[8-K] byNordic Acquisition Corp Reports Material Event

Rhea-AI Filing Summary

ByNordic Acquisition Corporation reported that it has extended the deadline to complete its initial business combination. On December 8, 2025, the company deposited $17,470 into its Trust Account, which extends the time available to close a business combination from December 12, 2025 to January 12, 2026, referred to as the December 2025 Extension.

This extension is part of a previously approved structure that allows the company’s board to lengthen the business combination period in one-month increments, up to August 12, 2026, if a deal closes earlier the process can end sooner. The company also noted that its accompanying press release dated December 11, 2025 is filed as an exhibit.

Insights

SPAC and Corporate Actions Analyst

SPAC extends its deal deadline by one month through a small trust deposit, preserving time but not changing fundamentals.

BYNORDIC Acquisition Corporation extended its business combination deadline from December 12, 2025 to January 12, 2026 by depositing $17,470 into its Trust Account. This Trust Account is a segregated pool of cash that backs the public shares until a merger closes or the SPAC liquidates. The extension uses a mechanism already approved by stockholders, which allows month‑to‑month extensions up to August 12, 2026, without another vote.

This move affects the timing rather than the structure of any potential transaction. It signals that the company is still pursuing an initial business combination and is willing to incur the incremental cost required by its extension terms. However, the filing does not describe any specific target or transaction status, so the impact is limited to confirming that the SPAC will not expire in mid‑December.

The concrete item to watch is whether additional monthly extensions are funded leading up to the outside date of August 12, 2026, and whether any definitive business combination agreement is later disclosed. The forward‑looking statements section highlights general uncertainty around future outcomes and mentions potential remediation measures for material weaknesses, which frames this timing extension as one step within a broader risk environment rather than a decisive turning point.

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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): December 8, 2025

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		OTC Pink Limited Market
Class A common stock, par value $0.0001 per share		BYNO		OTC Pink Limited Market
Redeemable warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50 per share		BYNOW		OTC Pink Limited Market

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 January 12, 2026

As previously disclosed, on August 6, 2025, BYNO held an annual 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, 2025 to August 12, 2026, 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, 2026, unless the closing of BYNO’s initial business combination shall have occurred prior thereto.

On December 8, 2025, the Company funded the extension that had previously been approved by the Board by depositing $17,470 into the Trust Account, thereby extending the time available to the Company to consummate its initial business combination from December 12, 2025 to January 12, 2026 (the “December 2025 Extension”).

BYNO issued the press release distributed herewith December 11, 2025. 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, 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: December 11, 2025	BYNORDIC ACQUISITION CORPORATION
	By:	/s/ Thomas Fairfield
	Name:	Thomas Fairfield
	Title:	Chief Financial Officer

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