false 0001801417 0001801417 2024-08-01 2024-08-01 0001801417 BYNO:UnitsEachConsistingOfOneShareOfClassCommonStockParValue0.0001AndOnehalfOfOneRedeemableWarrantMember 2024-08-01 2024-08-01 0001801417 BYNO:ClassCommonStockParValue0.0001PerShareMember 2024-08-01 2024-08-01 0001801417 BYNO:RedeemableWarrantsEachWholeWarrantExercisableForOneShareOfClassCommonStockAtExercisePriceOf11.50PerShareMember 2024-08-01 2024-08-01 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

 

 

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): August 1, 2024

 

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

 

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 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

 

As previously disclosed, on April 10, 2024, The Nasdaq Stock Market LLC (“Nasdaq”) notified byNordic Acquisition Corporation (the “Company”) that it did not comply with the minimum 400 total shareholders requirement for continued inclusion set forth in Nasdaq’s Listing Rule 5450(a)(2) (the “Rule”). The Company submitted a plan of compliance on May 24, 2024 demonstrating how it would cure the deficiency in compliance.

 

On August 1, 2024, Nasdaq notified the Company that it had determined that it would be unable to grant the Company’s request for continued listing on Nasdaq. As a result, unless the Company requests an appeal of the determination by August 8, 2024, trading of the Company’s securities will be suspended at the opening of business on August 12, 2024, and a Form 25-NSE will be filed with the Securities and Exchange Commission, which will remove the Company’s securities from listing and registration on Nasdaq.

 

The Company plans to request an appeal of the determination by August 8, 2024, which will stay the suspension of the Company’s securities and the filing of the Form 25-NSE pending the hearing panel’s decision.

 

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.

 

1

 

 

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: August 2, 2024 BYNORDIC ACQUISITION CORPORATION
   
  By: /s/ Thomas Fairfield
  Name: Thomas Fairfield
  Title: Chief Financial Officer

 

 

2

 

v3.24.2.u1
Cover
Aug. 01, 2024
Document Type 8-K
Amendment Flag false
Document Period End Date Aug. 01, 2024
Entity File Number 001-41273
Entity Registrant Name BYNORDIC ACQUISITION CORPORATION
Entity Central Index Key 0001801417
Entity Tax Identification Number 85-4529780
Entity Incorporation, State or Country Code DE
Entity Address, Address Line One c/o Pir 29
Entity Address, Address Line Two Einar Hansens Esplanad 29
Entity Address, City or Town Malmö
Entity Address, Country SE
Entity Address, Postal Zip Code 211 13
City Area Code 46
Local Phone Number 707 29 41
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Entity Emerging Growth Company true
Elected Not To Use the Extended Transition Period false
Units, each consisting of one share of Class A common stock, par value $0.0001, and one-half of one redeemable warrant  
Title of 12(b) Security Units, each consisting of one share of Class A common stock, par value $0.0001, and one-half of one redeemable warrant
Trading Symbol BYNOU
Security Exchange Name NASDAQ
Class A common stock, par value $0.0001 per share  
Title of 12(b) Security Class A common stock, par value $0.0001 per share
Trading Symbol BYNO
Security Exchange Name NASDAQ
Redeemable warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50 per share  
Title of 12(b) Security Redeemable warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50 per share
Trading Symbol BYNOW
Security Exchange Name NASDAQ
byNordic Acquisition (NASDAQ:BYNOU)
Historical Stock Chart
From Feb 2025 to Mar 2025 Click Here for more byNordic Acquisition Charts.
byNordic Acquisition (NASDAQ:BYNOU)
Historical Stock Chart
From Mar 2024 to Mar 2025 Click Here for more byNordic Acquisition Charts.