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- S-1/A IPO registration
- 1.1 Form of Underwriting Agreement
- 3.2 Form of Amended and Restated Certificate of Incorporation
- 4.3 Specimen Warrant Certificate
- 4.4 Form of Warrant Agreement Between Continental Stock Transfer & Trust Company, LLC and the Registrant
- 5.1 Opinion of Ellenoff Grossman & Schole LLP
- 10.1 Form of Letter Agreement Among the Registrant, Bynordic Holdings LLC, Bynordic Holdings II LLC, Our Executive Officers and Directors and the Sponsor
- 10.2.1 Amended and Restated Promissory Note, Dated May 24, 2021, Issued to the Sponsor
- 10.2.2 Amended and Restated Promissory Note, Dated November 15, 2021, Issued to the Sponsor
- 10.3 Form of Investment Management Trust Agreement Between Continental Stock Transfer & Trust Company, LLC and the Registrant
- 10.4 Form of Registration Rights Agreement by and Among the Registrant, Bynordic Holdings LLC, Bynordic Holdings II LLC, the Sponsor and the Other Parties Identified Therein
- 10.6 Form of Securities Purchase Agreement Between the Registrant and the Sponsor
- 10.7 Form of Securities Purchase Agreement Between the Registrant and Bynordic Holdings LLC
- 10.8 Form of Securities Purchase Agreement Between the Registrant and Bynordic Holdings II LLC
- 10.9 Form of Indemnity Agreement
- 10.10 Form of Administrative Support Agreement Between the Registrant and the Sponsor
- 10.11 Form of Second Amended and Restated Forward Purchase Agreement Between the Registrant and Rothesay Investment Sarl SPF
- 10.13 Form of Registration Rights Agreement Between the Registrant and Rothesay Investment Sarl SPF
- 23.1 Consent of Marcum LLP
Exhibit 23.1
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM’S CONSENT
We consent to the inclusion in this Registration Statement of byNordic Acquisition Corporation on Amendment No. 3 to Form S-1 (File No. 333-248488) of our report dated February 25, 2021, except for the third paragraph of Note 8, as to which the date is December 3, 2021, which includes an explanatory paragraph as to the Company’s ability to continue as a going concern, with respect to our audits of the financial statements of byNordic Acquisition Corporation as of December 31, 2020 and 2019 and for the year ended December 31, 2020 and for the period from December 27, 2019 (inception) through December 31, 2019, which report appears in the Prospectus, which is part of this Registration Statement. We also consent to the reference to our Firm under the heading “Experts” in such Prospectus.
/s/ Marcum LLP
Marcum LLP
New York, NY
December 3, 2021