byNordic Acquisition Corp. Enters Material Definitive Agreement

TL;DR

BYNO just signed a big deal, could be a SPAC merger incoming.

AI Summary

On January 8, 2025, byNordic Acquisition Corp. entered into a material definitive agreement related to its financial obligations. The company, incorporated in Delaware with its principal executive offices in Malmo, Sweden, is a blank check company focused on real estate and construction. This filing details the creation of a direct financial obligation or an obligation under an off-balance sheet arrangement.

Why It Matters

This filing indicates a significant financial event for byNordic Acquisition Corp., potentially signaling a step towards a business combination or other strategic financial move.

Risk Assessment

Risk Level: medium — The filing indicates a material definitive agreement and financial obligations, which could carry inherent risks depending on the nature of the agreement.

Key Numbers

• 0.0001 — Par Value of Common Stock (Represents the nominal value per share of common stock.)
• 11.50 — Warrant Exercise Price (The price at which redeemable warrants can be exercised.)

Key Players & Entities

• byNordic Acquisition Corp. (company) — Registrant
• January 8, 2025 (date) — Date of earliest event reported
• Delaware (jurisdiction) — State of Incorporation
• Malmo, Sweden (location) — Business Address
• 6770 (industry_code) — Standard Industrial Classification (Blank Checks)

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
• $400,000 — (the "Note") in the principal amount of $400,000 to DDM Debt AB (the " Lender "), an aff
• $40,312 — een approved by the Board by depositing $40,312 into the Trust Account, thereby extendi

Filing Documents

• ea0227270-8k_bynordic.htm (8-K) — 38KB
• ea022727001ex10-1_bynord.htm (EX-10.1) — 23KB
• ea022727001ex99-1_bynord.htm (EX-99.1) — 6KB
• 0001213900-25-002679.txt ( ) — 302KB
• byno-20250108.xsd (EX-101.SCH) — 4KB
• byno-20250108_def.xml (EX-101.DEF) — 27KB
• byno-20250108_lab.xml (EX-101.LAB) — 37KB
• byno-20250108_pre.xml (EX-101.PRE) — 25KB
• ea0227270-8k_bynordic_htm.xml (XML) — 8KB

01 Entry into a Material Definitive

Item 1.01 Entry into a Material Definitive Agreement. On January 8, 2025, byNordic Acquisition Corporation (" BYNO ", the " Company ") issued a promissory note (the "Note") in the principal amount of $400,000 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

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 Other Events

Item 8.01 Other Events. Extension of Business Combination Period to February 12, 2025 As previously disclosed, on August 7, 2024, 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 12, 2024 to August 12, 2025, 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 twelve additional months, until August 12, 2025, unless the closing of BYNO's initial business combination shall have occurred prior thereto. On January 9, 2025, the Company funded the extension that had previously been approved by the Board by depositing $40,312 into the Trust Account, thereby extending the time available to the Company to consummate its initial business combination from January 12, 2025 to February 12, 2025 (the " January 2025 Extension "). BYNO issued the press release distributed herewith on January 10, 2025. The materials attached as Exhibit 99.1 are incorporated by reference herein.

Forward-Looking Statements

Forward-Looking Statements This Current Report on Form 8-K includes "forward-looking 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.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. Exhibit No. Description 10.1 Promissory Note, dated January 8, 2025 99.1 Press Release 104 Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document. 1

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: January 10, 2025 BYNORDIC ACQUISITION CORPORATION By: /s/ Thomas Fairfield Name: Thomas Fairfield Title: Chief Financial Officer 2

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View this 8-K filing on SEC EDGAR