byNordic Acquisition Corp. Enters Definitive Agreement, Faces Delisting Notice

TL;DR

Nordic Acquisition Corp. signed a deal but might get delisted. Big news.

AI Summary

byNordic Acquisition Corp. announced on April 10, 2024, that it entered into a material definitive agreement. The company also provided notice of potential delisting or failure to meet continued listing rules, indicating a significant event for the SPAC.

Why It Matters

This filing signals a critical juncture for byNordic Acquisition Corp., potentially impacting its listing status and future operations.

Risk Assessment

Risk Level: high — The notice of delisting or failure to meet listing rules presents a significant risk to the company's continued operation as a publicly traded entity.

Key Players & Entities

• byNordic Acquisition Corp. (company) — Filer of the 8-K report
• 0001801417 (company) — Central Index Key for byNordic Acquisition Corp.
• April 10, 2024 (date) — Date of the reported events

FAQ

Key Financial Figures

• $0 — hare of Class A common stock, par value $0.0001, and one-half of one redeemable wa
• $0.0001 — t LLC Class A common stock, par value $0.0001 per share BYNO The Nasdaq Stock Mar
• $11.50 — A common stock at an exercise price of $11.50 per share BYNOW The Nasdaq Stock Ma
• $300,000 — (the "Note") in the principal amount of $300,000 to DDM Debt AB (the " Lender "), an aff
• $105,000 — een approved by the Board by depositing $105,000 into the Trust Account, thereby extendi

Filing Documents

• ea0203691-8k_bynordic.htm (8-K) — 37KB
• ea020369101ex10-1_bynordic.htm (EX-10.1) — 30KB
• ea020369101ex99-1_bynordic.htm (EX-99.1) — 6KB
• 0001213900-24-032545.txt ( ) — 309KB
• byno-20240410.xsd (EX-101.SCH) — 4KB
• byno-20240410_def.xml (EX-101.DEF) — 27KB
• byno-20240410_lab.xml (EX-101.LAB) — 37KB
• byno-20240410_pre.xml (EX-101.PRE) — 25KB
• ea0203691-8k_bynordic_htm.xml (XML) — 7KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. On April 10, 2024, byNordic Acquisition Corporation (" BYNO ", the " Company ") issued a promissory note (the "Note") in the principal amount of $300,000 to DDM Debt AB (the " Lender "), an affiliate of Water by Nordic AB, the Company's sponsor. The proceeds of the Note will be used to provide the Company with general working capital. The 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 Note may be accelerated. If the Company does not consummate an initial business combination, the 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. A copy of the Note is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference. The disclosures set forth in this Item 1.01 are intended to be summaries only and are qualified in their entirety by reference to the Note.

03 Creation of a Direct Financial Obligation or an Obligation

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The disclosure contained in Item 1.01 of this Current Report on Form 8-K is incorporated by reference in this Item 2.03.

01 Notice of Delisting or Failure to Satisfy a Continued

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. On April 10, 2023, the Company received a letter (the " Letter ") from the staff at The Nasdaq Stock Market LLC (" Nasdaq ") notifying the Company that the Company no longer complies with the requirements of Nasdaq Listing Rule 5450(a)(2) (the " Rule ") for continued listing on Nasdaq. Under the Rule, the Company is required to maintain at least 400 total holders (the " Total Holder Requirement "). The Notice indicates that the Company has 45 calendar days (the " Deadline ") to submit a plan (the " Compliance Plan ") to regain compliance with the Rule. If Nasdaq accepts the Compliance Plan, Nasdaq can grant the Company an extension of up to 180 calendar days from the date of the Notice to evidence compliance. If Nasdaq does not accept the Compliance Plan, the Company may appeal the decision to a Nasdaq hearings panel. There can be no assurance that the Company will ultimately be able to regain or maintain compliance with the Rule. The Company, by filing this Form 8-K, discloses its receipt of the notice in accordance with Nasdaq Listing Rule 5810(b).

01 Other Events

Item 8.01 Other Events. Extension of Business Combination Period to May 12, 2024 As previously disclosed, on August 10, 2023, 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 April 11, 2024, the Company funded the extension that had previously been approved by the Board by depositing $105,000 into the Trust Account, thereby extending the time available to the Company to consummate its initial business combination from April 12, 2024 to May 12, 2024 (the " April 2024 Extension "). BYNO issued the press release distributed herewith on April 12, 2024. The materials attached as Exhibit 99.1 are incorporated by reference herein. 1

Forward-Looking Statements

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,"

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.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. Exhibit No. Description 10.1 Promissory Note, dated April 10, 2024 99.1 Press Release 104 Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document. 2

SIGNATURES

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: April 12, 2024 BYNORDIC ACQUISITION CORPORATION By: /s/ Thomas Fairfield Name: Thomas Fairfield Title: Chief Financial Officer 3

View Full Filing

View this 8-K filing on SEC EDGAR