[8-K] Offerpad Solutions Inc. Reports Material Event

Rhea-AI Filing Summary

byNordic Acquisition Corporation (NASDAQ delisted; now OTC: BYNO/ BYNOW) has filed a Preliminary Proxy (Schedule 14A) seeking stockholder approval at the 6 Aug 2025 teleconference Annual Meeting for three items:

• Extension Amendment (Proposal 1): authorizes the Board to extend the SPAC’s deadline to close a Business Combination from 12 Aug 2025 to 12 Aug 2026, in one-month increments, without further stockholder votes. Sponsor (Water by Nordic AB) will deposit an undisclosed cash amount into the Trust within five business days of approval in exchange for a non-interest-bearing promissory note.
• Directors Proposal (Proposal 2): re-elects the current five directors for a one-year term.
• Adjournment Proposal (Proposal 3): permits adjournment if quorum or vote thresholds are not met.

If the Extension fails and no deal closes by 12 Aug 2025, the SPAC must liquidate and redeem all public shares. As of 31 Mar 2025, only $12.1 million remains in the Trust (down from the original $176 million after substantial redemptions); public stockholders may elect to redeem again at an estimated ≈$11-$12 per share. The sponsor and insiders control ≈72.5% of voting power and intend to vote FOR all proposals and waive their own redemption rights.

Key risk disclosures highlight (i) continued delisting to OTC Pink and very limited trading liquidity, (ii) numerous sponsor loans and convertible promissory notes funding working capital, (iii) potential 1% IRA excise tax on future redemptions, and (iv) possible CFIUS review because the foreign-controlled sponsor could limit U.S. target options.

Voting thresholds: Extension requires ≥65% of all outstanding common shares; directors require plurality; adjournment needs majority of votes cast.

Positive

• Sponsor funding commitment: cash deposits for each extension reduce immediate liquidation risk without using trust assets.
• Redemption option preserved: public shareholders can exit at ≈trust value both at extension and future business-combination vote.

Negative

• Trust depleted to $12.1 million after large prior redemptions, limiting deal size and attractiveness.
• OTC Pink listing curtails liquidity and may depress valuation.
• High insider voting control (72.5%) diminishes minority influence and virtually guarantees proposal passage.
• Potential CFIUS review due to foreign sponsor could block or delay U.S. acquisitions.
• Series of promissory notes add leverage and possible dilution through optional conversion.
• 1% IRA excise tax on redemptions could erode cash available for a deal.

Insights

SPAC Financial Analyst

TL;DR – Extension buys time but trust is thin; dilution and OTC delisting weigh on value.

The filing underscores byNordic’s struggle to secure a viable target after heavy redemptions that cut the trust to $12 million (≈93% depleted). Sponsor back-stop deposits and multiple working-capital notes show commitment, yet also raise leverage and potential dilution via convertible notes. Continued listing on OTC Pink limits liquidity and institutional interest. Approval would avoid imminent liquidation, but investors face execution risk, CFIUS uncertainty, and the 1% excise tax drag. Overall impact: modestly negative.

Corporate Governance & Regulatory Specialist

TL;DR – High insider control likely secures votes; CFIUS and governance risks persist.

Insiders control 72.5% of voting power, virtually assuring passage. However, the foreign-controlled sponsor heightens CFIUS scrutiny on any U.S. target, potentially delaying or blocking deals. The ability to extend monthly without further stockholder input reduces minority leverage. Re-election of the same board maintains continuity but offers limited independent oversight. Impact: governance-negative, though procedurally acceptable.

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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): June 30, 2025

Offerpad Solutions Inc.

(Exact name of Registrant as Specified in Its Charter)

Delaware		001-39641		85-2800538
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

433 S. Farmer Avenue
Suite 500
Tempe, Arizona		85281
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s Telephone Number, Including Area Code: (844) 388-4539

N/A

(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
Class A common stock, $0.0001 par value per share		OPAD		The New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

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.

On June 30, 2025, OP SPE Borrower Parent, LLC (“SPE”), as parent borrower, OP SPE PHX1, LLC (“PHX1”), as borrower, and OP SPE TPA1, LLC (“TPA1”), as borrower, each an indirect wholly owned subsidiary of Offerpad Solutions Inc., and Citibank, N.A., as lender, agreed that the senior facility uncommitted amount under that certain Third Amended and Restated Master Loan and Security Agreement, dated as of June 7, 2022, by and among SPE, PHX1, TPA1, Citibank, N.A., as lender, and Wells Fargo, N.A., as calculation agent and paying agent, as amended, would be reduced from $375 million to $175 million.

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 thereunto duly authorized.

						Offerpad Solutions Inc.
Date: July 7, 2025				By:		/s/ Peter Knag
						Peter Knag Chief Financial Officer

FAQ

What does BYNOW’s Extension Amendment Proposal seek to change?

It allows the Board to extend the SPAC deadline monthly from 12 Aug 2025 up to 12 Aug 2026 without another shareholder vote.

How much money remains in byNordic’s trust account?

Approximately $12.1 million as of 31 Mar 2025 after prior redemptions.

Can BYNOW shareholders redeem if the extension is approved?

Yes. Holders may redeem at an estimated ≈$11-$12 per share, calculated as trust cash divided by outstanding public shares.

What vote is required for the extension to pass?

At least 65 % of all outstanding common shares must vote FOR the Extension Amendment Proposal.

Why is CFIUS mentioned in the proxy statement?

The foreign-controlled sponsor may trigger CFIUS review of any U.S. target, which could delay or prevent a merger.

Where do BYNOW shares trade after the Nasdaq delisting?

The Class A shares now trade on the OTC Pink Limited Market under symbols BYNO/BYNOW.