Thomas Fairfield - Feb 8, 2022 Form 3 Insider Report for byNordic Acquisition Corp (BYNO)

Role: CFO, COO and Secretary
Signature: /s/ Thomas Fairfield
Stock symbol: BYNO
Transactions as of: Feb 8, 2022
Transactions value $: $0
Form type: 3
Date filed: 2/18/2022, 01:12 PM

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
holding	BYNO	Class B Common Stock							Feb 8, 2022	Class A Common Stock	66.7K		Direct	F1, F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	As described in the issuer's registration statement on Form S-1 (File No. 333-248488) (the "Registration Statement") under the heading "Description of Securities--Founder Shares," the shares of Class B Common Stock, par value $0.0001 per share ("Class B Common Stock"), will automatically be converted into shares of Class A Common Stock, par value $0.0001 per share ("Class A Common Stock"), at the time of the issuer's initial business combination, on a one-for-one basis, subject to certain adjustments described therein and have no expiration date.
F2	These shares represent Class B Common Stock held by Thomas Fairfield that were acquired pursuant to a Securities Assignment Agreement by and between Water by Nordic AB and Thomas Fairfield after giving effect to subsequent stock dividends on such Class B Common Stock. The Class B Common Stock held Thomas Fairfield includes up to 8,705 shares that are subject to forfeiture in the event the underwriters of the issuer's initial public offering do not exercise in full their over-allotment option as described in the issuer's Registration Statement.

Content

As described in the issuer's registration statement on Form S-1 (File No. 333-248488) (the "Registration Statement") under the heading "Description of Securities--Founder Shares," the shares of Class B Common Stock, par value $0.0001 per share ("Class B Common Stock"), will automatically be converted into shares of Class A Common Stock, par value $0.0001 per share ("Class A Common Stock"), at the time of the issuer's initial business combination, on a one-for-one basis, subject to certain adjustments described therein and have no expiration date.

These shares represent Class B Common Stock held by Thomas Fairfield that were acquired pursuant to a Securities Assignment Agreement by and between Water by Nordic AB and Thomas Fairfield after giving effect to subsequent stock dividends on such Class B Common Stock. The Class B Common Stock held Thomas Fairfield includes up to 8,705 shares that are subject to forfeiture in the event the underwriters of the issuer's initial public offering do not exercise in full their over-allotment option as described in the issuer's Registration Statement.