[8-K] BYNORDIC ACQ CORP WTS Reports Material Event

Rhea-AI Filing Summary

Mineralys Therapeutics, Inc. (MLYS) has filed a Form 144 indicating a planned sale of 15,884 common shares through broker Merrill Lynch. Based on the stated aggregate market value, the transaction is valued at approximately $230,430. The shares were acquired on 07/10/2025 via the vesting of a restricted stock unit award granted under the company’s equity-compensation plan and are expected to be sold on or after 07/11/2025 on the NASDAQ.

The filing shows 65,175,287 shares outstanding; the proposed sale therefore represents roughly 0.02 % of total shares. No other sales by the filer have occurred in the past three months, and no material adverse information was asserted in the certification section.

Insights

Securities Analyst

TL;DR: Small insider sale (~0.02 % of float) via RSU vesting; minimal market impact expected.

The Form 144 discloses a routine disposition of 15,884 shares valued at about $230k, stemming from equity compensation. Relative to the 65.2 million shares outstanding, the transaction is immaterial and unlikely to influence supply-demand dynamics or investor sentiment in a meaningful way. The absence of prior sales in the last three months further limits signaling value. Overall, the filing is informational rather than impactful.

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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.

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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: July 11, 2025	BYNORDIC ACQUISITION CORPORATION
	By:	/s/ Thomas Fairfield
	Name:	Thomas Fairfield
	Title:	Chief Financial Officer

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FAQ

How many Mineralys Therapeutics (MLYS) shares are being sold under the Form 144?

The notice covers 15,884 common shares.

What is the approximate market value of the proposed share sale?

The aggregate market value is stated as $230,430.05.

When is the expected sale date for the MLYS shares?

The filing lists an approximate sale date of 07/11/2025.

How were the shares to be sold acquired?

They were obtained on 07/10/2025 through the vesting of a restricted stock unit award granted under the company’s equity plan.

What percentage of Mineralys Therapeutics’ outstanding shares does the sale represent?

With 65,175,287 shares outstanding, the 15,884-share sale equals roughly 0.02 % of total shares.

Which broker is handling the transaction?

The shares will be sold through Merrill Lynch, 225 Liberty St, New York, NY 10281.

Were any other shares sold by the filer in the past three months?

No. The filing states "Nothing to Report" for prior 3-month sales.