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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): August
4, 2023
BYNORDIC ACQUISITION CORPORATION
(Exact name of registrant as specified in its charter)
| Delaware |
|
001-41273 |
|
85-4529780 |
(State
or other jurisdiction
of incorporation) |
|
(Commission
File Number) |
|
(I.R.S.
Employer
Identification No.) |
| c/o
Pir 29 |
|
|
| Einar
Hansens Esplanad 29 |
|
|
| 211
13 Malmö |
|
|
| Sweden |
|
211
13 |
| (Address
of principal executive offices) |
|
(Zip
Code) |
+46
707 29 41
(Registrant’s telephone number, including area
code)
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 |
|
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 (§230.405 of this chapter) or Rule 12b-2 of the
Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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.
byNordic Acquisition Corporation (the “Company”)
announced that it intends to adjourn, without conducting any business, the previously announced special meeting of stockholders of the
Company (the “Special Meeting”), originally scheduled to be held at 10:00 a.m. Eastern Time on August 8, 2023, and to reconvene
the Special Meeting at 10:00 a.m. Eastern Time on August 10, 2023. In connection with the adjournment of the Special Meeting, the Company
is extending the deadline for holders of its publicly held shares of Class A common stock, par value $0.0001 per share (the “public
shares”), to exercise their right to redeem their public shares for their pro rata portion of the funds available in the Company’s
trust account, or to withdraw any previously delivered demand for redemption, to 5:00 p.m., Eastern time, on August 8, 2023 (two business
days before the adjourned Special Meeting).
The Special Meeting is being held for the purpose
of considering and voting on, among other proposals, a proposal to extend (the “Extension”) the date (the “Original
Termination Date”) by which the Company must consummate an initial business combination from August 11, 2023 to February 12, 2024
(the “Initial Extended Date”) or such earlier date as determined by the Company’s board of directors (the “Board”),
in its sole discretion, and to allow the Company by resolution of the Board without another stockholder vote, to elect to extend the Initial
Extended Date by one additional month, for a total of six additional months, until August 12, 2024 (each such monthly extension,
the “Additional Extension Month” and the final termination date the “Final Termination Date”), unless the closing
of a business combination shall have occurred prior thereto.
On August 4, 2023, the Company issued a press release
announcing the adjournment of the Special Meeting and several actions being undertaken in anticipation of the Special Meeting:
Additional Sponsor Contributions to Trust Account
If the Extension is approved at the Special Meeting
and implemented, the Company’s sponsor, Water by Nordic AB, a Swedish limited liability company (the “Sponsor”), or its
designees will deposit into the trust account the lesser of (i) $625,000 and (ii) $0.24 for each share of the Company’s public shares
not redeemed in connection with the Extension (a “Contribution”, and the Sponsor or its designee making such Contribution,
a “Contributor”), which represents an increase of (x) $25,000 and (y) $0.06 for each share of the Company’s public shares
not redeemed in connection with the Extension over the previously announced amounts of $600,000 and $0.18, respectively.
If the Initial Extended Date is extended, at the sole discretion of the Board, beyond February 12, 2024, the Contributor will deposit
into the trust account the lesser of (i) $105,000 and (ii) $0.04 for each outstanding public share for each Additional Extension Month,
which represents an increase of (x) $5,000 and (y) $0.01 for each outstanding public share for each Additional Extension Month over the
previously announced amounts of $100,000 and $0.01, respectively. The initial Contribution will occur on the Original Termination Date.
The Contribution for the initial Additional Extension Month will occur on the Initial Extended Date and the Contribution for each Additional
Extension Month thereafter will occur on the 11th day of each subsequent calendar month until (but excluding) the Final Termination Date
(each such date, a “Contribution Date”).
The Company has not asked the Sponsor to reserve for,
nor has the Company independently verified whether the Sponsor will have sufficient funds to satisfy, any such Contributions.
If a Contributor fails to make a Contribution by
the applicable Contribution Date, the Company will liquidate and dissolve as soon as practicable after such date and in accordance with
the Company’s charter. The Contributions will constitute loans to the Company evidenced by one or more non-interest bearing, unsecured
promissory notes issued by the Company to the Contributor and will be repayable by the Company upon consummation of an initial business
combination. If the Company does not consummate an initial business combination by the Final Termination Date, any such promissory notes
will be repaid only from funds held outside of the trust account or will be forfeited, eliminated or otherwise forgiven. Any Contribution
is conditioned on the approval of the requisite proposals at the Special Meeting and the implementation of the Extension, and with respect
to any Additional Extension Month, on the approval of such extension by the Board. No Contribution will occur if such proposals are not
approved or the Extension is not implemented. If the Company has consummated an initial business combination or announced its intention
to wind up prior to any Contribution Date, any obligation to make Contributions will terminate.
Trust Funds Will Not Be Withdrawn to Pay Excise
Taxes
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 (including redemptions) 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. Any redemptions of public shares on or after January 1,
2023, including in connection with the Extension, may be subject to such excise tax. The Company confirms that if the Extension is implemented,
it will not withdraw any funds from the trust account, including interest earned on the funds held in the trust account, to pay for the
1% excise tax that may become due under the IR Act.
A copy of the press release is attached as Exhibit
99.1 to this Current Report on Form 8-K and incorporated by reference herein.
Forward Looking Statements
This Current Report on Form 8-K 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.
Additional Information and Where to Find It
Further information related to attendance, voting
and the proposals to be considered and voted on at the Special Meeting is described in the Definitive Proxy Statement, which has been
mailed to the Company’s stockholders of record as of the record date for the Special Meeting. Investors and security holders of
the Company are advised to read the Definitive Proxy Statement because it contains important information about the Special Meeting and
the Company. Investors and security holders of the Company may also obtain a copy of the Definitive Proxy Statement, as well as other
relevant documents that have been or will be filed by the Company with the SEC, without charge and once available, at the SEC’s
website at www.sec.gov or by directing a request to: byNordic Acquisition Corporation, c/o Pir 29, Einar Hansens Esplanad 29, 211 13 Malmö,
Sweden.
Participants in the Solicitation
The Company, the Sponsor and their respective directors
and officers may be deemed to be participants in the solicitation of proxies from the Company’s stockholders in respect of the
proposals to be considered and voted on at the Special Meeting. Information concerning the interests of the directors and executive officers
of the Company is set forth in the Definitive Proxy Statement, which may be obtained free of charge from the sources indicated above.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
SIGNATURE
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.
| |
BYNORDIC
ACQUISITION CORPORATION |
| |
|
| |
By:
|
/s/
Michael Hermansson |
| |
Name: |
Michael
Hermansson |
| |
Title:
|
Chief
Executive Officer |
Date: August 4, 2023
3
Exhibit 99.1
BYNORDIC
ACQUISITION CORPORATION ANNOUNCES ADJOURNMENT OF SPECIAL MEETING OF STOCKHOLDERS
New York/Malmö, Aug. 04, 2023 (GLOBE NEWSWIRE) -- byNordic Acquisition Corporation (NASDAQ: BYNO) (the “Company”) today
announced that it intends to adjourn, without conducting any business, the previously announced special meeting of stockholders of the
Company (the “Special Meeting”), originally scheduled to be held at 10:00 a.m. Eastern Time on August 8, 2023, and to reconvene
the Special Meeting at 10:00 a.m. Eastern Time on August 10, 2023. In connection with the adjournment of the Special Meeting, the Company
is extending the deadline for holders of its publicly held shares of Class A common stock, par value $0.0001 per share (the “public
shares”), to exercise their right to redeem their public shares for their pro rata portion of the funds available in the Company’s
trust account, or to withdraw any previously delivered demand for redemption, to 5:00 p.m., Eastern time, on August 8, 2023 (two business
days before the adjourned Special Meeting).
The
Special Meeting is being held for the purpose of considering and voting on, among other proposals, a proposal to extend (the “Extension”)
the date (the “Original Termination Date”) by which the Company must consummate an initial business combination from August
11, 2023 to February 12, 2024 (the “Initial Extended Date”) or such earlier date as determined by the Company’s board
of directors (the “Board”), in its sole discretion, and to allow the Company by resolution of the Board without another stockholder
vote, to elect to extend the Initial Extended Date by one additional month, for a total of six additional months, until August 12,
2024 (each such monthly extension, the “Additional Extension Month” and the final termination date the “Final Termination
Date”), unless the closing of a business combination shall have occurred prior thereto.
Additional
Sponsor Contributions to Trust Account
If
the Extension is approved at the Special Meeting and implemented, the Company’s sponsor, Water by Nordic AB, a Swedish limited
liability company (the “Sponsor”), or its designees will deposit into the trust account the lesser of (i) $625,000 and
(ii) $0.24 for each share of the Company’s public shares not redeemed in connection with the Extension (a
“Contribution”, and the Sponsor or its designee making such Contribution, a “Contributor”), which represents
an increase of (x) $25,000 and (y) $0.06 for each share of the Company’s public shares not redeemed in connection with the
Extension over the previously announced amounts of $600,000 and $0.18, respectively.
If
the Initial Extended Date is extended at the sole discretion of the Board, beyond February 12, 2024, the Contributor will deposit into
the trust account the lesser of (i) $105,000 and (ii) $0.04 for each outstanding public share for each Additional Extension Month, which represents an increase of (x)
$5,000 and (y) $0.01 for each outstanding public share for each Additional Extension Month over the previously announced amounts of $100,000
and $0.01, respectively. The
initial Contribution will occur on the Original Termination Date. The Contribution for the initial Additional Extension Month will
occur on the Initial Extended Date and the Contribution for each Additional Extension Month thereafter will occur on the 11th day of
each subsequent calendar month until (but excluding) the Final Termination Date (each such date, a “Contribution Date”).
The
Company has not asked the Sponsor to reserve for, nor has the Company independently verified whether the Sponsor will have sufficient
funds to satisfy, any such Contributions.
If
a Contributor fails to make a Contribution by the applicable Contribution Date, the Company will liquidate and dissolve as soon as practicable
after such date and in accordance with the Company’s charter. The Contributions will constitute loans to the Company evidenced
by one or more non-interest bearing, unsecured promissory notes issued by the Company to the Contributor and will be repayable by the
Company upon consummation of an initial business combination. If the Company does not consummate an initial business combination by the
Final Termination Date, any such promissory notes will be repaid only from funds held outside of the trust account or will be forfeited,
eliminated or otherwise forgiven. Any Contribution is conditioned on the approval of the requisite proposals at the Special Meeting and
the implementation of the Extension, and with respect to any Additional Extension Month, on the approval of such extension by the Board.
No Contribution will occur if such proposals are not approved or the Extension is not implemented. If the Company has consummated an
initial business combination or announced its intention to wind up prior to any Contribution Date, any obligation to make Contributions
will terminate.
Trust
Funds Will Not Be Withdrawn to Pay Excise Taxes
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 (including redemptions) 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. Any redemptions of public shares on or after January 1, 2023, including in connection with the Extension, may be subject to such
excise tax. The Company confirms that if the Extension is implemented, it will not withdraw any funds from the trust account, including
interest earned on the funds held in the trust account, to pay for the 1% excise tax that may become due under the IR Act.
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.
Additional
Information and Where to Find It
Further
information related to attendance, voting and the proposals to be considered and voted on at the Special Meeting is described in the
Definitive Proxy Statement, which has been mailed to the Company’s stockholders of record as of the record date for the Special
Meeting. Investors and security holders of the Company are advised to read the Definitive Proxy Statement because it contains important
information about the Special Meeting and the Company. Investors and security holders of the Company may also obtain a copy of the Definitive
Proxy Statement, as well as other relevant documents that have been or will be filed by the Company with the SEC, without charge and
once available, at the SEC’s website at www.sec.gov or by directing a request to: byNordic
Acquisition Corporation, c/o Pir 29, Einar Hansens Esplanad 29, 211 13 Malmö, Sweden.
Participants
in the Solicitation
The
Company, the Sponsor and their respective directors and officers may be deemed to be participants in the solicitation of proxies from
the Company’s stockholders in respect of the proposals to be considered and voted on at the Special Meeting. Information concerning
the interests of the directors and executive officers of the Company is set forth in the Definitive Proxy Statement, which may be obtained
free of charge from the sources indicated above.
byNordic
Acquisition Corporation Contact:
Michael
Hermansson
+46 707 294100
ir@bynordic.se
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