byNordic Acquisition Corporation filed SEC Form 8-K: Other Events, Financial Statements and Exhibits
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Item 8.01 Other Events.
Non-Binding Letter of Intent
On August 6, 2024, byNordic Acquisition Corporation (the “Company”, BYNO) announced via press release that it had signed a non-binding letter of intent (“LOI”) with Sivers Semiconductors AB (“Sivers”; STO: SIVE), a leading provider of wireless and photonic integrated chips and modules for communication and sensor solutions. The LOI outlined the intention to merge Sivers' wholly owned subsidiary, Sivers Photonics Ltd (“Sivers Photonics”), with the Company, with plans to enter into a definitive agreement subject to certain conditions.
On November 11, 2024, Sivers issued a press release indicating that its board of directors had decided to pause discussions regarding the proposed business combination. Following this communication, the Company has suspended active discussions regarding the potential transaction and is now exploring other candidates for a business combination.
Extension of Business Combination Period to December 12, 2024
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 November 8, 2024, the Company funded the deposit of $40,312 into the Trust Account in order to extend the period of time available to the Company to consummate its initial business combination from November 12, 2024 to December 12, 2024 (the “November 2024 Extension”).
BYNO issued the press release distributed herewith on November 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: November 12, 2024 | BYNORDIC ACQUISITION CORPORATION | |
| By: | /s/ Thomas Fairfield | |
| Name: | Thomas Fairfield | |
| Title: | Chief Financial Officer | |
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