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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 10, 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 August 12, 2025
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 July 10, 2025, the Company funded the extension
that had previously been approved by the Board by depositing $40,312 into the Trust Account, thereby extending the time available to the
Company to consummate its initial business combination from July 12, 2025 to August 12, 2025 (the “July 2025 Extension”).
BYNO issued the press release distributed
herewith July 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, 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. |
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 11, 2025 |
BYNORDIC ACQUISITION CORPORATION |
| |
|
| |
By: |
/s/ Thomas Fairfield |
| |
Name: |
Thomas Fairfield |
| |
Title: |
Chief Financial Officer |
