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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 15, 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 Current Market |
| Class A common stock, par value $0.0001 per share |
|
BYNO |
|
OTC Pink Current 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 Current 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 1.01 Entry into
a Material Definitive Agreement.
On December 15, 2025,
byNordic Acquisition Corporation (“BYNO”, the “Company”) issued a promissory note
(the “Note”) in the principal amount of $300,000 to Achilles Capital AB (formerly named “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.
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.
Item 9.01. Financial
Statements and Exhibits.
| Exhibit No. |
|
Description |
| 10.1 |
|
Promissory Note dated as of December 15, 2025 |
| 104 |
|
Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document. |
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 19, 2025 |
BYNORDIC ACQUISITION CORPORATION |
| |
|
| |
By: |
/s/ Thomas Fairfield |
| |
Name: |
Thomas Fairfield |
| |
Title: |
Chief Financial Officer |
