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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 8, 2024
BYNORDIC ACQUISITION CORPORATION
(Exact name of registrant as specified in its charter)
| Delaware | 001-41273 | 85-4529780 | ||
| (State or other jurisdiction of | (Commission File Number) | (IRS Employer | ||
| incorporation or organization) | Identification No.) |
| c/o Pir 29 | ||
| Einar Hansens Esplanad 29 | ||
| 211 13 Malmö | ||
| Sweden | 211 13 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: +46 707 29 41
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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 | The Nasdaq Stock Market LLC | ||
| Class A common stock, par value $0.0001 per share | BYNO | The Nasdaq Stock Market LLC | ||
| Redeemable warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50 per share | BYNOW | The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.
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. ☐
Item 8.01 Other Events
Extension of Business Combination Period to March 12, 2024
As previously disclosed, on August 10, 2023, byNordic Acquisition Corporation (“BYNO”) held a special 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 BYNO has to complete its initial business combination from August 11, 2023 to February 12, 2024, or such earlier date as determined by the Company’s board of directors (the “Board”), in its sole discretion, and to allow BYNO, without another stockholder vote, to elect to extend the termination date by one additional month, for a total of six additional months, until August 12, 2024, unless the closing of BYNO’s initial business combination shall have occurred prior thereto.
On February 8, 2024, the Board elected to extend the time available to BYNO to consummate its initial business combination from February 12, 2024 to March 12, 2024 (the “February 2024 Extension”). In connection with the February 2024 Extension, on February 9, 2024, Water by Nordic AB, BYNO’s sponsor, deposited $105,000 into the Trust Account, on behalf of BYNO, thereby extending the period of time for BYNO to consummate a business combination to March 12, 2024.
BYNO issued the press release distributed herewith on February 9, 2024. The materials attached as Exhibit 99.1 are incorporated by reference herein.
Forward-Looking Statements
This Current Report on Form 8-K includes “forward-looking statements” within the meaning of the safe harbor provisions of the United States Private Securities Litigation Reform Act of 1995. Certain of these forward-looking statements can be identified by the use of words such as “believes,” “expects,” “intends,” “plans,” “estimates,” “assumes,” “may,” “should,” “will,” “seeks,” or other similar expressions. Such statements may include, but are not limited to, statements regarding the impact of the Company’s restatement of certain historical financial statements, the Company’s cash position and cash held in the Trust Account and any proposed remediation measures with respect to identified material weaknesses. These statements are based on current expectations on the date of this Current Report on Form 8-K and involve a number of risks and uncertainties that may cause actual results to differ significantly. The Company does not assume any obligation to update or revise any such forward-looking statements, whether as the result of new developments or otherwise. Readers are cautioned not to put undue reliance on forward-looking statements.
Item 9.01. Financial Statements and Exhibits.
| Exhibit No. | Description | |
| 99.1 | Press Release | |
| 104 | Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Dated: February 9, 2024 | BYNORDIC ACQUISITION CORPORATION | |
| By: | /s/ Thomas Fairfield | |
| Name: | Thomas Fairfield | |
| Title: | Chief Financial Officer | |
2
Exhibit 99.1
byNordic Acquisition Corporation Announces Extension of Deadline to Complete Business Combination
New York, NY, Feb. 09, 2024 (GLOBE NEWSWIRE) -- byNordic Acquisition Corporation (NASDAQ: BYNO (“BYNO” or the “Company”), a special purpose acquisition company, announced today that the Company has timely deposited into the Company’s trust account (the “Trust Account”), an aggregate of $105,000, in order to extend the period of time the Company has to complete a business combination for an additional one (1) month period, from February 12, 2024 to March 12, 2024 (the “Extension”). The Extension is the first of up to six (6) one-month extensions permitted under the August 10, 2023 amendment to the Company’s Amended and Restated Certificate of Incorporation that allows the Company’s board of directors, in its sole discretion and without another stockholder vote, to elect to extend the termination date by one additional month each time up until August 12, 2024, or the closing of the Company’s initial business combination.
About byNordic Acquisition Corporation
byNordic Acquisition Corporation, led by Chief Executive Officer Michael Hermansson, is a special purpose acquisition company formed with the purpose of entering into a business combination with one or more businesses. While the Company may pursue an initial business combination with a company in any sector or geography, it intends to focus its search on high technology growth companies based in the northern part of Europe.
Forward Looking Statements
This press release may include, and oral statements made from time to time by representatives of the Company may include, “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Statements regarding possible business combinations and the financing thereof, and related matters, as well as all other statements other than statements of historical fact included in this press release are forward-looking statements. When used in this press release, words such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “would” and similar expressions, as they relate to us or our management team, identify forward-looking statements. Such forward-looking statements are based on the beliefs of management, as well as assumptions made by, and information currently available to, the Company’s management. Actual results could differ materially from those contemplated by the forward-looking statements as a result of certain factors detailed in the Company’s filings with the Securities and Exchange Commission. All subsequent written or oral forward-looking statements attributable to us or persons acting on our behalf are qualified in their entirety by this paragraph. Forward-looking statements are subject to numerous conditions, many of which are beyond the control of the Company, including those set forth in the Risk Factors section of the Company’s registration statement and prospectus for the Company’s initial public offering filed with the SEC. The Company undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required by law.
byNordic Acquisition Corporation Contact:
Michael Hermansson
+46 707 294100
ir@bynordic.se