byNordic Acquisition Corp 8-K, filed Feb 28, 2022
byNordic Acquisition Corp (BYNO)
About this 8-K
byNordic Acquisition Corp filed this 8-K on February 28, 2022, reporting on events of February 18, 2022.
Items reported
- Item 8.01: Other events
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
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 28, 2022 (
(Exact name of registrant as specified in its charter)
| (State
or other jurisdiction of incorporation) |
(Commission File Number) | (IRS
Employer Identification No.) |
(Address of principal executive offices, including zip code)
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 | ||
| The Stock Market LLC | ||||
| The | ||||
| The 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.
As previously reported on a Current Report on Form 8-K of byNordic Acquisition Corp. (the “Company”) filed on February 14, 2022, on February 11, 2022, the Company consummated its initial public offering (the “IPO”) of 15,000,000 units (the “Units”). Each Unit consists of one share of Class A common stock of the Company, par value $0.0001 per share (“Class A Common Stock”), and one-half of one redeemable warrant of the Company (the “Warrants”), with each whole Warrant entitling the holder thereof to purchase one share of Class A Common Stock for $11.50 per share. The Units were sold at a price of $10.00 per Unit, generating gross proceeds to the Company of $150,000,000. The Company had granted the underwriters in the IPO (the “Underwriters”) a 45-day option to purchase up to 2,250,000 additional Units to cover over-allotments, if any. On February 18, 2022, the Underwriters exercised the over-allotment option in full and purchased an additional 2,250,000 Units (the “Over-Allotment Units”), generating an additional $22,500,000 of gross proceeds to the Company.
As previously reported on the Current Report on Form 8-K of the Company filed on February 14, 2022, on February 11, 2022, simultaneously with the closing of the IPO, the Company completed the private sale of an aggregate of 850,000 shares of Class A Common Stock (the “Private Shares”) to Water by Nordic AB, byNordic Holdings LLC and byNordic Holdings II LLC at a purchase price of $10.00 per share, generating gross proceeds to the Company of $8,500,000. On February 18, 2022, simultaneously with the closing of the purchase of the Over-Allotment Units, the Company sold an additional 90,000 shares of Class A Common Stock (the “Over-Allotment Private Shares”) to Water by Nordic AB, byNordic Holdings LLC and byNordic Holdings II LLC in a private sale at a price of $10.00 per Over-Allotment Private Share, generating an additional $900,000 of gross proceeds.
An audited balance sheet as of February 11, 2022 reflecting receipt of the net proceeds from the IPO and the sale of the Private Shares on February 11, 2022, but not the proceeds from the sale of the Over-Allotment Units or the Over-Allotment Private Shares on February 18, 2022, had been filed on a Current Report on Form 8-K on February 23, 2022.
A copy of the press release issued by the Company announcing the exercise in full of the over-allotment option by the Underwriters is attached hereto as Exhibit 99.1.
Item 9.01. Financial Statement and Exhibits.
| (d) | Exhibits |
| Exhibit No. | Description | |
| 99.1 | Press Release, dated February 24, 2022. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
1
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 | ||
| Dated: February 28, 2022 | |||
2
Exhibit 99.1
byNordic Acquisition Corporation Announces Closing of Fully-Exercised Over-Allotment Option in Connection with its Initial Public Offering
NEW YORK, Feb. 24, 2022 (GLOBE NEWSWIRE) -- byNordic Acquisition Corporation (Nasdaq: BYNOU) (the “Company”) announced today that, on February 18, 2022, the underwriters in its initial public offering, pursuant to the terms of the underwriting agreement entered into with the Company, fully exercised their over-allotment option by purchasing an additional 2,250,000 units, consisting of 2,250,000 shares of Class A common stock and 1,125,000 redeemable warrants, in connection with its initial public offering at $10.00 per unit, generating additional gross proceeds of $22,500,000 to the Company and bringing the total gross proceeds of the initial public offering to
$172,500,000.
The Company’s units are listed on The Nasdaq Global Market, or Nasdaq, and commenced trading on February 9, 2022, under the ticker symbol “BYNOU”. Each unit consists of one share of Class A common stock of the Company and one-half of one redeemable warrant of the Company, each whole warrant entitling the holder thereof to purchase one share of Class A common stock at a price of $11.50 per share. Only whole warrants are exercisable. Once the securities comprising the units begin separate trading, the Class A common stock and warrants are expected to be listed on Nasdaq under the symbols “BYNO” and “BYNOW,” respectively.
The Company is a blank check company formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization, or similar business combination with one or more businesses. The Company has not selected any specific business combination target. While the Company may pursue an acquisition opportunity in any business, industry, sector or geographical location, it intends to focus on identifying high technology growth companies in the northern part of Europe.
The Company is led by its Chief Executive Officer, Michael Hermansson, its Chief Operating Officer, Thomas Fairfield, its Director of Acquisitions, Mats Karlsson, its Director of Marketing, Alexander Lidgren and its Director of Technology, Christian Merheim. Mr.
Hermansson, Mr. Karlsson, Mr. Lidgren and Mr. Merheim are based in Sweden.
Keefe, Bruyette & Woods, Drexel Hamilton, LLC and I-Bankers Securities, Inc. acted as the book running managers for the offering.
Of the proceeds received from the consummation of the initial public offering and a simultaneous private placement of Class A common stock on the initial closing date that occurred on February 11, 2022 and the proceeds received from the consummation of the fully exercised over-allotment option on February 18, 2022, $175,950,000 (or $10.20 per unit sold in the public offering) was placed in trust. An audited balance sheet of the Company as of February 11, 2022 reflecting receipt of the proceeds upon consummation of the initial public offering and the simultaneous private placement of the Class A common stock without giving effect to the exercise in full of the over-allotment option has been included as an exhibit to a Current Report on Form 8-K filed by the Company with the Securities and Exchange Commission (the “SEC”).
The offering was made only by means of a prospectus. Copies of the prospectus may be obtained from Keefe, Bruyette & Woods, A Stifel Company at 787 Seventh Avenue, Fourth Floor, New York, NY 10019, by e-mail at USCapitalMarkets@kbw.com, by fax at 212-581-1592, or by calling 1-800-966-1559; Drexel Hamilton, LLC at 77 Water Street, Suite 201, New York, NY 10005, by email at ECMSyndicate@drexelhamilton.com, or by calling 646-412-1504; or I-Bankers Securities, Inc. at 1208 Shady Lane N, Keller, Texas 76248.
A registration statement relating to these securities has been declared effective by the Securities and Exchange Commission (the “SEC”) at 4:00 p.m., Eastern time, on February 8, 2022. This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
FORWARD-LOOKING STATEMENTS
This press release contains statements that constitute “forward-looking statements,” including with respect to the anticipated use of the net proceeds. No assurance can be given that the net proceeds of the offering will be used as indicated. 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 offering filed with the SEC. Copies are available on the SEC’s website, www.sec.gov. The Company undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required by law.
Contact
Michael Hermansson Chief Executive Officer
+ 46 707 294100
ir@bynordic.se
Thomas Fairfield
Chief Operating Officer 302-530-4621
ir@bynordic.se