividend of 1/3 of a share for each share of Class B common
stock outstanding, resulting in our sponsor, byNordic Holdings and certain of our executive officers and directors holding an aggregate
of 5,750,000 Founder Shares. Simultaneously with the closing of our initial public offering, byNordic Holdings forfeited 899,065 founder
shares, and byNordic Holdings II purchased 899,065 founder shares from us, at a purchase price of approximately $0.0043 per share. Prior
to the initial investment in the company of $25,000 by our sponsor, we had no assets, tangible or intangible. The per share purchase price
of the founder shares was determined by dividing the amount of cash contributed to the company by the aggregate number of founder shares
issued. The number of founder shares issued was determined based on the expectation that the founder shares would represent 25% of the
outstanding shares after our initial public offering (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 our sponsor
or its affiliates upon the conversion of working capital loans, any securities issued or issuable to any seller in an initial business
combination and any shares issuable upon exercise of the warrants (referred to herein as the excluded shares)). As such, our initial stockholders
collectively owned 25% of our issued and outstanding shares after our initial public offering through ownership of the founder shares
(assuming they did not purchase any units in our initial public offering and including in such calculation any forward purchase shares
issued pursuant to the forward purchase agreement but excluding from such calculation the excluded shares). Up to 750,000 founder shares
were subject to forfeiture depending on the extent to which the underwriters' over-allotment option was exercised so that our initial
stockholders will maintain ownership of 25% of our common stock (including in such calculation any forward purchase shares issued pursuant
to the forward purchase agreement but excluding from such calculation the excluded shares). The founder shares (including the Class A
common stock issuable upon exercise thereof) may not, subject to certain limited exceptions, be transferred, assigned or sold by the holder.
As a result of the full exercise of the underwriters' over-allotment option, none of the 5,750,000 outstanding founder shares are
subject to forfeiture.

 The anchor investors (none of which are affiliated with any member
of our management team, our sponsor or any other anchor investor) purchased approximately $146.4 million of the units which was approximately
84.9% of the units in our initial public offering at the public offering price after giving effect to the exercise by the underwriters
in full of the over-allotment option. Further, the anchor investors entered into a separate letter agreement with us and our sponsor and
byNordic Holdings pursuant to which, the anchor investors purchased, simultaneously with the completion of our initial public offering
on February 11, 2022, an aggregate of 1,109,091 founder shares held by our sponsor and byNordic Holdings on a pro rata basis according
to the number of founder shares held by each of our sponsor (after deducting certain shares held for the benefit of officers and directors)
and byNordic Holdings (or, in the alternative, our sponsor and byNordic Holdings forfeited the relevant number of founder shares to us
in order for us to issue the same number of founder shares to the anchor investor). The negotiations between us, our 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 our initial business combination other than with respect to the voting of their founder shares
as described below.

 Rothesay, which is a member of our sponsor, has agreed, pursuant to
a forward purchase agreement entered into with us, to purchase up to 1,000,000 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 our initial business combination. Rothesay's
purchase of forward purchase shares pursuant to the forward purchase agreement will be subject to the approval of Rothesay's investment
committee or other committee with decision-making authority to purchase the number of forward purchase shares approved by such committee
and the other closing conditions set forth in the forward purchase agreement. Rothesay has the right to transfer all or a portion of its
rights and obligation to purchase the forward purchase shares to forward transferees, subject to compliance with applicable securities
laws. Any such forward transferee will be subject to the same terms and conditions under the forward purchase agreement. The forward purchase
shares will be identical to the shares of Class A common stock underlying the units being sold in our initial public offering, except
that they will be subject to certain registration rights and transfer restrictions. The funds from the sale of the forward purchase shares
will be used as part of the consideration to the sellers in the initial business combination and any excess funds will be used for working
capital in the post-transaction company. This commitment is independent of the percentage of stockholders electing to redeem their public
shares and is intended to provide us with a minimum funding level for the initial business combination.

 On February 11, 2022, our sponsor, byNordic Holdings and byNordic Holdings
II purchased, pursuant to their respective securities purchase agreements entered into with us, 850,000 private shares in the aggregate
at $10.00 per share for gross proceeds of $8,500,000 in the aggregate in a private placement that occurred concurrently with the consummation
of our initial public offering. On February 18, 2022, in connection with the exercise by the underwriters of the over-allotment option
in full in the initial public offering of the units, we completed the private sale of an additional 90,000 shares of Class A common stock
to our sponsor, byNordic Holdings and byNordic Holdings II at a purchase price of $10.00 per private share, generating an additional $900,000
of gross proceeds. The proceeds from the sale of the private shares were added to the net proceeds from the closing of our initial public
offering to the extent necessary to be held in the trust account. The holders of the private shares will not have any right to amounts
held in the trust account as holders of the private shares. 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 our initial business combination.

 If any of our officers or directors becomes aware of an initial business
combination opportunity that falls within the line of business of any entity to which he or she has then-current fiduciary or contractual
obligations, he or she will honor his or her fiduciary or contractual obligations to present such business combination opportunity to
such other entity. Our officers and directors currently have certain relevant fiduciary duties or contractual obligations that may take
priority over their duties to us.

 We pay our sponsor a total of $10,000 per month for administrative
support services. Upon completion of our initial business combination or our liquidation, we will cease paying these monthly fees.

 Other than the foregoing, no compensation of any kind, including any
finder's fee, reimbursement, consulting fee or monies in respect of any payment of a loan, will be paid by us to our sponsor, officers
and directors, or any affiliate of our sponsor or officers, prior to, or in connection with any services rendered in order to effectuate,
the consummation of an initial business combination (regardless of the type of transaction that it is). However, these individuals will
be reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target
businesses and performing due diligence on suitable business combinations. We do not have a policy that prohibits our sponsor, executive
officers or directors, or any of their respective affiliates, from negotiating for the reimbursement of out-of-pocket expenses by a target
business. Our audit committee reviews on a quarterly basis all payments that were made to our sponsor, officers, directors or our or their
affiliates and will determine which expenses and the amount of expenses that will be reimbursed. There is no cap or ceiling on the reimbursement
of out-of-pocket expenses incurred by such persons in connection with activities on our behalf.

 A portion of the offering expenses were paid from the proceeds of loans
from our sponsor of up to $500,000 as described in the Registration Statement. As of December 31, 2021, we had borrowed $443,094 under
the promissory note evidencing the loans, which have been applied to pay a portion of the expenses of our initial public offering. The
promissory note was repaid in full upon the closing of our initial public offering.

 In addition, in order to finance transaction costs in connection with
an intended initial business combination, our sponsor or an affiliate of our sponsor or certain of our officers and directors may, but
are not obligated to, loan us funds on a non-interest bearing basis as may be required. If we complete an initial business combination,
we would repay such loaned amounts. In the event that the initial 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 such loans may be convertible into shares of our Class A common stock at a price of $10.00 per share at the option
of the lender. We do not expect to seek loans from parties other than our sponsor or an affiliate of our sponsor as we do not believe
third parties will be willing to loan such funds and provide a waiver against any and all rights to seek access to funds in our trust
account.

 After our initial business combination, members of our management team
who remain with us may be paid consulting, management or other fees from the combined company with any and all amounts being fully disclosed
to our stockholders, to the extent then known, in the tender offer or proxy solicitation materials, as applicable, furnished to our stockholders.
It is unlikely the amount of such compensation will be known at the time of distribution of such tender offer materials or at the time
of a stockholder meeting held to consider our initial business combination, as applicable, as it will be up to the directors of the post-combination
business to determine executive and director compensation

 We have entered into indemnification agreements with each of our officers
and directors a form of which was filed as an exhibit to the Registration Statement. These agreements require us to indemnify these individuals
to the fullest extent permitted under Delaware law against liabilities that may arise by reason of their service to us, and to advance
expenses incurred as a result of any proceeding against them as to which they could be indemnified.

 We have entered into registration rights agreements with respect to
the founder shares, the private shares, the shares of our Class A common stock issuable upon conversion of working capital loans (if any),
the forward purchase shares and the shares of Class A common stock issuable upon exercise of the foregoing and upon conversion of the
founder shares.

 On May 8, 2023, the Company announced that its Board of Directors elected
to extend the date by which the Company has to consummate a Business Combination from May 11, 2023 to August 11, 2023 (the "Initial
Extension") and the Company's sponsor subsequently deposited $1,725,000 to the trust account with respect to the Initial Extension.
On May 9, 2023, the Company issued a convertible promissory note to the sponsor for $1,725,000 in connection with the sponsor's
funding of the Initial Extension (the "Initial Extension Loan"), and on May 12, 2023, the Company issued a convertible promissory
note to the sponsor for $775,000 in connection with the sponsor's funding of the Company's working capital needs (the "Initial
Working Capital Loan"). If the Company completes a business Combination, the Company would expect to repay the Initial Extension
Loan and the Initial Working Capital Loan from funds that are released to the Company from the trust account or, at the option of the
sponsor, convert all or a portion of the Initial Extension Loan and the Initial Working Capital Loan 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 the Initial Extension Loan and the Initial Working Capital Loan only from funds held outside
of the trust account.

 At a special meeting on August 10, 2023, the stockholders of the Company
approved amendments to the Company's Amended and Restated Certificate of Incorporation (i) to eliminate the requirement that the
Company retain at least $5,000,001 of net tangible assets following the redemption of Public Shares in connection with a Business Combination,
and (ii) to extend the Combination Period from August 11, 2023 to February 12, 2024, or such earlier date as determined by the Company's
board of directors, in its sole discretion, and to allow the Company by resolution of the board without another stockholder vote, to elect
to extend the Combination Period by one additional month, for a total of six additional months, until August 12, 2024, unless the closing
of a Business Combination shall have occurred prior thereto. In connection with the amendments to the Amended and Restated Certificate
of Incorporation, the Company notified stockholders that the Company's sponsor funded a deposit of $625,000 into the Trust Account
and that the Company will only exercise any monthly extension after February 12, 2024 if the sponsor or one of its affiliates or designees
deposits into the trust account the lesser of $105,000 or $0.04 per outstanding Public Share with respect to each such extension. The
Company issued to the Sponsor a convertible promissory note in the amount of $625,000 in connection with the sponsor's funding of
the $625,000 extension deposit (the "Additional Extension Loan"). On August 10, 2023 the Company issued a convertible promissory
note in the principal amount of $710,000 to the sponsor to provide the Company with additional working capital, of which $110,000 was
funded on August 10, 2023 and $600,000 is available for future borrowings (the "Additional Working Capital Loan").

 Additionally, on December 15, 2023, the Company issued a promissory
note in the principal amount of $1,700,000 (the "December Note") to DDM Debt AB (the "Lender"), an affiliate of
the sponsor. The proceeds of the Note have been used to provide the Company with general working capital. Between February 2024 and August
2024, the Company's board of directors elected to exercise a total of six one-month extensions of the Combination Period to August
12, 2024 and $105,000 was deposited in the trust account in connection with each such extension.

 The Company obtained additional loans from DDM
in the amount of $300,000 and $200,000, respectively, pursuant to promissory notes issued in April 2024 (the "April 2024 Note")
and June 2024 (the "June 2024 Note").

 At an annual meeting on August 7, 2024, our stockholders
approved amendments to our amended and restated certificate of incorporation to authorize our board to extend the business combination
period by one month each time from August 12, 2024 to August 12, 2025, or such earlier date as determined by the board in its sole discretion,
unless the closing of our initial business combination shall have occurred prior thereto. The Company is required to deposit $40,312 to
the trust account with respect to each such monthly extension. The Company's board has exercised one-month extensions from August
12, 2024 through April 12, 2025, respectively and $40,312 was deposited into the trust account in connection with each such extension.

 In August and September 2024, the Company issued
promissory notes in the principal amount of $200,000 (the "August 2024 Note") and $300,000 (the "September 2024 Note"),
respectively, to DDM. The proceeds of the borrowings under the August 2024 Note and September 2024 Note will be used to provide the Company
with general working capital. The notes are not convertible into securities of the Company and are due upon the consummation of a Business
Combination.

 In December 2024 and January 2025, the Company
issued promissory notes in the principal amount of $300,000 (the "December 2024 Note") and $400,000 (the "January 2025
Note"), respectively, to DDM. The proceeds of the borrowings under the December 2024 Note and January 2025 Note will be used to
provide the Company with general working capital. The notes are not convertible into securities of the Company, bear no interest, and
are due upon the consummation of a Business Combination.

 Together, the Initial Extension Loan, the Initial Working Capital Loan,
the Additional Extension Loan and the Additional Working Capital Loan are the Convertible Promissory Notes. And together the December
2023 Note, the April 2024 Note, the June 2024 Note, the August 2024 Note, the September 2024 Note, the December 2024 Note and the January
2025 Note are the Non-convertible Promissory Notes.

 Neither the Convertible Promissory Notes nor the Non-convertible Promissory
Notes bear interest and are due upon consummation of a Business Combination. If the Company completes a Business Combination, the Company
would expect to repay the Convertible Promissory Notes and the Non-convertible Promissory Notes from funds that are released to the Company
from the trust account. At the option of the holder of the Convertible Promissory Notes, the holder has the option to convert all or a
portion of the Convertible Promissory Notes 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 these sponsor
loans only from funds held outside of the trust account.

 Related Party Policy

 We have adopted a code of ethics requiring us to avoid, wherever possible,
all conflicts of interests, except under guidelines or resolutions approved by our board of directors (or the appropriate committee of
our board) or as disclosed in our public filings with the SEC. Under our code of ethics, conflict of interest situations include any financial
transaction, arrangement or relationship (including any indebtedness or guarantee of indebtedness) involving the company. A form of the
code of ethics was filed as an exhibit to the Registration Statement.

 In addition, our audit committee, pursuant to a written charter, is
responsible for reviewing and approving related party transactions to the extent that we enter into such transactions. An affirmative
vote of a majority of the members of the audit committee present at a meeting at which a quorum is present is required in order to approve
a related party transaction. A majority of the members of the entire audit committee constitutes a quorum. Without a meeting, the unanimous
written consent of all of the members of the audit committee is required to approve a related party transaction. A form of the audit committee
charter was filed as an exhibit to the Registration Statement. We also require each of our directors and executive officers to complete
a directors' and officers' questionnaire that elicits information about related party transactions.

 These procedures are intended to determine whether any such related
party transaction impairs the independence of a director or presents a conflict of interest on the part of a director, employee or officer.

 To further minimize conflicts of interest, we have agreed, in a letter
agreement, not to consummate an initial business combination with an entity that is affiliated with any of our sponsor, byNordic Holdings,
byNordic Holdings II or our officers or directors unless we, or a committee of independent directors, have obtained an opinion from independent
investment banking firm or from another independent entity that commonly renders valuation opinions that our initial business combination
is fair to our company from a financial point of view. Furthermore, no finder's fees, reimbursements, consulting fee, monies in
respect of any payment of a loan or other compensation will be paid by us to our sponsor, officers or directors, or any of their respective
affiliates, for services rendered to us prior to, or in connection with any services rendered in order to effectuate, the consummation
of our initial business combination (regardless of the type of transaction that it is). However, the following payments have been or will
be made to our sponsor, officers or directors, or our or their affiliates, none of which will be made from the proceeds of our initial
public offering held in the trust account prior to the completion of our initial business combination:

 Repayment of up to an aggregate
of up to $500,000 in loans made to us by our sponsor to cover offering-related and organizational expenses;

 Payment to our sponsor of $10,000
per month, for up to 15 months plus the three-month extension period if applicable plus any additional extension period, for administrative
support services;

 Reimbursement for any out-of-pocket
expenses related to identifying, investigating and completing an initial business combination; and

 Repayment of non-interest bearing
loans which may be made by our sponsor or an affiliate of our sponsor or certain of our officers and directors to finance transaction
costs in connection with an intended initial business combination. Up to $1,500,000 of such loans may be convertible into shares of our
Class A common stock, at a price of $10.00 per share at the option of the lender.

 Our audit committee reviews on a quarterly basis all payments that
were made to our sponsor, officers or directors, or our or their affiliates.

 Director Independence

 Nasdaq listing standards require that a majority of the board of directors
of a listed company be independent. An "independent director" is defined generally as a person other than an officer or employee
of the company or its subsidiaries or any other individual having a relationship which in the opinion of the company's board of
directors, would interfere with the director's exercise of independent judgment in carrying out the responsibilities of a director.
Our board of directors has determined that Anders Norlin, Anna Yukiko Bickenbach, Fredrik Elmberg and Steven Wasserman are "independent
directors" as defined in the Nasdaq listing standards and applicable SEC rules.

 Item 14. Principal Accountant Fees and Services.

 The following is a summary of fees paid or to
be paid to Marcum, for services rendered.

 Audit Fees. Audit fees consist of fees for professional services
rendered for the audit of our year-end financial statements and services that are normally provided by Marcum in connection with regulatory
filings. The aggregate fees billed by Marcum for professional services rendered for the audit of our annual financial statements and review
of the financial information included in the Annual Report on Form 10-K totaled approximately $140,520 and $136,475 for the year ended
December 31, 2024 and 2023, respectively. The above amounts include interim procedures and audit fees, as well as attendance at audit
committee meetings.

 Audit-Related Fees. Audit-related fees
consist of fees billed for assurance and related services that are reasonably related to performance of the audit or review of our financial
statements and are not reported under "Audit Fees." These services include attest services that are not required by statute
or regulation and consultations concerning financial accounting and reporting standards. During the year ended December 31, 2024 and 2023,
we did not incur any audit-related fees payable to Marcum.

 Tax Fees. We paid Marcum $31,801 and $13,854 for tax services,
planning or advice for the year ended December 31, 2024 and 2023, respectively.

 All Other Fees. We did not pay Marcum for
any other services for the year ended December 31, 2024 and 2023.

 Pre-Approval Policy

 Our audit committee was formed upon the pricing
of our initial public offering. As a result, the audit committee did not pre-approve all of the foregoing services, although any services
rendered prior to the formation of our audit committee were approved by our board of directors. Since the formation of our audit committee,
and on a going-forward basis, the audit committee has and will pre-approve all auditing services and permitted non-audit services to be
performed for us by our auditors, including the fees and terms thereof (subject to the de minimis exceptions for non-audit services described
in the Exchange Act which are approved by the audit committee prior to the completion of the audit).

 Item 15. Exhibit and Financial Statement Schedules.

 (a) The following documents are filed as part of this Form 10-K:

 (1) Financial Statements:

 Page

 Report of Independent Registered Public Accounting Firm (PCAOB ID Number 688)

 Financial Statements:

 Balance Sheets

 Statements of Operations

 Statements of Changes in Stockholders' Deficit

 Statements of Cash Flows

 Notes to Financial Statements

 F-7 to F-26

 (2) Financial Statement Schedules:

 None.

 (3) Exhibits

 We hereby file as part of this Report the exhibits
listed in the attached Exhibit Index. Exhibits which are incorporated herein by reference can be inspected and copied at the public reference
facilities maintained by the SEC, 100 F Street, N.E., Room 1580, Washington, D.C. 20549. Copies of such material can also be obtained
from the Public Reference Section of the SEC, 100 F Street, N.E., Washington, D.C. 20549, at prescribed rates or on the SEC website at
www.sec.gov.

 Item 16. Form 10-K Summary.

 Not applicable.

 BYNORDIC
ACQUISITION CORPORATION

TO FINANCIAL STATEMENTS

 Page

 Report of Independent Registered Public Accounting Firm

 Financial Statements:

 Balance Sheets

 Statements of Operations

 Statements of Changes in Stockholders' Deficit

 Statements of Cash Flows

 Notes to Financial Statements

 F-7 - F-26

 F- 1

 Report
of Independent Registered Public Accounting Firm

 To the Shareholders and Board of Directors of

 byNordic Acquisition Corporation

 Opinion on the Financial Statements

 We have audited the
accompanying balance sheets of byNordic Acquisition Corporation (the "Company") as of December 31, 2024 and 2023, the related
statements of operations, stockholders' deficit and cash flows for each of the two years in the period ended December 31, 2024,
and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present
fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations
and its cash flows for each of the two years in the period ended December 31, 2024, in conformity with accounting principles generally
accepted in the United States of America.

 Explanatory Paragraph – Going Concern

 The accompanying financial statements have been
prepared assuming that the Company will continue as a going concern. As described in Note 1 to the financial statements, the Company is
a Special Purpose Acquisition Corporation that was formed for the purpose of completing a merger, capital stock exchange, asset acquisition,
stock purchase, reorganization or similar business combination with one or more businesses on or before April 12, 2025 or August 12, 2025
if they exercise their remaining monthly extensions. There is no assurance that the Company will obtain the necessary approvals or raise
the additional capital it needs to fund its business operations and complete any business combination prior to August 12, 2025, if at
all. The Company also has no approved plan in place to extend the business combination deadline beyond that date and lacks the capital
resources needed to fund operations and complete any business combination, even if the deadline to complete a business combination is
extended to a later date. These matters raise substantial doubt about the Company's ability to continue as a going concern. Management's
plans with regard to these matters are also described in Note 1. The financial statements do not include any adjustments that may be necessary
should the Company be unable to continue as a going concern.

 Basis for Opinion

 These financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a
public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be
independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of
the Securities and Exchange Commission and the PCAOB.

 We conducted our audits in accordance with the standards of the PCAOB. Those standards
require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material
misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal
control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial
reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting.
Accordingly, we express no such opinion.

 Our audits included performing procedures to assess the risks of material misstatement of the
financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining,
on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting
principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.
We believe that our audits provide a reasonable basis for our opinion.

 /s/ Marcum LLP

 Marcum LLP

 We have served as the Company's
auditor since 2021.

 New York, NY

 F- 2

 BYNORDIC
ACQUISITION CORPORATION

 BALANCE SHEETS

 2024

 2023

 Assets

 Current assets:

 Cash

 $
 272,588

 $
 2,306,735

 Prepaid franchise tax

 78,593

 —

 Prepaid expenses and other current assets

 32,587

 34,818

 Total current assets

 383,768

 2,341,553

 Marketable securities held in Trust Account

 11,864,847

 39,516,637

 Total assets

 $
 12,248,615

 $
 41,858,190

 Liabilities, Commitments and Contingencies and Stockholders' Deficit

 Current liabilities:

 Accrued expenses and other current liabilities

 $
 298,650

 $
 72,319

 Excise tax payable

 295,573

 1,455,846

 Franchise tax payable

 —

 21,650

 Income taxes payable

 1,592

 25,139

 Deferred tax liability

 9,383

 36,946

 Promissory note – related party

 6,235,000

 4,935,000

 Due to related party

 207,500

 117,500

 Total current liabilities

 7,047,698

 6,664,400

 Deferred legal fee

 175,000

 175,000

 Deferred underwriters' discount

 6,037,500

 6,037,500

 Total liabilities

 $
 13,260,198

 $
 12,876,900

 Commitments and Contingencies (Note 6)

 Class A common stock subject to possible redemption, 1,007,796 and 3,586,272 shares at redemption value of $ 11.82 and $ 10.99 per share as of December 31, 2024 and 2023, respectively

 $
 11,916,287

 $
 39,424,354

 Stockholders' Deficit

 Preferred stock, $ 0.0001 par value; 1,000,000 shares authorized; none issued and outstanding

 —

 —

 Class A common stock, $ 0.0001 par value; 100,000,000 shares authorized; 2,940,000 and 940,000 issued and outstanding as of December 31, 2024 and 2023 (excluding 1,007,796 and 3,586,272 shares subject to possible redemption), respectively

 Class B common stock, $ 0.0001 par value; 10,000,000 shares authorized; 3,750,000 and 5,750,000 issued and outstanding as of December 31, 2024 and 2023, respectively

 Additional paid-in capital

 —

 —

 Accumulated deficit

 ( 12,928,539
)

 ( 10,443,733
)

 Total stockholders' deficit

 ( 12,927,870
)

 ( 10,443,064
)

 Total Liabilities, Commitments and Contingencies and Stockholders' Deficit

 $
 12,248,615

 $
 41,858,190

 The accompanying notes are an integral
part of the financial statements.

 F- 3

 STATEMENTS OF OPERATIONS

 For the Year Ended

 2024

 2023

 General and administrative support fees

 $
 120,000

 $
 120,000

 Insurance

 244,731

 210,624

 Franchise taxes

 71,827

 186,188

 Listing and filing fees

 146,281

 103,357

 Other operating costs

 871,543

 873,898

 Total operating costs

 ( 1,454,382
)

 ( 1,494,067
)

 Other income:

 Interest earned on cash and marketable securities held in Trust Account

 1,560,457

 6,153,996

 Income before provision for income taxes

 106,075

 4,659,929

 Provision for income taxes

 ( 312,612
)

 ( 1,253,240
)

 Net (loss) income

 $
 ( 206,537
)

 $
 3,406,689

 Basic and diluted weighted average shares outstanding, redeemable Class A common stock

 2,635,195

 12,083,988

 Basic and diluted net (loss) income per share, redeemable Class A common stock

 $
 ( 0.02
)

 $
 0.18

 Basic and diluted weighted average shares outstanding, non-redeemable Class A and Class B common stock (1)

 6,690,000

 6,690,000

 Basic and diluted net (loss) income per share, non-redeemable Class A and Class B common stock

 $
 ( 0.02
)

 $
 0.18

 (1)
 The prior period has been revised to conform to the current period presentation

 The accompanying notes are an integral
part of the financial statements.

 F- 4

 STATEMENTS OF CHANGES IN STOCKHOLDERS'
DEFICIT

 FOR THE YEAR ENDED DECEMBER 31, 2024
and 2023

 Class A
 Common Stock

 Class B
 Common Stock

 Additional
 Paid-in

 Accumulated

 Total
 Stockholders'

 Amount

 Amount

 Capital

 Deficit

 Deficit

 Balance – December 31, 2022

 940,000

 $

 5,750,000

 $

 $
 —

 $
 ( 5,337,938
)

 $
 ( 5,337,269
)

 Remeasurement of redeemable shares under ASC 480-10-S99

 —

 —

 —

 —

 —

 ( 7,056,638
)

 ( 7,056,638
)

 Excise tax payable attributable to redemption of common stock

 —

 —

 —

 —

 —

 ( 1,455,846
)

 ( 1,455,846
)

 Net income

 —

 —

 —

 —

 —

 3,406,689

 3,406,689

 Balance – December 31, 2023

 940,000

 $

 5,750,000

 $

 $
 —

 $
 ( 10,443,733
)

 $
 ( 10,443,064
)

 Conversion of Class B common stock to Class A common stock

 2,000,000

 ( 2,000,000
)

 ( 200
)

 —

 —

 —

 Excise tax payable attributable to redemption of common stock

 —

 —

 —

 —

 —

 ( 294,914
)

 ( 294,914
)

 Remeasurement of Class A common stock subject to redemption

 —

 —

 —

 —

 —

 ( 1,983,355
)

 ( 1,983,355
)

 Net loss

 —

 —

 —

 —

 —

 ( 206,537
)

 ( 206,537
)

 Balance – December 31, 2024

 2,940,000

 $

 3,750,000

 $

 $
 —

 $
 ( 12,928,539

)

 $
 ( 12,927,870
)

 The accompanying notes are an integral
part of the financial statements.

 F- 5

 STATEMENT OF CASH FLOWS

 For the Year Ended

 2024

 2023

 Cash Flows from Operating Activities:

 Net (loss) income

 $
 ( 206,537
)

 $
 3,406,689

 Adjustments to reconcile net (loss) income to net cash used in operating activities:

 Interest earned on marketable securities held in Trust Account

 ( 1,536,233
)

 ( 6,144,460
)

 Deferred taxes

 ( 27,563
)

 ( 90,084
)

 Changes in operating assets and liabilities:

 Prepaid expenses and other current assets

 2,231

 185,106

 Accrued expenses and other current liabilities

 226,331

 ( 167,648
)

 Excise tax payable

 ( 1,455,187
)

 —

 Taxes payable

 ( 123,790
)

 ( 553,749
)

 Due to related party

 90,000

 70,000

 Net cash used in operating activities

 ( 3,030,748
)

 ( 3,294,146
)

 Cash Flows from Investing Activities:

 Withdrawal from Trust Account

 528,161

 2,079,820

 Cash withdrawn from Trust Account in connection with redemptions

 29,491,422

 145,584,637

 Investment of cash in Trust Account

 ( 831,560
)

 ( 2,350,000
)

 Net cash provided by investing activities

 29,188,023

 145,314,457

 Cash Flows from Financing Activities:

 Redemption of Common Stock

 ( 29,491,422
)

 ( 145,584,637
)

 Proceeds from promissory note – related party

 1,300,000

 4,935,000

 Net cash used in financing activities

 ( 28,191,422
)

 ( 140,649,637
)

 Net Change in Cash

 ( 2,034,147
)

 1,370,674

 Cash – Beginning of year

 2,306,735

 936,061

 Cash – End of year

 $
 272,588

 $
 2,306,735

 Supplemental cash flow information

 Payment of federal income taxes

 $
 363,722

 $
 1,724,500

 Non-Cash investing and financing activities:

 Conversion of class B shares to class A shares

 $

 $
 —

 Remeasurement of Class A common stock subject to redemption

 $
 1,983,355

 $
 7,056,638

 Excise tax payable

 $
 294,914

 $
 1,455,846

 The accompanying notes are an integral
part of the financial statements

 F- 6

 NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS
OPERATIONS

 byNordic Acquisition Corporation (the "Company")
was incorporated in Delaware on December 27, 2019. The Company was formed for the purpose of effecting a merger, capital stock exchange,
asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the "Business Combination").

 The Company is not limited to a particular industry
or sector for purposes of consummating a Business Combination. The Company is an early stage and emerging growth company and, as such,
the Company is subject to all of the risks associated with early stage and emerging growth companies.

 As of December 31, 2024, the Company had not commenced
any operations. All activity for the period from December 27, 2019 (inception) through December 31, 2024, 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 generates 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
Initial Public Offering 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.

 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. To comply with Nasdaq rules the Company would need to
complete its 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.

 F- 7

 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 (anticipated to be $ 11.82 per Public Share, plus a pro rata share of any additional deposits
made to the Trust Account in connection with extensions of the period of time the Company has to complete a Business Combination and 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 seeks stockholder approval and 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 (as defined herein) that purchased Founder Shares in connection with the IPO (see
Note 6) have agreed to vote their Founder Shares (as defined in Note 5) 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.

 The Company had 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, paid 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 had 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").

 On May 8, 2023, the Company announced that its
Board of Directors elected to extend the date by which the Company has to consummate a Business Combination from May 11, 2023 to August
11, 2023 (the "Initial Extension") and the Company's Sponsor subsequently deposited $ 1,725,000 to the Trust Account
with respect to the Initial Extension.

 F- 8

 Stockholder Meetings

 At a special meeting on August 10, 2023, the stockholders
of the Company approved amendments to the Company's Amended and Restated Certificate of Incorporation (i) to eliminate the requirement
that the Company retain at least $ 5,000,001 of net tangible assets following the redemption of Public Shares in connection with a Business
Combination, and (ii) to extend the Combination Period from August 11, 2023 to February 12, 2024, or such earlier date as determined by
the Company's board of directors, in its sole discretion, and to allow the Company by resolution of the board without another stockholder
vote, to elect to extend the Combination Period by one additional month, for a total of six additional months, until August 12, 2024,
unless the closing of a Business Combination shall have occurred prior thereto. In connection with the amendments to the Amended and Restated
Certificate of Incorporation, the Company notified stockholders that the Company's Sponsor funded a deposit of $ 625,000 into the
Trust Account and that the Company would only exercise any monthly extension after February 12, 2024 if the Sponsor or one of its affiliates
or designees deposits into the Trust Account the lesser of $ 105,000 or $ 0.04 per outstanding Public Share with respect to each such extension.

 In connection with the August 2023 amendments
to the Company's Amended and Restated Certificate of Incorporation, 13,663,728 of the Public Shares were redeemed at a redemption
price of approximately $ 10.65 per share, or $ 145,585,000 in the aggregate, and approximately $ 38,211,000 remained in the Trust Account
following such redemptions.

 Along with the redemptions of the Company's
Public Shares, the Company recorded a 1 % excise tax liability of $ 1,455,846 on the balance sheet as of the redemption date. The liability
does not impact the statements of operations and offsets against additional paid-in capital or accumulated deficit if additional paid-in
capital is not available.

 At an annual meeting on August 7, 2024, the stockholders
of the Company approved amendments (the "August 2024 Amendments") to the Company's Amended and Restated Certificate
of Incorporation to permit the Board to extend the Combination Period by one month each time from August 12, 2024 to August 12, 2025,
or such earlier date as determined by the Board in its sole discretion, by depositing $ 40,312 for each such monthly extension to the Trust
Account, unless the closing of a Business Combination shall have occurred prior thereto. In connection with the August 2024 amendments
to the Company's Amended and Restated Certificate of Incorporation, 2,578,476 of the Public Shares were tendered for redemption
for $ 29,491,422 or approximately $ 11.44 per share.

 Along with the redemptions of the Company's
Public Shares, the Company recorded a 1 % excise tax liability of approximately $ 294,914 on the balance sheet as of the redemption date.
The liability does not impact the statements of operations and offsets against additional paid-in capital or accumulated deficit if additional
paid-in capital is not available.

 Further in connection with the annual meeting,
the stockholders of the Company approved amendments to the Company's Amended and Restated Certificate of Incorporation to provide
for the right of a stockholder of the Company's Class B Common Stock, par value $ 0.0001 per share, to convert into shares of the
Company's Class A Common Stock, par value $ 0.0001 per share on a one-for-one basis at any time, and from time to time, prior to
the closing of a Business Combination at the election of the holder.

 Following the August 10, 2024 annual meeting,
the Sponsor, byNordic Holdings and byNordic Holdings II converted an aggregate of 2,000,000 of their shares of Class B common
stock into shares of Class A common stock on a one-for-one basis (the "Conversion"). Such converted shares of Class A
common stock are not entitled to receive funds from the Trust Account through redemptions or otherwise and will remain subject to the
existing transfer restrictions. After giving effect to the redemptions in August 2024 and the Conversion, the Company had 3,947,796 shares
of Class A common stock (including 2,000,000 converted shares of Class B common stock) and 3,750,000 shares of Class
B common stock outstanding.

 Since December 31, 2024, until the filing of this Form 10-K, the Company
has deposited an aggregate of $ 120,936 to the Trust Account to extend the Combination Period to April 12, 2025.

 F- 9

 Promissory Notes

 On May 9, 2023, the Company issued a convertible
promissory note to the Sponsor for $ 1,725,000 in connection with the Sponsor's funding of the Initial Extension (the "Initial
Extension Loan"), and on May 12, 2023, the Company issued a convertible promissory note to the Sponsor for $ 775,000 in connection
with the Sponsor's funding of the Company's working capital needs (the "Initial Working Capital Loan").

 In August 2023, the Company issued to the Sponsor
a convertible promissory note in the amount of $ 625,000 (the "Additional Extension Loan") in connection with the Sponsor's
funding of an extension deposit to the Trust Account and a convertible promissory note in the principal amount of $ 710,000 (the "Additional
Working Capital Loan") to provide the Company with additional working capital, of which $ 110,000 was funded on August 10, 2023 and
$ 600,000 is available for future borrowings.

 In December 2023, the Company issued a promissory
note in the principal amount of $ 1,700,000 (the "December 2023 Note") to DDM Debt AB (the "DDM"), an affiliate
of the Sponsor. The proceeds of the borrowing under the December 2023 Note were used to provide the Company with general working capital.

 The Company obtained additional loans from DDM
in the amount of $ 300,000 and $ 200,000, respectively, pursuant to promissory notes issued in April 2024 (the "April 2024 Note")
and June 2024 (the "June 2024 Note"). (See Note 5).

 In August and September 2024, the Company issued
promissory notes in the principal amount of $ 200,000 (the "August 2024 Note") and $ 300,000 (the "September 2024 Note"),
respectively, to DDM. The proceeds of the borrowings under the August 2024 Note and September 2024 Note will be used to provide the Company
with general working capital. The notes are not convertible into securities of the Company and are due upon the consummation of a Business
Combination.

 In December 2024 and January 2025, the Company
issued promissory notes in the principal amount of $ 300,000 (the "December 2024 Note") and $ 400,000 (the "January 2025
Note"), respectively, to DDM. The proceeds of the borrowings under the December 2024 Note and January 2025 Note will be used to
provide the Company with general working capital. The notes are not convertible into securities of the Company, bear no interest, and
are due upon the consummation of a Business Combination.

 Together, the Initial Extension Loan, the Initial
Working Capital Loan, the Additional Extension Loan, the Additional Working Capital Loan are sometimes referred to herein, collectively,
as the "Convertible Promissory Notes." The December 2023 Note, the April 2024 Note, the June 2024 Note, the August 2024 Note,
the September 2024 Note, the December 2024 Note and the January 2025 Note are sometimes referred to herein, collectively, as the "Non-convertible
Promissory Notes."

 Neither the Convertible Promissory Notes or the
Non-convertible Promissory Notes bear interest and are due upon consummation of a Business Combination. If the Company completes a Business
Combination, the Company would expect to repay the Convertible Promissory Notes and the Non-convertible Promissory Notes from funds that
are released to the Company from the Trust Account. At the option of the holder of the Convertible Promissory Notes, the holder has the
option to convert all or a portion of the Convertible Promissory Notes into Private Shares at a price of $ 10.00 per Private Share, which
Private Shares will be identical to the Private Shares described herein (Note 5).

 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 $ 10.30 redemption price
per Public Share (following the Company's Initial Extension).

 F- 10

 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) $ 10.30 per Public Share following the exercise of the Company's
Initial Extension) 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 $ 10.30 per share, due to reductions in the value of the Trust Account 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.

 Since May 8, 2023 when the Company announced that its Board of Directors
elected to extend the date by which the Company has to consummate a Business Combination until the filing of this Form 10-K, the Company
has deposited an aggregate of $ 3,302,496 to the Trust Account to extend the Combination Period to April 12, 2025.

 At December 31, 2024, the Company had withdrawn and paid to tax authorities
$ 51,429 from the Trust Account in excess of taxes incurred. In November 2024, $ 79,000 was paid to the Internal Revenue Service for the
Company's income taxes.

 Non-binding Letter of Intent

 On August 6, 2024, the Company announced via a
press release announcing that it had signed a non-binding letter of intent ("LOI") with Sivers Semiconductors AB ("Sivers",
STO: SIVE), a leading supplier of wireless and photonic integrated chips and modules for communications and sensor solutions. The LOI
outlined the intention to merge Sivers' wholly owned subsidiary, Sivers Photonics Ltd ("Sivers Photonics"), with the
Company, with plans to enter into a definitive agreement subject to certain conditions.

 On November 11, 2024, Sivers issued a press release
indicating that its board of directors had decided to pause discussions regarding the proposed business combination. Following this communication,
the Company has suspended active discussions regarding the potential transaction and is now exploring other candidates for a business
combination.

 Notice of Delisting or Failure to Satisfy
a Continued Listing Rule or Standard

 On April 10, 2024, The Nasdaq Stock Market LLC
("Nasdaq") notified the Company that it did not comply with the minimum 400 total shareholders requirement for continued inclusion
set forth in Nasdaq's Listing Rule 5450(a)(2) (the "Rule"). The Company submitted a plan of compliance on May 24, 2024
demonstrating how it would cure the deficiency in compliance.

 On September 5, 2024, Nasdaq notified the Company
that it had regained compliance with the minimum 400 total shareholders requirement under the Rule. The Company is in compliance with
the Nasdaq Rule and its securities continue to be listed and traded on The Nasdaq Stock Market.

 Risks and Uncertainties

 Geopolitical events, including the Russian invasion of Ukraine, the
Israel-Hamas war and increased hostilities in the Middle East region, have had a material adverse effect on financial and business conditions
in Europe in a manner that could materially and adversely affect the business and prospects of potential targets for our initial Business
Combination. These circumstances could reduce the number of attractive targets for our initial business combination, increase the cost
of our initial Business Combination and delay or prevent us from completing our initial Business Combination.

 F- 11

 On February 24, 2022, the Russian Federation launched
an invasion of Ukraine, and on October 7, 2023, Israel declared war against Hamas. These conflicts have continued to escalate without
any resolution foreseeable in the near future with the short and long-term impact on financial and business conditions in Europe remaining
highly uncertain. As a result of the invasion of Ukraine, 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 Russian Federation could resort to cyberattacks and other action that impact businesses across Europe including
those without any direct business ties to the Russian Federation. The continuing geopolitical uncertainty relating to the Israel-Hamas
war, other conflicts in the Middle East, terrorist attacks or other hostile acts, civil unrest, including demonstrations and protests,
regionally, in Europe or the United States, could cause further damage or disruption to international commerce and the global economy,
and thus have a material 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 stockholders 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 authority to provide regulations and other guidance to carry out, and prevent the abuse or avoidance of, the excise tax; however,
only limited guidance has been issued to date. On December 27, 2022, the Treasury published Notice 2023-2 as interim guidance
until the publication of forthcoming proposed regulations on the excise tax. Nevertheless, it remains uncertain whether, and/or to what
extent, the excise tax could apply to redemptions of the Company's Class A Common Stock, including any redemptions in connection
with a Business Combination, or in the event the Company does not consummate a Business Combination.

 Whether and to what extent the Company would be
subject to the Excise Tax will depend on a number of factors, including (i) whether the redemption is treated as a repurchase of
stock for purposes of the Excise Tax, (ii) the fair market value of the redemptions treated as repurchases in connection with a Business
Combination, (iii) the structure of a Business Combination and whether any such transaction closes, (iv) the nature and amount
of any private investment in public equity ("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), (v)
whether we consummate a Business Combination, and (vi) the content of regulations and other guidance issued by the Treasury. It is
possible that the Company will be subject to the Excise Tax with respect to any subsequent redemptions, including redemptions in connection
with the Business Combination, that are treated as repurchases for this purpose (other than, pursuant to recently issued guidance from
the Treasury, redemptions in complete liquidation of the Company). As mentioned, the Excise Tax is imposed on the repurchasing corporation
itself, not the stockholders from which stock is repurchased. The imposition of the Excise Tax (including as a result of public stockholders
electing to exercise their redemption rights in connection with an Business Combination) could, however, reduce the amount of cash available
to the Company to pay redemptions (or the cash contribution to the target business in connection with our Business Combination, which
could hinder the Company's ability to complete a Business Combination or cause the other stockholders of the combined company to
economically bear the impact of such Excise Tax).

 During the second quarter, the IRS issued final regulations with respect
to the timing and payment of the excise tax. Pursuant to those regulations, the Company was required to file a return and remit payment
for any liability incurred during the period from January 1, 2023 to December 31, 2023 on or before October 31, 2024.

 In October 2024, the Company filed its excise tax return and paid $ 1,455,187
arising from the redemption of Public Shares in August 2023. Along with the redemption of the Company's Public Shares in August
2024, the Company recorded a 1 % tax liability of approximately $ 294,914 on the balance sheet as of the redemption date.

 F- 12

 Liquidity, Capital Resources and Going Concern

 As of December 31, 2024, the Company had cash of $ 272,588 not held
in the Trust Account and a working capital deficit of $ 6,663,930.

 The Company has entered into the Convertible Promissory
Notes and Non-convertible Promissory Notes and as of December 31, 2024 borrowed $ 6,235,000 to be used to extend the Combination Period
and for general working capital purposes (Note 5).

 Under the Company's Amended and Restated Certificate of Incorporation,
the Board of Directors of the Company has the ability to extend the Business Combination period on a monthly basis through August 12,
2025 by causing $ 40,312 to be deposited to the Company's Trust Account with respect to each such extension. The Company currently
has until April 12, 2025 or the end of any further extension period to consummate a Business Combination. Any extension beyond August
12, 2025 would require an amendment to the Company's Amended and Restated Certificate of Incorporation. It is uncertain that the
Company will be able to consummate a Business Combination by August 12, 2025 or such later date to which the Business Combination period
may be extended. If a Business Combination is not consummated by August 12, 2025 or during any further extension period, there will be
a mandatory liquidation and subsequent dissolution.

 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 (i) uncertainty with respect to the Company's ability to obtain the cash needed to fund professional fees and other expenses
related to its target search activities, SEC reports, tax returns, Nasdaq listing, trust and stock transfer administration and other business
and corporate activities, and trust deposits required for further extensions to the Combination Period, and (ii) the mandatory liquidation
and subsequent dissolution, should the Company be unable to complete a Business Combination by the end of the Combination Period, raises
substantial doubt about the Company's ability to continue as a going concern. No adjustments have been made to the carrying amounts
of assets or liabilities should the Company be required to liquidate after August 12, 2025 or at the end of any further extension period.

 NOTE 2. SUMMARY OF SIGNIFICANT
ACCOUNTING POLICIES

 Basis of Presentation

 The accompanying financial statement
is presented in conformity with accounting principles generally accepted in the United States of America ("GAAP") and pursuant
to the rules and regulations of the SEC.

 Segment Reporting

 The Company complies with ASU 2023-07,
Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures (ASU 2023-07), which improves reportable segment disclosure
requirements, primarily through enhanced disclosures about significant segment expenses among other disclosure requirements. The Company
adopted ASU 2023-07 on January 1, 2024. The amendments will be applied retrospectively to all prior periods presented in the financial
statements (see Note 9).

 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.

 F- 13

 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 December 31, 2024 and 2023, 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 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 December 31, 2024 and
2023. The Company held $ 272,588 and $ 2,306,735 in cash as of December 31, 2024 and 2023, respectively. Included in the cash as of December
31, 2024, is $ 51,429 of excess withdrawals from the Trust Account restricted for the payment of taxes.

 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 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.

 F- 14

 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 their short-term nature.

 Fair value is defined as the price that would
be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement
date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives
the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the
lowest priority to unobservable inputs (Level 3 measurements). The Company's financial instruments are classified as either Level
1, Level 2 or Level 3. These tiers include:

 Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets;

 Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and

 Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

 Derivative Financial Instruments

 The Company evaluates its financial instruments
to determine if such instruments are derivatives or contain features that qualify as derivatives in accordance with ASC Topic 815, "Derivatives
and Hedging". For derivative financial instruments that are accounted for as liabilities, the derivative instruments are initially
recorded at fair value on the grant date and re-valued at each reporting date, with changes in the fair value reported in the statements
of operations. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as
equity is evaluated at the end of each reporting period. Derivative assets and liabilities are classified in the balance 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.

 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 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 December 31, 2024 and 2023, the Company's deferred
tax asset had a full valuation allowance recorded against it. Our effective tax rates were 294.7 % and 26.9 % for the year ended December
31, 2024 and 2023, respectively. The effective tax rate differs from the statutory tax rate of 21 % for the year ended December 31, 2024
and 2023, due to the valuation allowance on the deferred tax assets.

 F- 15

 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 December 31, 2024 and 2023. 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.

 Net (Loss) Income per Common Share

 The Company has two classes of shares, which are
referred to as redeemable Class A Common Stock and non-redeemable Class A Common Stock and Class B Common Stock. Earnings and losses are
shared pro rata between the two classes of stock. For purposes of computing diluted earnings per share, the weighted-average shares outstanding
of common stock reflects the dilutive effect that could occur if convertible securities or other contracts to issue common stock were
converted into or exercised for common stock as of the beginning of the period in which the conditions were satisfied (or as of the date
of the contingent stock agreement, if later). The calculation of diluted net (loss) income per share does not consider the effect of the
warrants issued in connection with the IPO or exercise of over-allotment since the exercise of the warrants would be anti-dilutive. The
warrants are exercisable to purchase 8,625,000 shares of Class A Common Stock in the aggregate. At December 31, 2024 and 2023, the Company
did not have any other dilutive securities and other contracts that could, potentially, be exercised or converted into common stock and
then share in the earnings of the Company. Remeasurement associated with the redeemable shares of Class A Common Stock to redemption value
is excluded from earnings per share as the redemption value approximates fair value.

 The following table reflects the calculation of
basic and diluted net (loss) income per common share (in dollars, except per share amounts):

 For the Year Ended December 31,

 2024

 2023

 Redeemable
 Class A

 Non-Redeemable
 Class A and
 Class B

 Redeemable
 Class A

 Non-Redeemable
 Class A and
 Class B

 Basic and diluted net (loss) income per common share (1)

 Numerator:

 Allocation of net (loss) income

 $
 ( 58,365
)

 $
 ( 148,172
)

 $
 2,192,735

 $
 1,213,954

 Denominator:

 Basic and diluted weighted average shares outstanding

 2,635,195

 6,690,000

 12,083,988

 6,690,000

 Basic and diluted net (loss) income per common share

 $
 ( 0.02
)

 $
 ( 0.02
)

 $
 0.18

 $
 0.18

 (1)
 The prior period has been revised to conform to the current period presentation

 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 are 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.

 F- 16

 The Company recognizes changes in redemption value
immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting
period. Increases or decreases in the carrying amount of redeemable common stock are affected by charges against additional paid-in-capital
(to the extent available) and accumulated deficit.

 As December 31, 2024 and 2023, the amount of public
common stock reflected on the balance sheet are reconciled in the following table:

 Class A common stock subject to possible redemption

 Amount

 December 31, 2022

 17,250,000

 $
 177,952,353

 Less:

 Redemptions

 ( 13,663,728
)

 ( 145,584,637
)

 Add:

 Remeasurement adjustment on redeemable common stock

 —

 7,056,638

 December 31, 2023

 3,586,272

 $
 39,424,354

 Less:

 Redemptions

 ( 2,578,476
)

 ( 29,491,422
)

 Add:

 Remeasurement adjustment on redeemable common stock

 —

 1,983,355

 December 31, 2024

 1,007,796

 $
 11,916,287

 Recent Accounting Pronouncements

 In December 2023, the FASB issued ASU 2023-09,
Income Taxes (Topic 740): Improvements to Income Tax Disclosures (ASU 2023-09), which requires disclosure of incremental income tax information
within the rate reconciliation and expanded disclosures of income taxes paid, among other disclosure requirements. ASU 2023-09 is effective
for fiscal years beginning after December 15, 2024. Early adoption is permitted. The Company's management does not believe the adoption
of ASU 2023-09 will have a material impact on its financial statements and disclosures.

 In November 2023, the FASB issued ASU 2023-07, Segment
Reporting (Topic 280): Improvements to Reportable Segment Disclosures. The amendments in this ASU require disclosures,
on an annual and interim basis, of significant segment expenses that are regularly provided to the chief operating officer decision maker
("CODM"), as well as the aggregate amount of other segment items included in the reported measure of segment profit or loss.
The ASU requires that a public entity disclose the title and position of the CODM and an explanation of how the CODM uses the
reported measure(s) of segment profit or loss in assessing segment performance and deciding how to allocate resources. Public entities
will be required to provide all annual disclosures currently required by Topic 280 in interim periods, and entities with a single
reportable segment are required to provide all the disclosures required by the amendments in this ASU and existing segment disclosures
in Topic 280. This ASU is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal
years beginning after December 15, 2024, with early adoption permitted. The Company adopted ASU 2023-07 on January 1, 2024. The amendments
will be applied retrospectively to all prior periods presented in the financial statements. The adoption of ASU 2023-07 has not had a
material impact on the Company's consolidated financial statements and disclosures.

 The Company's management does not believe
that any other recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying
financial statements.

 F- 17

 NOTE 3. WARRANTS

 As of December 31, 2024 and 2023, 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.

 The Company has agreed that as soon as practicable,
but in no event later than 15 days, after the closing of a Business Combination, it will use its best efforts to file with the SEC a registration
statement for the registration under the Securities Act of the shares of Class A Common Stock issuable upon exercise of the warrants and
thereafter will use its reasonable best efforts to cause the same to become effective within 60 business days following the Business Combination
and to maintain a current prospectus relating to the Class A Common Stock issuable upon exercise of the warrants, until the expiration
of the warrants in accordance with the provisions of the warrant agreement. If a registration statement covering the shares of Class A
Common Stock issuable upon exercise of the warrants is not effective by the 60 th 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 respect to such warrants. Accordingly, the warrants may expire worthless.

 F- 18

 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 December 31, 2024, 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.

 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 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).

 F- 19

 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.

 Sponsor Notes

 On May 9, 2023, the Company received the Initial
Extension Loan with a principal amount of $ 1,725,000 from the Sponsor and on May 12, 2023, the Company received the Initial Working Capital
Loan with a principal amount of $ 775,000 from the Sponsor. Additionally, on August 10, 2023, the Company issued two promissory notes to
the Sponsor in the aggregate amount of $ 1,335,000 in consideration of the Additional Extension Loan and the Additional Working Capital
Loan (the "August 2023 Notes"). The notes are non-interest-bearing and mature upon the earlier of the closing of a Business
Combination or certain enumerated events of default. If the Company completes the Business Combination, the Company would expect to repay
the notes from funds that are released to the Company from the Trust Account or, at the option of the Sponsor, convert all or a portion
of the notes 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 the notes only from funds held outside
of the Trust Account.

 DDM Debt AB

 On December 15, 2023, the Company issued the December 2023 Note in
the principal amount of $ 1,700,000 to DDM, an affiliate of the Company's sponsor. The December 2023 Note will be used
to provide the Company with general working capital. The December 2023 Note bears no interest and is payable in full upon the consummation
of the Company's initial Business Combination (the "Maturity Date"). A failure to pay the principal on the Maturity
Date shall be deemed an event of default, in which case the December 2023 Note may be accelerated. If the Company completes the Business
Combination, the Company would expect to repay the December 2023 Note from funds that are released to the Company from the Trust Account.
If the Company does not complete a Business Combination, the Company will repay the December 2023 Note only from funds held outside of
the Trust Account

 On April 10, 2024, the Company issued the April
2024 Note in the principal amount of $ 300,000 to DDM, an affiliate of the Company's Sponsor. The proceeds of the April 2024 Note
will be used to provide the Company with general working capital. The April 2024 Note bears no interest and is payable in full upon the
consummation of the Company's initial Business Combination (the "Maturity Date"). A failure to pay the principal on
the Maturity Date shall be deemed an event of default, in which case the April 2024 Note may be accelerated. If the Company does not consummate
an initial Business Combination, the April 2024 Note will be repaid solely to the extent the Company has funds available outside its Trust
Account established in connection with the Company's Initial Public Offering.

 On June 17, 2024, the Company issued the June
2024 Note in the principal amount of $ 200,000 to DDM, an affiliate of the Company's Sponsor. The proceeds of the June 2024 Note
will be used to provide the Company with general working capital. The June 2024 Note bears no interest and is payable in full upon the
consummation of the Company's initial Business Combination (the "Maturity Date"). A failure to pay the principal on
the Maturity Date shall be deemed an event of default, in which case the June 2024 Note may be accelerated. If the Company does not consummate
an initial Business Combination, the June 2024 Note will be repaid solely to the extent the Company has funds available outside its Trust
Account established in connection with the Company's Initial Public Offering.

 In August and September 2024, the Company issued the August 2024 Note
in the principal amount of $ 200,000 and the September 2024 Note in the principal amount of $ 300,000, respectively, to DDM. The proceeds
of the borrowings under the August 2024 Note and September 2024 Note will be used to provide the Company with general working capital.
The notes are not convertible into securities of the Company, bear no interest, and are due upon the consummation of a Business Combination.

 F- 20

 In December 2024 and January 2025, the Company
issued promissory notes in the principal amount of $ 300,000 (the "December 2024 Note") and $ 400,000 (the "January 2025
Note"), respectively, to DDM. The proceeds of the borrowings under the December 2024 Note and January 2025 Note will be used to
provide the Company with general working capital. The notes are not convertible into securities of the Company, bear no interest, and
are due upon the consummation of a Business Combination.

 The Company accounts for its Convertible Promissory Notes due the Sponsor
under ASC Topic 470 "Debt". As such, the debt is reported at its carrying value. Additionally, the economic characteristics
and risks of the conversion options embedded in the debt instruments are considered a derivative. However, under ASC Topic 815 the embedded
conversion option qualifies for a scope exception from being bifurcated from the debt instrument. As a result, the conversion option is
not bifurcated from the convertible notes.

 As of December 31, 2024 and 2023, the Company
had an aggregate of $ 6,235,000 and $ 4,935,000, respectively, outstanding balance under the Convertible Promissory Notes and the Non-convertible
Promissory Notes.

 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 year ended December 31, 2024
and 2023, the Company incurred $ 120,000, of which $ 207,500 and $ 117,500, respectively, is recorded as due to the Sponsor in the balance
sheets.

 Due to Related Party

 In order to facilitate payments for the Company,
parties related to the Company may make payments on behalf of the Company. These amounts due to the related party are non-interest bearing
and are due on demand. At December 31, 2024 and 2023, excluding the promissory notes to the Sponsor or its affiliates that were outstanding
at December 31, 2024 and 2023, the Company owed related parties $ 207,500 and $ 117,500, respectively, including administrative support
fees owed to the Sponsor.

 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, 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.

 In 2023, the Company entered into multiple loans
with the Sponsor or its affiliates. At December 31, 2024 and 2023, there was $ 6,235,000 and $ 4,935,000, respectively, related to these
loans outstanding, of which $ 3,235,000 may be convertible into Private Shares at a price of $ 10.00 per Private Share. The Private Shares
will be identical to the Private Shares described herein. Additionally, at December 31, 2024 and 2023, the Company had $ 3,000,000 and
$ 1,700,000, respectively, outstanding to an affiliate of the Sponsor that may not be converted into Private Shares.

 The Company's Working Capital Loans have
an embedded conversion feature determined to be a derivative in accordance with ASC 815-15. The Company determined that the conversion
feature should not be bifurcated and accounted for as a derivative.

 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).

 F- 21

 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.

 Underwriter's Agreement

 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.

 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.

 F- 22

 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.

 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 December 31, 2024 and 2023, there were no shares
of preferred stock issued or outstanding.

 Following the August 7, 2024, annual meeting,
the Sponsor, byNordic Holdings and byNordic Holdings II converted an aggregate of 2,000,000 of their shares of Class B common
stock into shares of Class A common stock on a one-for-one basis (the "Conversion"). Such converted shares of Class A
common stock are not entitled to receive funds from the Trust Account through redemptions or otherwise and will remain subject to the
existing transfer restrictions. After giving effect to the redemptions in August 2024 and the Conversion, the Company had 3,947,796 shares
of Class A common stock (including 2,000,000 converted shares of Class B common stock) and 3,750,000 shares of Class
B common stock 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 December 31, 2024 and 2023, there were 2,940,000 and 940,000 shares of Class A Common
Stock issued and outstanding, respectively, (excluding 1,007,796 and 3,586,272 shares subject to possible redemption), respectively.

 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. At December 31, 2024 and 2023, there were 3,750,000 and 5,750,000
Founder Shares issued and outstanding, respectively.

 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).

 F- 23

 NOTE 8. INCOME TAX

 The Company's net deferred tax liability at December
31, 2024 and 2023 are as follows:

 2024

 2023

 Deferred tax assets (liability)

 Organizational costs/Startup expenses

 $
 745,861

 $
 455,524

 Unrealized gain – Trust

 ( 9,383
)

 ( 36,946
)

 Total deferred tax assets (liability)

 736,478

 418,578

 Valuation Allowance

 ( 745,861
)

 ( 455,524
)

 Deferred tax assets (liability), net of allowance

 $
 ( 9,383
)

 $
 ( 36,946
)

 The income tax provision for the year
ended December 31, 2024 and 2023 consists of the following:

 2024

 2023

 Federal

 Current

 $
 340,175

 $
 1,343,324

 Deferred

 ( 317,899
)

 ( 364,739
)

 State and Local

 Change in valuation allowance

 290,336

 274,655

 Income tax provision

 $
 312,612

 $
 1,253,240

 As of December 31, 2024 and 2023, the Company had no U.S.
federal net operating loss carryovers and no state net operating loss carryovers available to offset future taxable
income.

 In assessing the realization of the deferred tax assets,
management considers whether it is more likely than not that some portion of all of the deferred tax assets will not be realized. The
ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary
differences representing net future deductible amounts become deductible. Management considers the scheduled reversal of deferred tax
liabilities, projected future taxable income and tax planning strategies in making this assessment. After consideration of all of the
information available, management believes that significant uncertainty exists with respect to future realization of the deferred tax
assets and has therefore established a full valuation allowance. For the year ended December 31, 2024 and 2023, the change in the valuation
allowance was $ 290,336 and $ 274,655, respectively.

 A reconciliation of the federal income tax rate to the Company's
effective tax rate at December 31, 2024 and 2023 is as follows:

 2024

 2023

 Statutory federal income tax rate

 21.0
 %

 21.0
 %

 Change in valuation allowance

 273.7
 %

 5.9
 %

 Income tax provision

 294.7
 %

 26.9
 %

 The Company files income tax returns
in the U.S. federal jurisdiction in various state and local jurisdictions and is subject to examination by the various taxing authorities.

 F- 24

 NOTE 9 — SEGMENT INFORMATION

 ASC Topic 280, "Segment Reporting,"
establishes standards for companies to report in their financial statement information about operating segments, products, services, geographic
areas, and major customers. Operating segments are defined as components of an enterprise for which separate financial information
is available that is regularly evaluated by the Company's chief operating decision maker, ("CODM") or group, in deciding
how to allocate resources and assess performance.

 The Company's CODM has been identified as
the Chief Financial Officer who reviews the operating results for the Company as a whole to make decisions about allocating resources
and assessing financial performance. Accordingly, management has determined that the Company only has one operating segment.

 When evaluating the Company's performance
and making key decisions regarding resource allocation the CODM reviews several key metrics, which include the following:

 For the Year
 Ended
 2024

 For the Year
 Ended
 2023

 Operating costs

 $
 ( 1,454,382
)

 $
 ( 1,494,067
)

 Interest earned on cash and marketable securities held in Trust Account

 $
 1,560,457

 $
 6,153,996

 The key measures of segment profit or loss reviewed
by our CODM are interest earned on cash and marketable securities held in Trust Account and operating costs. The CODM reviews interest
earned on cash and marketable securities held in Trust Account to measure and monitor stockholder value and determine the most effective
strategy of investment with the Trust Account funds while maintaining compliance with the trust agreement. Operating costs are reviewed
and monitored by the CODM to manage and forecast cash to ensure enough capital is available to complete a Business Combination within
the Combination Period. The CODM also reviews operating costs to manage, maintain and enforce all contractual agreements to ensure costs
are aligned with all agreements and budget.

 NOTE 10. SUBSEQUENT EVENTS

 The Company evaluated subsequent events
and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. Based upon this
review, the Company did not identify any subsequent events, other than disclosed in the Notes or as described below, that would have required
adjustment or disclosure in the financial statements.

 On January 8, 2025 and March 7, 2025 the Company
issued promissory notes in the principal amount of $ 400,000 and $ 250,000, respectively, to DDM Debt AB, an affiliate of Water by Nordic
AB, the Company's sponsor. The proceeds of the Notes will be used to provide the Company with general working capital.

 F- 25

 The Notes bear no interest and are payable
in full upon the consummation of the Company's initial business combination. A failure to pay the principal on the maturity date
shall be deemed an event of default, in which case the Notes may be accelerated. If the Company does not consummate an initial business
combination, the Notes will be repaid solely to the extent the Company has funds available outside its trust account established in connection
with the Company's initial public offering.

 On February 11, 2025
the Company received a letter from the Listing Qualifications Department of The Nasdaq Stock Market stating that the staff
of Nasdaq determined that: the Company's securities would be delisted from Nasdaq, and trading of the Company's Class A common
stock, warrants, and units will be suspended at the opening of business on February 18, 2025, and a Form 25-NSE will be filed with the
Securities and Exchange Commission, which will remove the Company's securities from listing and registration on Nasdaq pursuant
to Nasdaq Listing Rule IM-5101-2. Under Rule IM-5101-2, purpose acquisition company must complete one or more business combinations within
36 months of the effectiveness of its initial public offering registration statement. Since the Company failed to complete its initial
business combination by February 8, 2025, the Company did not comply with Rule IM-5101-2, and its securities became subject to delisting.

 The Company could have
appealed the Nasdaq staff's determination to a hearings panel, pursuant to the procedures set forth in the Nasdaq Listing Rule 5800
Series. However, the staff noted that pursuant to Nasdaq Listing Rule 5815(c)(1)(H), in the case of a Company whose business plan
is to complete one or more acquisitions, as described in Rule IM-5101-2, where the staff's delisting determination letter issued
is based on a failure to satisfy the requirement set forth in Rule IM-5101-2(b) to complete one or more business combinations within 36
months of the effectiveness of its IPO registration statement, the panel may only reverse a delisting decision where the panel determines
that the staff delisting determination letter was in error and that the Company never failed to satisfy the requirement.

 The Company elected not to appeal Nasdaq's determination to delist
the Company securities and accordingly, the Company's securities were suspended from trading on Nasdaq at the opening of business
on February 18, 2025. The Company's units, common stock and warrants commenced trading on the over-the-counter market on February
18, 2025.

 Extension of Business
Combination Period to April 12, 2025

 As previously disclosed, on August 7, 2024,
BYNO held an annual meeting of stockholders to consider, among other things, proposals to amend BYNO's amended and restated certificate
of incorporation in order to extend the time the Company has to complete its initial business combination from August 12, 2024 to August
12, 2025, or such earlier date as determined by the Company's board of directors, in its sole discretion, and to allow the Company,
without another stockholder vote, to elect to extend the termination date by one additional month, for a total of twelve additional months,
until August 12, 2025, unless the closing of BYNO's initial business combination shall have occurred prior thereto.

 In January, February, and March, 2025, the
Company funded monthly extensions previously approved by the board by depositing $ 40,312 into the Trust Account for each extension, thereby
extending the time available to the Company to consummate its initial business combination April 12, 2025.

 F- 26

 EXHIBIT

 Exhibit

No.

 Description

 3.1

 Charter Amendment to the Amended and Restated Certificate of Incorporation of byNordic Acquisition Corporation dated August 8, 2024 (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed with the Securities & Exchange Commission on August 9, 2024)

 4.1

 Description of Registered Securities.*

 10.1

 Promissory Note, dated April 10, 2024 (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the Securities & Exchange Commission on April 12, 2024)

 10.2

 Promissory Note, dated June 17, 2024 (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the Securities & Exchange Commission on June 17, 2024)

 10.3

 Promissory Note, dated August 5, 2024 (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the Securities & Exchange Commission on August 9, 2024)

 10.4

 Promissory Note, dated September 24, 2024 (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the Securities & Exchange Commission on September 30, 2024)

 19.1

 Insider Trading Policy*

 31.1

 Certification of the Principal Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*

 31.2

 Certification of the Principal Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*

 32.1

 Certification of the Principal Executive Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.**

 32.2

 Certification of the Principal Financial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.**

 byNordic Acquisition Corporation Clawback Policy (incorporated by reference to Exhibit 97 to the Annual Report on Form 10-K filed with the Securities & Exchange Commission on April 2, 2024)

 101.INS

 101.SCH

 101.CAL

 101.DEF

 101.LAB

 101.PRE

 *
 Filed herewith.

 **
 Furnished herewith

 SIGNATURES

 Pursuant to the requirements of Section 13 or 15(d)
of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto
duly authorized.

 By:

 /s/ Michael Hermansson

 Name:

 Michael Hermansson

 Title:

 Chief Executive Officer

 (Principal Executive Officer)

 Pursuant to the requirements of the Securities
Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the Registrant and in the capacities and
on the dates indicated.

 Name

 Position

 Date

 /s/ Jonas Olsson

 Chairman of the Board

 Jonas Olsson

 /s/ Michael Hermansson

 Chief Executive Officer

 Michael Hermansson

 (Principal Executive Officer)

 /s/ Thomas Fairfield

 Chief Financial Officer and Chief Operating Officer

 Thomas Fairfield

 (Principal Financial and Accounting Officer)

 /s/ Anna Yukiko Bickenbach

 Director

 Anna Yukiko Bickenbach

 /s/ Anders Norlin

 Director

 Anders Norlin

 /s/ Fredrik Elmberg

 Director

 Fredrik Elmberg

 /s/ Steven Wasserman

 Director

 Steven Wasserman

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