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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): July 11, 2024

 

BYNORDIC ACQUISITION CORPORATION
(Exact name of registrant as specified in its charter)

 

Delaware   001-41273   85-4529780
(State or other jurisdiction of
incorporation or organization)
  (Commission File Number)    (IRS Employer
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 August 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 July 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 July 12, 2024 to August 12, 2024 (the “July 2024 Extension”).

 

BYNO issued the press release distributed herewith on July 12, 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.

 

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

 

 

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