BYNO / byNordic Acquisition Corporation - Depositi SEC, Relazione annuale, dichiarazione di delega

byNordic Acquisition Corporation
US ˙ OTCPK ˙ US1244201000

Statistiche di base
CIK 1801417
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis. These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to byNordic Acquisition Corporation
SEC Filings (Chronological Order)
Questa pagina fornisce un elenco completo e cronologico dei depositi SEC, esclusi i documenti di proprietà che forniamo altrove.
August 19, 2025 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended June 30, 2025 ☐ TRANSITION REPORT PURSUANT TO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended June 30, 2025 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-41273 BYNORDIC ACQUISITION C

August 14, 2025 NT 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC FILE NUMBER 001-41273 CUSIP NUMBER 124420100 (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: June 30, 2025 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transit

August 11, 2025 EX-10.1

PROMISSORY NOTE

Exhibit 10.1 THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE MAKER TH

August 11, 2025 8-K

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 5, 2025 BYNORDIC ACQUISITI

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 5, 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 o

August 11, 2025 EX-3.1

AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF BYNORDIC ACQUISITION CORPORATION Pursuant to Section 242 of the Delaware General Corporation Law

Exhibit 3.1 Delaware Page 1 The First State I, CHARUNI PATIBANDA-SANCHEZ, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF AMENDMENT OF “BYNORDIC ACQUISITION CORPORATION”, FILED IN THIS OFFICE ON THE EIGHTH DAY OF AUGUST, A.D. 2025, AT 1:45 O`CLOCK P.M. /s/ Charuni Patibanda-Sanchez Charuni Patibanda-Sanchez, Secretary of

July 23, 2025 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE (RULE 14a-101) SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE (RULE 14a-101) SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 1

July 11, 2025 EX-99.1

byNordic Acquisition Corporation Announces Extension of Deadline to Complete Business Combination

Exhibit 99.1 byNordic Acquisition Corporation Announces Extension of Deadline to Complete Business Combination New York, NY, July 11, 2025 (GLOBE NEWSWIRE) - byNordic Acquisition Corporation (“BYNO” or the “Company”), a special purpose acquisition company, announced today that the Company has timely deposited into the Company’s trust account (the “Trust Account”), an aggregate of $40,312, in order

July 11, 2025 8-K

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 ACQUISITIO

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 or

July 7, 2025 PRE 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE (RULE 14a-101) SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE (RULE 14a-101) SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 1

June 10, 2025 8-K

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 6, 2025 BYNORDIC ACQUISITION

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 6, 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 org

June 10, 2025 EX-10.1

PROMISSORY NOTE

Exhibit 10.1 THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE MAKER TH

June 10, 2025 EX-99.1

byNordic Acquisition Corporation Announces Extension of Deadline to Complete Business Combination

Exhibit 99.1 byNordic Acquisition Corporation Announces Extension of Deadline to Complete Business Combination New York, NY, June 10, 2025 (GLOBE NEWSWIRE) - byNordic Acquisition Corporation (“BYNO” or the “Company”), a special purpose acquisition company, announced today that the Company has timely deposited into the Company’s trust account (the “Trust Account”), an aggregate of $40,312, in order

May 15, 2025 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended March 31, 2025 ☐ TRANSITION REPORT PURSUANT T

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended March 31, 2025 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-41273 BYNORDIC ACQUISITION

May 9, 2025 8-K

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): May 8, 2025 BYNORDIC ACQUISITION

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): May 8, 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 orga

May 9, 2025 EX-99.1

byNordic Acquisition Corporation Announces Extension of Deadline to Complete Business Combination

Exhibit 99.1 byNordic Acquisition Corporation Announces Extension of Deadline to Complete Business Combination New York, NY, May 9, 2025 (GLOBE NEWSWIRE) - byNordic Acquisition Corporation (“BYNO” or the “Company”), a special purpose acquisition company, announced today that the Company has timely deposited into the Company’s trust account (the “Trust Account”), an aggregate of $40,312, in order t

May 7, 2025 EX-16.1

Letter from Marcum LLP, dated May 7, 2025 addressed to the Securities and Exchange Commission.

Exhibit 99.1 May 7, 2025 Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Re: byNordic Acquisition Corporation Commission File Number 001-41273 Commissioners: We have read the statements made by byNordic Acquisition Corporation under Item 4.01 of its Form 8-K dated May 7, 2025. We agree with the statements concerning our Firm in such Form 8-K. We are not in a position to

May 7, 2025 8-K

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): May 2, 2025 BYNORDIC ACQUISITION

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): May 2, 2025 BYNORDIC ACQUISITION CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-41273 85-4529780 (State or other jurisdiction of (Commission File Numb

April 14, 2025 8-K

Other Events, Financial Statements and Exhibits

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): April 10, 2025 BYNORDIC ACQUISITION CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-41273 85-4529780 (State or other jurisdiction of (Commission File N

April 14, 2025 EX-99.1

byNordic Acquisition Corporation Announces Extension of Deadline to Complete Business Combination

Exhibit 99.1 byNordic Acquisition Corporation Announces Extension of Deadline to Complete Business Combination New York, NY, April 14, 2025 (GLOBE NEWSWIRE) - byNordic Acquisition Corporation (“BYNO” or the “Company”), a special purpose acquisition company, announced today that the Company has timely deposited into the Company’s trust account (the “Trust Account”), an aggregate of $40,312, in orde

March 31, 2025 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 ☐ TRANSITION REPORT PURSUA

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-41273 BYNORDIC ACQUISIT

March 31, 2025 EX-4.1

Description of Registered Securities.*

Exhibit 4.1 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED The Company has the following three classes of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”): (i) its Units, consisting of one share of Class A common stock (as defined below) and one-half of one

March 31, 2025 EX-19.1

Insider Trading Policy*

Exhibit 19.1 BYNORDIC ACQUISITION CORPORATION Insider Trading Policy Table of Contents Page PART I 2 1. Applicability 2 2. General Policy: No Trading or Causing Trading While in Possession of Material Nonpublic Information 2 3. Definitions 2 4. Violations of Insider Trading Rules and Regulations 4 PART II 5 1. Blackout Periods 5 2. Trading Window 6 3. Pre-Clearance of Securities Transactions 6 4.

March 12, 2025 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Other Events

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): March 7, 2025 BYNORDIC ACQUISITION CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-41273 85-4529780 (State or other jurisdiction of (Commission File Nu

March 12, 2025 EX-10.1

Promissory Note, dated March 7, 2025

Exhibit 10.1 THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE MAKER TH

March 12, 2025 EX-99.1

byNordic Acquisition Corporation Announces Extension of Deadline to Complete Business Combination

Exhibit 99.1 byNordic Acquisition Corporation Announces Extension of Deadline to Complete Business Combination New York, NY, March 12, 2025 (GLOBE NEWSWIRE) - byNordic Acquisition Corporation (“BYNO” or the “Company”), a special purpose acquisition company, announced today that the Company has timely deposited into the Company’s trust account (the “Trust Account”), an aggregate of $40,312, in orde

February 14, 2025 EX-99.1

byNordic Acquisition Corporation Announces Extension of Deadline to Complete Business Combination

Exhibit 99.1 byNordic Acquisition Corporation Announces Extension of Deadline to Complete Business Combination New York, NY, Feb. 14, 2025 (GLOBE NEWSWIRE) - byNordic Acquisition Corporation (NASDAQ: BYNO (“BYNO” or the “Company”), a special purpose acquisition company, announced today that the Company has timely deposited into the Company’s trust account (the “Trust Account”), an aggregate of $40

February 14, 2025 EX-24.1

POWER OF ATTORNEY FOR CERTAIN REGULATORY FILINGS INCLUDING CERTAIN FILINGS UNDER THE SECURITIES EXCHANGE ACT OF 1934 AND THE INVESTMENT ADVISERS ACT OF 1940

EX-24.1 2 tm255579d2ex24-1.htm EXHIBIT 1 Exhibit 1 POWER OF ATTORNEY FOR CERTAIN REGULATORY FILINGS INCLUDING CERTAIN FILINGS UNDER THE SECURITIES EXCHANGE ACT OF 1934 AND THE INVESTMENT ADVISERS ACT OF 1940 I, David E. Shaw, hereby make, constitute, and appoint each of Adam Deaton, Anne Dinning, Edward Fishman, Alexis Halaby, Edwin Jager, Martin Lebwohl, Daniel Marcus, Anoop Prasad, Maximilian St

February 14, 2025 EX-99.1

JOINT FILING AGREEMENT

EX-99.1 4 tm255579d2ex99-1.htm EXHIBIT 3 Exhibit 3 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, each of the undersigned Reporting Persons hereby agrees to the joint filing, along with all other such Reporting Persons, on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the Class

February 14, 2025 EX-24.2

POWER OF ATTORNEY FOR CERTAIN REGULATORY FILINGS INCLUDING CERTAIN FILINGS UNDER THE SECURITIES EXCHANGE ACT OF 1934 AND THE INVESTMENT ADVISERS ACT OF 1940

EX-24.2 3 tm255579d2ex24-2.htm EXHIBIT 2 Exhibit 2 POWER OF ATTORNEY FOR CERTAIN REGULATORY FILINGS INCLUDING CERTAIN FILINGS UNDER THE SECURITIES EXCHANGE ACT OF 1934 AND THE INVESTMENT ADVISERS ACT OF 1940 I, David E. Shaw, hereby make, constitute, and appoint each of Adam Deaton, Anne Dinning, Edward Fishman, Alexis Halaby, Edwin Jager, Martin Lebwohl, Daniel Marcus, Anoop Prasad, Maximilian St

February 14, 2025 EX-1

JOINT FILING AGREEMENT

EXHIBIT A JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree that this Statement is being jointly filed, and all amendments thereto will be jointly filed, by Water by Nordic AB, as the main and designated filer, on behalf of each of the persons and entities named below that is named as a reporting person in such filing.

February 14, 2025 8-K

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits, Other Events

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): February 10, 2025 BYNORDIC ACQUISITION CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-41273 85-4529780 (State or other jurisdiction of (Commission Fil

February 13, 2025 EX-1

JOINT FILING STATEMENT PURSUANT TO RULE 13D-1(K)(1)

EX-1 2 ex1.htm Exhibit I JOINT FILING STATEMENT PURSUANT TO RULE 13D-1(K)(1) The undersigned hereby consent and agree to the joint filing of Schedule 13G under the Securities Exchange Act of 1934, as amended, with respect to the Shares of byNordic Acquisition Corporation together with any or all amendments thereto, when and if required. The parties hereto further consent and agree to file this Joi

January 13, 2025 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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): January 10, 2025 BYNORDIC ACQUISITION CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-41273 85-4529780 (State or other jurisdiction of (Commission File

January 10, 2025 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Other Events

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): January 8, 2025 BYNORDIC ACQUISITION CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-41273 85-4529780 (State or other jurisdiction of (Commission File

January 10, 2025 EX-99.1

byNordic Acquisition Corporation Announces Extension of Deadline to Complete Business Combination

Exhibit 99.1 byNordic Acquisition Corporation Announces Extension of Deadline to Complete Business Combination New York, NY, Jan. 10, 2025 (GLOBE NEWSWIRE) - byNordic Acquisition Corporation (NASDAQ: BYNO (“BYNO” or the “Company”), a special purpose acquisition company, announced today that the Company has timely deposited into the Company’s trust account (the “Trust Account”), an aggregate of $40

January 10, 2025 EX-10.1

Promissory Note, dated January 8, 2025

Exhibit 10.1 THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE MAKER TH

December 23, 2024 EX-10.1

Promissory Note, dated December 19, 2024

Exhibit 10.1 THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE MAKER TH

December 23, 2024 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

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 19, 2024 BYNORDIC ACQUISITION CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-41273 85-4529780 (State or other jurisdiction of (Commission Fil

December 13, 2024 8-K

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 12, 2024 BYNORDIC ACQUIS

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 12, 2024 BYNORDIC ACQUISITION CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-41273 85-4529780 (State or other jurisdiction of incorporation o

December 13, 2024 EX-99.1

byNordic Acquisition Corporation Announces Extension of Deadline to Complete Business Combination

Exhibit 99.1 byNordic Acquisition Corporation Announces Extension of Deadline to Complete Business Combination New York, NY, Dec. 13, 2024 (GLOBE NEWSWIRE) - byNordic Acquisition Corporation (NASDAQ: BYNO (“BYNO” or the “Company”), a special purpose acquisition company, announced today that the Company has timely deposited into the Company’s trust account (the “Trust Account”), an aggregate of $40

November 20, 2024 SC 13G

BYNO / byNordic Acquisition Corporation / BOOTHBAY FUND MANAGEMENT, LLC Passive Investment

SC 13G 1 formsc13g.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 0)* byNordic Acquisition Corporation (Name of Issuer) Class A common stock, $0.0001 par value per share (Title of Class of Securities) 124420100 (CUSIP Number) November 13, 2024 (Date of Event which Requires Filing of this Statement) C

November 14, 2024 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended September 30, 2024 ☐ TRANSITION REPORT PURSUA

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended September 30, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-41273 BYNORDIC ACQUISIT

November 14, 2024 SC 13G/A

BYNO / byNordic Acquisition Corporation / RIVERNORTH CAPITAL MANAGEMENT, LLC Passive Investment

SC 13G/A 1 fp0090471-7sc13ga.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (AMENDMENT NO. 1)* byNordic Acquisition Corporation (Name of Issuer) Class A common stock, $0.0001 par value (Title of Class of Securities)

November 14, 2024 EX-99.2

POWER OF ATTORNEY FOR CERTAIN REGULATORY FILINGS INCLUDING CERTAIN FILINGS UNDER THE SECURITIES EXCHANGE ACT OF 1934 AND THE INVESTMENT ADVISERS ACT OF 1940

EX-99.2 3 tm2427841d6ex-2.htm EXHIBIT 2 Exhibit 2 POWER OF ATTORNEY FOR CERTAIN REGULATORY FILINGS INCLUDING CERTAIN FILINGS UNDER THE SECURITIES EXCHANGE ACT OF 1934 AND THE INVESTMENT ADVISERS ACT OF 1940 I, David E. Shaw, hereby make, constitute, and appoint each of Adam Deaton, Anne Dinning, Edward Fishman, Alexis Halaby, Edwin Jager, Martin Lebwohl, Daniel Marcus, Anoop Prasad, Maximilian Sto

November 14, 2024 SC 13G

BYNO / byNordic Acquisition Corporation / AQR CAPITAL MANAGEMENT LLC - AQR CAPITAL MANAGEMENT LLC Passive Investment

SC 13G 1 byno111424.htm AQR CAPITAL MANAGEMENT LLC UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 BYNORDIC ACQUISITION CORPORATION (Name of Issuer) Class A common stock, $0.0001 par value (Title of Class of Securities) 124420100 (CUSIP Number) September 30, 2024 (Date of Event which Requires Filing of this Statement) C

November 14, 2024 SC 13G

BYNO / byNordic Acquisition Corporation / D. E. SHAW & CO, L.P. - SC 13G Passive Investment

SC 13G 1 tm2427841d6sc13g.htm SC 13G SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Amendment No. )* Under the Securities Exchange Act of 1934 byNordic Acquisition Corporation (Name of Issuer) Class A common stock, $0.0001 par value per share (Title of Class of Securities) 124420100 (CUSIP Number) September 30, 2024 (Date of Event Which Requires Filing of this Statement) C

November 14, 2024 EX-99.3

JOINT FILING AGREEMENT

EX-99.3 4 tm2427841d6ex-3.htm EXHIBIT 3 Exhibit 3 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, each of the undersigned Reporting Persons hereby agrees to the joint filing, along with all other such Reporting Persons, on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the Class

November 14, 2024 EX-99.1

POWER OF ATTORNEY FOR CERTAIN REGULATORY FILINGS INCLUDING CERTAIN FILINGS UNDER THE SECURITIES EXCHANGE ACT OF 1934 AND THE INVESTMENT ADVISERS ACT OF 1940

EX-99.1 2 tm2427841d6ex-1.htm EXHIBIT 1 Exhibit 1 POWER OF ATTORNEY FOR CERTAIN REGULATORY FILINGS INCLUDING CERTAIN FILINGS UNDER THE SECURITIES EXCHANGE ACT OF 1934 AND THE INVESTMENT ADVISERS ACT OF 1940 I, David E. Shaw, hereby make, constitute, and appoint each of Adam Deaton, Anne Dinning, Edward Fishman, Alexis Halaby, Edwin Jager, Martin Lebwohl, Daniel Marcus, Anoop Prasad, Maximilian Sto

November 12, 2024 SC 13G/A

BYNO / byNordic Acquisition Corporation / PERISCOPE CAPITAL INC. - SC 13G/A Passive Investment

SC 13G/A 1 d812264dsc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* byNordic Acquisition Corp (Name of Issuer) Class A common stock, par value $0.0001 per share (Title of Class of Securities) 124420100 (CUSIP Number) September 30, 2024 (Date of Event which Requires Filing of this St

November 12, 2024 EX-99.1

byNordic Acquisition Corporation Announces Extension of Deadline to Complete Business Combination

Exhibit 99.1 byNordic Acquisition Corporation Announces Extension of Deadline to Complete Business Combination New York, NY, Nov. 12, 2024 (GLOBE NEWSWIRE) - byNordic Acquisition Corporation (NASDAQ: BYNO (“BYNO” or the “Company”), a special purpose acquisition company, announced today that the Company has timely deposited into the Company’s trust account (the “Trust Account”), an aggregate of $40

November 12, 2024 8-K

Financial Statements and Exhibits, Other Events

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): November 8, 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

October 11, 2024 EX-99.1

byNordic Acquisition Corporation Announces Extension of Deadline to Complete Business Combination

EX-99.1 2 ea021739101ex99-1bynordic.htm PRESS RELEASE Exhibit 99.1 byNordic Acquisition Corporation Announces Extension of Deadline to Complete Business Combination New York, NY, Oct. 11, 2024 (GLOBE NEWSWIRE) - byNordic Acquisition Corporation (NASDAQ: BYNO (“BYNO” or the “Company”), a special purpose acquisition company, announced today that the Company has timely deposited into the Company’s tr

October 11, 2024 8-K

Financial Statements and Exhibits, Other Events

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): October 10, 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

September 30, 2024 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

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): September 24, 2024 BYNORDIC ACQUISITION CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-41273 85-4529780 (State or other jurisdiction of (Commission Fi

September 30, 2024 EX-10.1

Promissory Note, dated September 24, 2024 (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the Securities & Exchange Commission on September 30, 2024)

Exhibit 10.1 THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE MAKER TH

September 12, 2024 8-K

Financial Statements and Exhibits, Other Events

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): September 10, 2024 BYNORDIC ACQUISITION CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-41273 85-4529780 (State or other jurisdiction of incorporation

September 12, 2024 EX-99.1

byNordic Acquisition Corporation Announces Extension of Deadline to Complete Business Combination

Exhibit 99.1 byNordic Acquisition Corporation Announces Extension of Deadline to Complete Business Combination New York, NY, September 12, 2024 (GLOBE NEWSWIRE) - byNordic Acquisition Corporation (NASDAQ: BYNO (“BYNO” or the “Company”), a special purpose acquisition company, announced today that the Company has timely deposited into the Company’s trust account (the “Trust Account”), an aggregate o

September 5, 2024 8-K

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

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): September 5, 2024 BYNORDIC ACQUISITION CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-41273 85-4529780 (State or other jurisdiction of incorporation o

August 19, 2024 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended June 30, 2024 ☐ TRANSITION REPORT PURSUANT TO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended June 30, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-41273 BYNORDIC ACQUISITION C

August 14, 2024 NT 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 SEC FILE NUMBER 001-41273 NOTIFICATION OF LATE FILING CUSIP NUMBER 124420100 (Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: June 30, 2024 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transit

August 9, 2024 EX-3.1

Charter Amendment to the Amended and Restated Certificate of Incorporation of byNordic Acquisition Corporation dated August 8, 2024 (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed with the Securities & Exchange Commission on August 9, 2024)

Exhibit 3.1

August 9, 2024 EX-10.1

Promissory Note, dated August 5, 2024 (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the Securities & Exchange Commission on August 9, 2024)

Exhibit 10.1 THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE MAKER TH

August 9, 2024 8-K

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Other Events, Submission of Matters to a Vote of Security Holders

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 5, 2024 BYNORDIC ACQUISITION CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-41273 85-4529780 (State or other jurisdiction of (Commission File N

August 6, 2024 EX-99.1

Press Release

Exhibit 99.1 byNordic Acquisition Corporation Signs Letter of Intent for Business Combination with Sivers Semiconductors’ Wholly Owned Photonics Subsidiary Merger Expected to Unlock Significant Value as Independent US NASDAQ Listed Photonics Company New York , Aug. 06, 2024 (GLOBE NEWSWIRE) - byNordic Acquisition Corporation (“byNordic”, Nasdaq: BYNO), a publicly traded special purpose acquisition

August 6, 2024 DEFA14A

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 6, 2024 BYNORDIC ACQUISITI

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 6, 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 o

August 6, 2024 8-K

Financial Statements and Exhibits, Other Events

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 6, 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 o

August 6, 2024 EX-99.1

Merger Expected to Unlock Significant Value as Independent US NASDAQ Listed Photonics Company

Exhibit 99.1 byNordic Acquisition Corporation Signs Letter of Intent for Business Combination with Sivers Semiconductors’ Wholly Owned Photonics Subsidiary Merger Expected to Unlock Significant Value as Independent US NASDAQ Listed Photonics Company New York , Aug. 06, 2024 (GLOBE NEWSWIRE) - byNordic Acquisition Corporation (“byNordic”, Nasdaq: BYNO), a publicly traded special purpose acquisition

August 2, 2024 8-K

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

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 o

July 18, 2024 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy State

July 12, 2024 EX-99.1

byNordic Acquisition Corporation Announces Extension of Deadline to Complete Business Combination

Exhibit 99.1 byNordic Acquisition Corporation Announces Extension of Deadline to Complete Business Combination New York, NY, July 12, 2024 (GLOBE NEWSWIRE) - byNordic Acquisition Corporation (NASDAQ: BYNO (“BYNO” or the “Company”), a special purpose acquisition company, announced today that the Company has timely deposited into the Company’s trust account (the “Trust Account”), an aggregate of $10

July 12, 2024 8-K

Financial Statements and Exhibits, Other Events

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 11, 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 or

July 11, 2024 PRER14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE (RULE 14a-101) SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 1)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE (RULE 14a-101) SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 1) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as p

July 11, 2024 CORRESP

Via Edgar

345 Park Avenue New York, NY 10154-1895 Direct Main Fax 212.407.4000 212.407.4000 212.407.4990 Via Edgar July 11, 2024 Kibum Park Dorrie Yale Division of Corporation Finance Office of Real Estate and Construction U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: byNordic Acquisition Corporation Preliminary Proxy Statement on Schedule 14A Filed July 5, 2024 Dear

July 5, 2024 PRE 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE (RULE 14a-101) SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE (RULE 14a-101) SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 1

June 17, 2024 EX-10.1

Promissory Note, dated June 17, 2024 (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the Securities & Exchange Commission on June 17, 2024)

Exhibit 10.1 THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE MAKER TH

June 17, 2024 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

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 17, 2024 BYNORDIC ACQUISITION CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-41273 85-4529780 (State or other jurisdiction of (Commission File Nu

June 10, 2024 8-K

Financial Statements and Exhibits, Other Events

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 10, 2024 BYNORDIC ACQUISITION CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-41273 85-4529780 (State or other jurisdiction of (Commission File Nu

June 10, 2024 EX-99.1

byNordic Acquisition Corporation Announces Extension of Deadline to Complete Business Combination

Exhibit 99.1 byNordic Acquisition Corporation Announces Extension of Deadline to Complete Business Combination New York, NY, June 10, 2024 (GLOBE NEWSWIRE) - byNordic Acquisition Corporation (NASDAQ: BYNO (“BYNO” or the “Company”), a special purpose acquisition company, announced today that the Company has timely deposited into the Company’s trust account (the “Trust Account”), an aggregate of $10

May 20, 2024 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended March 31, 2024 ☐ TRANSITION REPORT PURSUANT T

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended March 31, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-41273 BYNORDIC ACQUISITION

May 15, 2024 NT 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 SEC FILE NUMBER 001-41273 NOTIFICATION OF LATE FILING CUSIP NUMBER 124420100 (Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: March 31, 2024 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transi

May 10, 2024 EX-99.1

byNordic Acquisition Corporation Announces Extension of Deadline to Complete Business Combination

Exhibit 99.1 byNordic Acquisition Corporation Announces Extension of Deadline to Complete Business Combination New York, NY, May 10, 2024 (GLOBE NEWSWIRE) - byNordic Acquisition Corporation (NASDAQ: BYNO (“BYNO” or the “Company”), a special purpose acquisition company, announced today that the Company has timely deposited into the Company’s trust account (the “Trust Account”), an aggregate of $105

May 10, 2024 8-K

Financial Statements and Exhibits, Other Events

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): May 8, 2024 BYNORDIC ACQUISITION CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-41273 85-4529780 (State or other jurisdiction of (Commission File Numb

May 1, 2024 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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): April 30, 2024 BYNORDIC ACQUISITION CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-41273 85-4529780 (State or other jurisdiction of (Commission File N

April 12, 2024 8-K

Entry into a Material Definitive Agreement, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Other Events

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): April 10, 2024 BYNORDIC ACQUISITION CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-41273 85-4529780 (State or other jurisdiction of (Commission File N

April 12, 2024 EX-10.1

Promissory Note, dated April 10, 2024 (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the Securities & Exchange Commission on April 12, 2024)

Exhibit 10.1 THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE MAKER TH

April 12, 2024 EX-99.1

byNordic Acquisition Corporation Announces Extension of Deadline to Complete Business Combination

Exhibit 99.1 byNordic Acquisition Corporation Announces Extension of Deadline to Complete Business Combination New York, NY, April 12, 2024 (GLOBE NEWSWIRE) - byNordic Acquisition Corporation (NASDAQ: BYNO (“BYNO” or the “Company”), a special purpose acquisition company, announced today that the Company has timely deposited into the Company’s trust account (the “Trust Account”), an aggregate of $1

April 2, 2024 NT 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 SEC FILE NUMBER 001-41273 NOTIFICATION OF LATE FILING CUSIP NUMBER 124420100 (Check One): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: December 31, 2023 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Tra

April 2, 2024 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 ☐ TRANSITION REPORT PURSUA

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-41273 BYNORDIC ACQUISIT

April 2, 2024 EX-4.1

Description of Registered Securities.*

Exhibit 4.1 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED The Company has the following three classes of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”): (i) its Units, consisting of one share of Class A common stock (as defined below) and one-half of one

April 2, 2024 EX-97.

byNordic Acquisition Corporation Clawback Policy*

Exhibit 97 CLAWBACK POLICY BYNORDIC ACQUISITION CORPORATION PURPOSE byNordic Acquisition Corporation (the “Company”) believes that it is in the best interests of the Company and its shareholders to create and maintain a culture that emphasizes integrity and accountability and that reinforces the Company’s pay-for-performance compensation philosophy.

March 11, 2024 EX-99.1

byNordic Acquisition Corporation Announces Extension of Deadline to Complete Business Combination

Exhibit 99.1 byNordic Acquisition Corporation Announces Extension of Deadline to Complete Business Combination New York, NY, March 11, 2024 (GLOBE NEWSWIRE) - byNordic Acquisition Corporation (NASDAQ: BYNO (“BYNO” or the “Company”), a special purpose acquisition company, announced today that the Company has timely deposited into the Company’s trust account (the “Trust Account”), an aggregate of $1

March 11, 2024 8-K

Financial Statements and Exhibits, Other Events

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): March 11, 2024 BYNORDIC ACQUISITION CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-41273 85-4529780 (State or other jurisdiction of (Commission File N

February 14, 2024 EX-99.2

POWER OF ATTORNEY FOR CERTAIN REGULATORY FILINGS INCLUDING CERTAIN FILINGS UNDER THE SECURITIES EXCHANGE ACT OF 1934 AND THE INVESTMENT ADVISERS ACT OF 1940

EX-99.2 3 tm245263d6ex2.htm EXHIBIT 2 Exhibit 2 POWER OF ATTORNEY FOR CERTAIN REGULATORY FILINGS INCLUDING CERTAIN FILINGS UNDER THE SECURITIES EXCHANGE ACT OF 1934 AND THE INVESTMENT ADVISERS ACT OF 1940 I, David E. Shaw, hereby make, constitute, and appoint each of: Edward Fishman, Julius Gaudio, Martin Lebwohl, Maximilian Stone, David Sweet, Nathan Thomas, and Eric Wepsic, acting individually,

February 14, 2024 EX-99.3

JOINT FILING AGREEMENT

EX-99.3 4 tm245263d6ex3.htm EXHIBIT 3 Exhibit 3 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, each of the undersigned Reporting Persons hereby agrees to the joint filing, along with all other such Reporting Persons, on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the Class A

February 14, 2024 SC 13G/A

US1244201000 / byNordic Acquisition Corp. / D. E. SHAW & CO, L.P. - SC 13G/A Passive Investment

SC 13G/A 1 tm245263d6sc13ga.htm SC 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Amendment No. 1)* Under the Securities Exchange Act of 1934 byNordic Acquisition Corporation (Name of Issuer) Class A common stock, $0.0001 par value (Title of Class of Securities) 124420100 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Check t

February 14, 2024 SC 13G

US1244202099 / byNordic Acquisition Corp. / Water by Nordic AB - SCHEDULE 13G Passive Investment

SC 13G 1 ea193688-13gwaterbynordic.htm SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. )* byNordic Acquisition Corporation (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 124420209 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this St

February 14, 2024 SC 13G/A

US1244201000 / byNordic Acquisition Corp. / TENOR CAPITAL MANAGEMENT Co., L.P. Passive Investment

SC 13G/A 1 formsc13ga.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* byNordic Acquisition Corp. (Name of Issuer) Class A common stock, $0.0001 par value (Title of Class of Securities) 124420100 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Check the approp

February 14, 2024 SC 13G

US1244201000 / byNordic Acquisition Corp. / RIVERNORTH CAPITAL MANAGEMENT, LLC Passive Investment

SC 13G 1 fp0087161-14sc13g.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (AMENDMENT NO. 0)* byNordic Acquisition Corporation (Name of Issuer) Class A common stock, $0.0001 par value (Title of Class of Securities) 12

February 14, 2024 EX-99.1

POWER OF ATTORNEY FOR CERTAIN REGULATORY FILINGS INCLUDING CERTAIN FILINGS UNDER THE SECURITIES EXCHANGE ACT OF 1934 AND THE INVESTMENT ADVISERS ACT OF 1940

EX-99.1 2 tm245263d6ex1.htm EXHIBIT 1 Exhibit 1 POWER OF ATTORNEY FOR CERTAIN REGULATORY FILINGS INCLUDING CERTAIN FILINGS UNDER THE SECURITIES EXCHANGE ACT OF 1934 AND THE INVESTMENT ADVISERS ACT OF 1940 I, David E. Shaw, hereby make, constitute, and appoint each of: Edward Fishman, Julius Gaudio, Martin Lebwohl, Maximilian Stone, David Sweet, Nathan Thomas, and Eric Wepsic, acting individually,

February 13, 2024 EX-99.B

Power of Attorney

EX-99.B 3 d737602dex99b.htm EX-99.B Exhibit B Power of Attorney Pursuant to and in accordance with the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the rules and regulations thereunder, the undersigned, in the undersigned capacity as an authorized representative of Mizuho Bank, Ltd., Mizuho Americas LLC and Mizuho Securities USA LLC (collectively, the “Companies”), hereby g

February 13, 2024 EX-99.A

Lists of the relevant subsidiaries Subsidiary Principal business office Classification Mizuho Bank, Ltd 1–5–5, Otemachi, Chiyoda–ku, Tokyo 100–8176, Japan A non-U.S. institution equivalent to Bank Mizuho Americas LLC 1271 Avenue of the Americas, NY,

EX-99.A 2 d737602dex99a.htm EX-99.A Exhibit A Lists of the relevant subsidiaries Subsidiary Principal business office Classification Mizuho Bank, Ltd 1–5–5, Otemachi, Chiyoda–ku, Tokyo 100–8176, Japan A non-U.S. institution equivalent to Bank Mizuho Americas LLC 1271 Avenue of the Americas, NY, NY 10020, USA A parent holding company Mizuho Securities USA LLC 1271 Avenue of the Americas, NY, NY 100

February 13, 2024 SC 13G

US1244201000 / byNordic Acquisition Corp. / MIZUHO FINANCIAL GROUP INC - SC 13G Passive Investment

SC 13G 1 d737602dsc13g.htm SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.  )* byNordic Acquisition Corporation (Name of Issuer) Common Shares (Title of Class of Securities) 124420100 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box

February 9, 2024 EX-99.1

byNordic Acquisition Corporation Announces Extension of Deadline to Complete Business Combination

Exhibit 99.1 byNordic Acquisition Corporation Announces Extension of Deadline to Complete Business Combination New York, NY, Feb. 09, 2024 (GLOBE NEWSWIRE) - byNordic Acquisition Corporation (NASDAQ: BYNO (“BYNO” or the “Company”), a special purpose acquisition company, announced today that the Company has timely deposited into the Company’s trust account (the “Trust Account”), an aggregate of $10

February 9, 2024 SC 13G

US1244201000 / byNordic Acquisition Corp. / PERISCOPE CAPITAL INC. - SC 13G Passive Investment

SC 13G 1 d728028dsc13g.htm SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.  )* byNordic Acquisition Corporation (Name of Issuer) Class A common stock, par value $0.0001 per share (Title of Class of Securities) 124420100 (CUSIP Number) December 31, 2023 (Date of Event which Requires Filing of this S

February 9, 2024 8-K

Financial Statements and Exhibits, Other Events

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): February 8, 2024 BYNORDIC ACQUISITION CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-41273 85-4529780 (State or other jurisdiction of (Commission File

February 6, 2024 SC 13G/A

US1244201000 / byNordic Acquisition Corp. / Apollo Management Holdings GP, LLC - SC 13G/A Passive Investment

SC 13G/A 1 tm245174d8sc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Amendment No. 2)* Under the Securities Exchange Act of 1934 byNordic Acquisition Corporation (Name of Issuer) Class A common stock, par value $0.0001 per share (Title of Class of Securities) 124420100 (CINS Number) December 31, 2023 (Date of Event Which Requires Filing of

January 19, 2024 SC 13G/A

US1244201000 / byNordic Acquisition Corp. / HIGHBRIDGE CAPITAL MANAGEMENT LLC Passive Investment

SC 13G/A 1 p24-0159sc13ga.htm SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* byNordic Acquisition Corporation (Name of Issuer) Class A Common Stock, $0.0001 par value per share (Title of Class of Securities) 124420100 (CUSIP Number) December 31, 2023 (Date of event which requires filing of this statement) Check

December 15, 2023 EX-10.1

Promissory Note, dated December 15, 2023.

Exhibit 10.1 THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE MAKER TH

December 15, 2023 8-K

Entry into a Material Definitive Agreement, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

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, 2023 BYNORDIC ACQUISITION CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-41273 85-4529780 (State or other jurisdiction of (Commission Fil

November 20, 2023 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended September 30, 2023 ☐ TRANSITION REPORT PURSUA

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended September 30, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-41273 BYNORDIC ACQUISIT

November 14, 2023 NT 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ☐ Form 10-K ☐ Form 20-F ☐Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: September 30, 2023 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-K For the Transition Pe

August 17, 2023 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended June 30, 2023 ☐ TRANSITION REPORT PURSUANT TO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended June 30, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-41273 BYNORDIC ACQUISITION C

August 14, 2023 NT 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ☐ Form 10-K ☐ Form 20-F ☐Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: June 30, 2023 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-K For the Transition Period

August 11, 2023 8-K

Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Other Events, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits

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 10, 2023 BYNORDIC ACQUISITION CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-41273 85-4529780 (State or other jurisdiction of incorporation) (C

August 11, 2023 EX-99.1

BYNORDIC ACQUISITION CORPORATION CONFIRMS FUNDING AND EXTENSION OF DEADLINE TO COMPLETE INITIAL BUSINESS COMBINATION

Exhibit 99.1 BYNORDIC ACQUISITION CORPORATION CONFIRMS FUNDING AND EXTENSION OF DEADLINE TO COMPLETE INITIAL BUSINESS COMBINATION New York/Malmö, Aug. 10, 2023 (GLOBE NEWSWIRE) - byNordic Acquisition Corporation (NASDAQ: BYNO) (the “Company”) today announced that its stockholders approved the proposals at the previously announced special meeting of stockholders of the Company (the “Special Meeting

August 11, 2023 EX-10.1

Promissory Note, dated August 10, 2023, between BYNO and the Sponsor.

Exhibit 10.1 THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE MAKER TH

August 11, 2023 EX-10.2

Promissory Note, dated August 10, 2023, between BYNO and the Sponsor.

Exhibit 10.2 THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE MAKER TH

August 11, 2023 EX-3.1

Redemption Limit Extension Amendment to Amended and Restated Certificate of Incorporation.

Exhibit 3.1 AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF BYNORDIC ACQUISITION CORPORATION Pursuant to Section 242 of the Delaware General Corporation Law BYNORDIC ACQUISITION CORPORATION (the “Corporation”), a corporation organized and existing under the laws of the State of Delaware, does hereby certify as follows: 1. The name of the Corporation is “byNordic Acquisition C

August 11, 2023 EX-3.2

Extension Amendment to the Amended and Restated Certificate of Incorporation.

Exhibit 3.2 AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF BYNORDIC ACQUISITION CORPORATION Pursuant to Section 242 of the Delaware General Corporation Law BYNORDIC ACQUISITION CORPORATION (the “Corporation”), a corporation organized and existing under the laws of the State of Delaware, does hereby certify as follows: 1. The name of the Corporation is “byNordic Acquisition C

August 8, 2023 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin

August 8, 2023 8-K

Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

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 4, 2023 BYNORDIC ACQUISITION CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-41273 85-4529780 (State or other jurisdiction of incorporation) (Co

August 4, 2023 EX-99.1

BYNORDIC ACQUISITION CORPORATION ANNOUNCES ADJOURNMENT OF SPECIAL MEETING OF STOCKHOLDERS

Exhibit 99.1 BYNORDIC ACQUISITION CORPORATION ANNOUNCES ADJOURNMENT OF SPECIAL MEETING OF STOCKHOLDERS New York/Malmö, Aug. 04, 2023 (GLOBE NEWSWIRE) - byNordic Acquisition Corporation (NASDAQ: BYNO) (the “Company”) today announced that it intends to adjourn, without conducting any business, the previously announced special meeting of stockholders of the Company (the “Special Meeting”), originally

August 4, 2023 8-K

Financial Statements and Exhibits, Other Events

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 4, 2023 BYNORDIC ACQUISITION CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-41273 85-4529780 (State or other jurisdiction of incorporation) (Co

August 4, 2023 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin

July 28, 2023 EX-99.1

BYNORDIC ACQUISITION CORPORATION ANNOUNCES CONTRIBUTIONS TO TRUST ACCOUNT IN CONNECTION WITH PROPOSED EXTENSION

Exhibit 99.1 BYNORDIC ACQUISITION CORPORATION ANNOUNCES CONTRIBUTIONS TO TRUST ACCOUNT IN CONNECTION WITH PROPOSED EXTENSION New York/Malmö, July 28, 2023 (GLOBE NEWSWIRE) - byNordic Acquisition Corporation (NASDAQ: BYNO) (the “Company”) today announced several actions being undertaken in anticipation of the previously announced special meeting of stockholders of the Company to be held at 10:00 a.

July 28, 2023 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin

July 28, 2023 8-K

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 28, 2023 BYNORDIC ACQUISITIO

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 28, 2023 BYNORDIC ACQUISITION CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-41273 85-4529780 (State or other jurisdiction of incorporation) (Com

July 14, 2023 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE (RULE 14a-101) SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE (RULE 14a-101) SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 1

July 13, 2023 CORRESP

byNordic Acquisition Corporation c/o Pir 29 Einar Hansens Esplanad 29 211 13 Malmö July 13, 2023

byNordic Acquisition Corporation c/o Pir 29 Einar Hansens Esplanad 29 211 13 Malmö Sweden July 13, 2023 U.

June 30, 2023 PRE 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE (RULE 14a-101) SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE (RULE 14a-101) SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 1

May 16, 2023 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended March 31, 2023 ☐ TRANSITION REPORT PURSUANT T

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended March 31, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-41273 BYNORDIC ACQUISITION

May 15, 2023 EX-99.2

byNordic Acquisition Corporation Confirms Funding and Extension of Deadline to Complete Initial Business Combination

Exhibit 99.2 byNordic Acquisition Corporation Confirms Funding and Extension of Deadline to Complete Initial Business Combination New York/Malmo, May 11, 2023 (GLOBE NEWSWIRE) - byNordic Acquisition Corporation (NASDAQ: BYNO) (the “Company”) announced today that its sponsor, Water by Nordic AB (the “Sponsor”), has deposited an additional $1,725,000 (representing $0.10 per public share) (the “Exten

May 15, 2023 EX-10.1

Promissory Note, dated May 9, 2023.

Exhibit 10.1 THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE MAKER TH

May 15, 2023 NT 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ☐ Form 10-K ☐ Form 20-F ☐Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: March 31, 2023 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-K For the Transition Period

May 15, 2023 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Other Events

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): May 12, 2023 BYNORDIC ACQUISITION CORPORATION (Exact name of registrant as specified in its charter) Delaware 001-41273 85-4529780 (State or other jurisdiction of (Commission File Num

May 15, 2023 EX-99.1

byNordic Acquisition Corporation Announces Extension of Deadline to Complete Business Combination

Exhibit 99.1 byNordic Acquisition Corporation Announces Extension of Deadline to Complete Business Combination New York/Malmo, May 08, 2023 (GLOBE NEWSWIRE) - byNordic Acquisition Corporation (NASDAQ: BYNO) (the “Company”) announced today that its board of directors has elected to extend the date by which the Company has to consummate a business combination from May 11, 2023 to August 11, 2023 (th

May 15, 2023 EX-10.2

Promissory Note, dated May 12, 2023.

Exhibit 10.2 THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE MAKER TH

May 9, 2023 CORRESP

byNordic Acquisition Corporation c/o Pir 29 Einar Hansens Esplanad 29 211 13 Malmö May 9, 2023

byNordic Acquisition Corporation c/o Pir 29 Einar Hansens Esplanad 29 211 13 Malmö Sweden May 9, 2023 U.

April 17, 2023 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 ☐ TRANSITION REPORT PURSUA

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-41273 BYNORDIC ACQUISIT

April 17, 2023 EX-4.5

Description of Registered Securities.*

Exhibit 4.5 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED As of December 31, 2022, byNordic Acquisition Corporation (“we,” “our,” “us” or the “Company”) did not have any classes of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Upon the closing the Comp

March 31, 2023 NT 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: December 31, 2022 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-K For the Transition Pe

February 14, 2023 SC 13G/A

US1244201000 / byNordic Acquisition Corp. / CITADEL ADVISORS LLC - SC 13G/A Passive Investment

SC 13G/A 1 tm234574-5sc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2 (Amendment No. 1)* byNordic Acquisition Corp (Name of Issuer) Class A Common Stock, $0.0001 par value (the “Shares”)

February 14, 2023 SC 13G/A

US1244201000 / byNordic Acquisition Corp. / Apollo Management Holdings GP, LLC - SC 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Amendment No. 1)* Under the Securities Exchange Act of 1934 byNordic Acquisition Corporation (Name of Issuer) Class A common stock, par value $0.0001 per share (Title of Class of Securities) 124420100 (CINS Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box

February 9, 2023 SC 13G

US1244202099 / byNordic Acquisition Corp. / Water by Nordic AB - SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. )* byNordic Acquisition Corporation (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 124420209 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the Appropriate Box to Designate the

February 2, 2023 SC 13G

US1244201000 / byNordic Acquisition Corp. / HIGHBRIDGE CAPITAL MANAGEMENT LLC - BYNORDIC ACQUISITION CORPORATION Passive Investment

SC 13G 1 p23-0477sc13g.htm BYNORDIC ACQUISITION CORPORATION SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* byNordic Acquisition Corporation (Name of Issuer) Class A Common Stock, $0.0001 par value per share (Title of Class of Securities) 124420100 (CUSIP Number) December 31, 2022 (Date of event which requires filin

November 10, 2022 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended September 30, 2022 ☐ TRANSITION REPORT PURSUA

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended September 30, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-41273 BYNORDIC ACQUISIT

August 15, 2022 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended June 30, 2022 ☐ TRANSITION REPORT PURSUANT TO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended June 30, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-41273 BYNORDIC ACQUISITION C

May 23, 2022 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended March 31, 2022 ☐ TRANSITION REPORT PURSUANT T

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended March 31, 2022 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-41273 BYNORDIC ACQUISITION

May 17, 2022 NT 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ? Form 10-K ? Form 20-F ? Form 11-K ? Form 10-Q ? Form 10-D ? Form N-CEN ? Form N-CSR For Period Ended: March 31, 2022 ? Transition Report on Form 10-K ? Transition Report on Form 20-F ? Transition Report on Form 11-K ? Transition Report on Form 10-K For the Transition Perio

April 1, 2022 NT 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: December 31, 2021 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-K For the Transition Pe

April 1, 2022 EX-99.1

byNordic Acquisition Corporation Announces the Separate Trading of its Class A common stock and warrants, Commencing April 1, 2022

Exhibit 99.1 byNordic Acquisition Corporation Announces the Separate Trading of its Class A common stock and warrants, Commencing April 1, 2022 NEW YORK, NY, March 31, 2022 (GLOBE NEWSWIRE) - byNordic Acquisition Corporation (NASDAQ: BYNOU) (the “Company”) announced that, commencing on April 1, 2022, holders of the units sold in the Company’s initial public offering may elect to separately trade t

April 1, 2022 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 ☐ TRANSITION REPORT PURSUA

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-41273 BYNORDIC ACQUISIT

April 1, 2022 EX-4.5

Description of Registered Securities.*

EX-4.5 2 f10k2021ex4-5bynordicacq.htm DESCRIPTION OF REGISTERED SECURITIES Exhibit 4.5 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED As of December 31, 2021, byNordic Acquisition Corporation (“we,” “our,” “us” or the “Company”) did not have any classes of securities registered under Section 12 of the Securities Excha

April 1, 2022 8-K

Financial Statements and Exhibits, Other Events

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): April 1, 2022 (March 31, 2022) byNordic Acquisition Corporation (Exact name of registrant as specified in its charter) Delaware 001-41273 84-4529780 (State or other jurisdiction of in

February 28, 2022 EX-99.1

byNordic Acquisition Corporation Announces Closing of Fully-Exercised Over-Allotment Option in Connection with its Initial Public Offering

EX-99.1 2 ea156230ex99-1bynordic.htm PRESS RELEASE, DATED FEBRUARY 24, 2022 Exhibit 99.1 byNordic Acquisition Corporation Announces Closing of Fully-Exercised Over-Allotment Option in Connection with its Initial Public Offering NEW YORK, Feb. 24, 2022 (GLOBE NEWSWIRE) - byNordic Acquisition Corporation (Nasdaq: BYNOU) (the “Company”) announced today that, on February 18, 2022, the underwriters in

February 28, 2022 8-K

Financial Statements and Exhibits, Other Events

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): February 28, 2022 (February 18, 2022) byNordic Acquisition Corporation (Exact name of registrant as specified in its charter) Delaware 001-41273 84-4529780 (State or other jurisdictio

February 23, 2022 8-K

Financial Statements and Exhibits, Other Events

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): February 22, 2022 (February 11, 2022) byNordic Acquisition Corporation (Exact name of registrant as specified in its charter) Delaware 001-41273 84-4529780 (State or other jurisdictio

February 23, 2022 EX-99.1

BYNORDIC ACQUISITION CORPORATION INDEX TO FINANCIAL STATEMENT

Exhibit 99.1 BYNORDIC ACQUISITION CORPORATION INDEX TO FINANCIAL STATEMENT Page Report of Independent Registered Public Accounting Firm F-2 Balance Sheet as of February 11, 2022 F-3 Notes to Balance Sheet F-4 F-1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Shareholders and Board of Directors of byNordic Acquisition Corporation Opinion on the Financial Statement We have audited t

February 22, 2022 EX-99.1

POWER OF ATTORNEY FOR CERTAIN REGULATORY FILINGS INCLUDING CERTAIN FILINGS UNDER THE SECURITIES EXCHANGE ACT OF 1934 AND THE INVESTMENT ADVISERS ACT OF 1940

EX-99.1 2 tm227290-1ex1.htm EXHIBIT 1 Exhibit 1 POWER OF ATTORNEY FOR CERTAIN REGULATORY FILINGS INCLUDING CERTAIN FILINGS UNDER THE SECURITIES EXCHANGE ACT OF 1934 AND THE INVESTMENT ADVISERS ACT OF 1940 I, David E. Shaw, hereby make, constitute, and appoint each of: Edward Fishman, Julius Gaudio, Martin Lebwohl, Maximilian Stone, David Sweet, Nathan Thomas, and Eric Wepsic, acting individually,

February 22, 2022 SC 13G

D. E. SHAW & CO, L.P. - SC 13G

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 byNordic Acquisition Corporation (Name of Issuer) Class A common stock, $0.0001 par value (Title of Class of Securities) 1244202091 (CUSIP Number) February 11, 2022 (Date of Event Which Requires Filing of this Statement) Check the following box to designate the rule pursuant to which th

February 22, 2022 EX-99.3

JOINT FILING AGREEMENT

EX-99.3 4 tm227290-1ex3.htm EXHIBIT 3 Exhibit 3 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, each of the undersigned Reporting Persons hereby agrees to the joint filing, along with all other such Reporting Persons, on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the Class A

February 22, 2022 SC 13G

CITADEL ADVISORS LLC - SC 13G

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO ? 240.13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO ? 240.13d-2 (Amendment No. )* byNordic Acquisition Corporation (Name of Issuer) Class A common stock, par value $0.0001 per share (the ?Shares?) (Title of Class of Securi

February 22, 2022 EX-99.2

POWER OF ATTORNEY FOR CERTAIN REGULATORY FILINGS INCLUDING CERTAIN FILINGS UNDER THE SECURITIES EXCHANGE ACT OF 1934 AND THE INVESTMENT ADVISERS ACT OF 1940

EX-99.2 3 tm227290-1ex2.htm EXHIBIT 2 Exhibit 2 POWER OF ATTORNEY FOR CERTAIN REGULATORY FILINGS INCLUDING CERTAIN FILINGS UNDER THE SECURITIES EXCHANGE ACT OF 1934 AND THE INVESTMENT ADVISERS ACT OF 1940 I, David E. Shaw, hereby make, constitute, and appoint each of: Edward Fishman, Julius Gaudio, Martin Lebwohl, Maximilian Stone, David Sweet, Nathan Thomas, and Eric Wepsic, acting individually,

February 22, 2022 EX-99.1

JOINT FILING AGREEMENT

EX-99.1 2 tm227370d1ex99-1.htm EXHIBIT 99.1 EXHIBIT 99.1 JOINT FILING AGREEMENT The undersigned hereby agree that the Statement on Schedule 13G filed herewith (and any amendments thereto), relating to the Shares of byNordic Acquisition Corporation, a Delaware corporation, is being filed jointly with the Securities and Exchange Commission pursuant to Rule 13d-1(c) under the Securities Exchange Act

February 17, 2022 SC 13G

Apollo Management Holdings GP, LLC - SC 13G

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Amendment No. )* Under the Securities Exchange Act of 1934 byNordic Acquisition Corporation (Name of Issuer) Class A common stock, par value $0.0001 per share (Title of Class of Securities) 124420209** (CINS Number) February 11, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate bo

February 14, 2022 EX-10.13

Form of Registration Rights Agreement, dated February 8, 2022, between the Company and Rothesay Investment SARL SPF (2)

Exhibit 10.13 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT, dated as of February 11, 2022 (as the same may be amended, supplemented or otherwise modified from time to time in accordance with the terms hereof, this ?Agreement?), is made and entered into by and between byNordic Acquisition Corporation, a Delaware corporation (the ?Company?), and Rothesay Investment Sarl SPF (the

February 14, 2022 EX-10.10

Form of the Administrative Support Agreement between the Company and Water by Nordic AB (2)

EX-10.10 12 ea155668ex10-10bynordicacq.htm FORM OF THE ADMINISTRATIVE SUPPORT AGREEMENT BETWEEN THE COMPANY AND WATER BY NORDIC AB Exhibit 10.10 BYNORDIC ACQUISITION CORPORATION c/o Pir 29 Einar Hansens Esplanad 29 211 13 Malmö Sweden February 8, 2022 Water by Nordic AB c/o Pir 29 Einar Hansens Esplanad 29 211 13 Malmö Sweden Re: Administrative Support Agreement Ladies and Gentlemen: This letter a

February 14, 2022 EX-4.4

Form of Warrant Agreement between Continental Stock Transfer & Trust Company and the Company. (2)

EX-4.4 4 ea155668ex4-4bynordicacq.htm FORM OF WARRANT AGREEMENT BETWEEN CONTINENTAL STOCK TRANSFER & TRUST COMPANY AND THE COMPANY Exhibit 4.4 WARRANT AGREEMENT THIS WARRANT AGREEMENT (this “Agreement”), dated as of February 8, 2022, is by and between byNordic Acquisition Corporation, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as

February 14, 2022 EX-10.3

Form of Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and the Company (2)

EX-10.3 6 ea155668ex10-3bynordicacq.htm FORM OF INVESTMENT MANAGEMENT TRUST AGREEMENT BETWEEN CONTINENTAL STOCK TRANSFER & TRUST COMPANY AND THE COMPANY Exhibit 10.3 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of February 8, 2022, by and between byNordic Acquisition Corporation, a Delaware corporation (the “Company”), and

February 14, 2022 SC 13G

BYNO / byNordic Acquisition Corporation - Class A / TENOR CAPITAL MANAGEMENT Co., L.P. Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.

February 14, 2022 EX-1.1

Form of Underwriting Agreement between the Company and Keefe, Bruyette & Woods, Inc. and Drexel Hamilton, LLC as the representatives of the underwriters (2)

EX-1.1 2 ea155668ex1-1bynordicacq.htm FORM OF UNDERWRITING AGREEMENT BETWEEN THE COMPANY AND KEEFE, BRUYETTE & WOODS, INC. AND DREXEL HAMILTON, LLC AS THE REPRESENTATIVES OF THE UNDERWRITERS Exhibit 1.1 Execution Version byNordic Acquisition Corporation 15,000,000 Units1 Units, each consisting of one (1) share of Class A common stock, $0.0001 par value, and one-half of one redeemable warrant Under

February 14, 2022 EX-10.1

Form of Letter Agreement among the Company, Water by Nordic AB, byNordic Holdings LLC, byNordic Holdings II LLC and each of the executive officers and directors of the Company. (2)

EX-10.1 5 ea155668ex10-1bynordicacq.htm FORM OF LETTER AGREEMENT AMONG THE COMPANY, WATER BY NORDIC AB, BYNORDIC HOLDINGS LLC, BYNORDIC HOLDINGS II LLC AND EACH OF THE EXECUTIVE OFFICERS AND DIRECTORS OF THE COMPANY Exhibit 10.1 February 8, 2022 byNordic Acquisition Corporation c/o Pir 29 Einar Hansens Esplanad 29 211 13 Malmö Sweden Re: Initial Public Offering Ladies and Gentlemen: This letter ag

February 14, 2022 EX-10.14

Form of the letter agreements, each dated January 18, 2022, between the Company and the anchor investors, a form of which is attached as Exhibit 10.14 hereto (2)

EX-10.14 15 ea155668ex10-14bynordicacq.htm FORM OF THE LETTER AGREEMENTS, EACH DATED JANUARY 18, 2022, BETWEEN THE COMPANY AND THE ANCHOR INVESTORS, A FORM OF WHICH IS ATTACHED AS EXHIBIT 10.14 HERETO Exhibit 10.14 INVESTMENT AGREEMENT THIS INVESTMENT AGREEMENT (this “Agreement”), dated as of January 18, 2022, is by and among (i) byNordic Acquisition Corporation, a Delaware corporation (the “SPAC”

February 14, 2022 EX-3.2

Form of Amended and Restated Certificate of Incorporation. (2)

EX-3.2 3 ea155668ex3-2bynordicacq.htm FORM OF AMENDED AND RESTATED CERTIFICATE OF INCORPORATION Exhibit 3.2 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF BYNORDIC ACQUISITION CORPORATION February 3, 2022 byNordic Acquisition Corporation, a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corpor

February 14, 2022 EX-1

Joint Filing Statement Statement Pursuant to Rule 13d-1(k)(1)

EX-1 2 ex1.htm CUSIP No. 124420209 Exhibit 1 Joint Filing Statement Statement Pursuant to Rule 13d-1(k)(1) The undersigned hereby consent and agree to file a joint statement on Schedule 13G under the Securities Exchange Act of 1934, as amended, with respect to the common stock, held in the form of Units, of byNordic Acquisition Corp., beneficially owned by them, together with any or all amendments

February 14, 2022 EX-10.7

Form of Securities Purchase Agreement between the Company and byNordic Holdings LLC (2)

Exhibit 10.7 byNordic Acquisition Corporation c/o Water by Nordic AB c/o Pir 29 Einar Hansens Esplanad 29 211 13 Malm? Sweden February 8, 2022 byNordic Holdings LLC c/o byNordic Manager LLC 407 Campbell Road Wilmington, DE 19807 Attention: Thomas Fairfield Re: Securities Purchase Agreement (byNordic Holdings LLC) Ladies and Gentlemen: This agreement (the ?Agreement?) is entered into on the date he

February 14, 2022 EX-10.6

Form of Securities Purchase Agreement between the Company and Water by Nordic AB (2)

EX-10.6 8 ea155668ex10-6bynordicacq.htm FORM OF SECURITIES PURCHASE AGREEMENT BETWEEN THE COMPANY AND WATER BY NORDIC AB Exhibit 10.6 byNordic Acquisition Corporation c/o Water by Nordic AB c/o Pir 29 Einar Hansens Esplanad 29 211 13 Malmö Sweden February 8, 2022 Water by Nordic AB c/o Pir 29 Einar Hansens Esplanad 29 211 13 Malmö Sweden Re: Securities Purchase Agreement (Water by Nordic AB) Ladie

February 14, 2022 EX-10.4

Form of Amended & Restated Registration Rights Agreement among the Company, Water by Nordic AB, byNordic Holdings LLC, byNordic Holdings II LLC and certain other securityholders of the Company (2)

EX-10.4 7 ea155668ex10-4bynordicacq.htm FORM OF AMENDED & RESTATED REGISTRATION RIGHTS AGREEMENT AMONG THE COMPANY, WATER BY NORDIC AB, BYNORDIC HOLDINGS LLC, BYNORDIC HOLDINGS II LLC AND CERTAIN OTHER SECURITYHOLDERS OF THE COMPANY Exhibit 10.4 AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT, dated as of February 8, 2022 (this “Agreement”

February 14, 2022 EX-10.8

Form of Securities Purchase Agreement between the Company and byNordic Holdings II LLC (2)

EX-10.8 10 ea155668ex10-8bynordicacq.htm FORM OF SECURITIES PURCHASE AGREEMENT BETWEEN THE COMPANY AND BYNORDIC HOLDINGS II LLC Exhibit 10.8 byNordic Acquisition Corporation c/o Water by Nordic AB c/o Pir 29 Einar Hansens Esplanad 29 211 13 Malmö Sweden February 8, 2022 byNordic Holdings II LLC c/o byNordic Manager LLC 407 Campbell Road Wilmington, DE 19807 Attention: Thomas Fairfield Re: Securiti

February 14, 2022 EX-99.1

byNordic Acquisition Corporation Announces Pricing of $150 Million Initial Public Offering

EX-99.1 16 ea155668ex99-1bynordicacq.htm PRESS RELEASE DATED FEBRUARY 8, 2022 Exhibit 99.1 byNordic Acquisition Corporation Announces Pricing of $150 Million Initial Public Offering NEW YORK/Malmö, Feb. 08, 2022 (GLOBE NEWSWIRE) - byNordic Acquisition Corporation (the “Company”), today announced that it has priced its initial public offering of 15,000,000 units at $10.00 per unit. The units will b

February 14, 2022 8-K

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Other Events

8-K 1 ea155668-8kbynordicacq.htm CURRENT REPORT 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): February 14, 2022 (February 8, 2022) byNordic Acquisition Corporation (Exact name of registrant as specified in its charter) Delaware 0

February 14, 2022 EX-10.11

Form of Second Amended & Restated Forward Purchase Agreement, dated February 8, 2022, between the Company and Rothesay Investment SARL SPF (2)

Exhibit 10.11 SECOND AMENDED & RESTATED FORWARD PURCHASE AGREEMENT This Second Amended & Restated Forward Purchase Agreement (as the same may be further amended, supplemented or otherwise modified from time to time in accordance with the terms hereof, this ?Agreement?) is entered into and effective as of February 11, 2022, by and between byNordic Acquisition Corporation, a Delaware corporation (th

February 14, 2022 EX-99.2

byNordic Acquisition Corporation Announces Closing of $150 Million Initial Public Offering

Exhibit 99.2 byNordic Acquisition Corporation Announces Closing of $150 Million Initial Public Offering NEW YORK, Feb. 12, 2022 (GLOBE NEWSWIRE) - byNordic Acquisition Corporation (Nasdaq: BYNOU) (the ?Company?) announced today that, on February 11, 2022, it closed its initial public offering of 15,000,000 units. The offering was priced at $10.00 per unit, resulting in gross proceeds of $150,000,0

February 14, 2022 EX-10.9

Form of the Indemnity Agreements between the Company and each of the executive officers and directors of the Company (2)

EX-10.9 11 ea155668ex10-9bynordicacq.htm FORM OF THE INDEMNITY AGREEMENTS BETWEEN THE COMPANY AND EACH OF THE EXECUTIVE OFFICERS AND DIRECTORS OF THE COMPANY Exhibit 10.9 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of February 8, 2022, by and between byNordic Acquisition Corporation, a Delaware corporation (the “Company”), and the party identified as the indemnitee o

February 10, 2022 424B4

$150,000,000 byNordic Acquisition Corporation 15,000,000 Units

424B4 1 f424b40222bynordic.htm PROSPECTUS PROSPECTUS Filed Pursuant to Rule 424(b)(4) Registration Statement No. 333-248488 $150,000,000 byNordic Acquisition Corporation 15,000,000 Units byNordic Acquisition Corporation is a newly organized blank check company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business

February 8, 2022 8-A12B

UNITED STATES SECURITIES AND EXCHANGE Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 byNordic Acquisition Corporation (Exact Name of Registra

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 byNordic Acquisition Corporation (Exact Name of Registrant as Specified in Its Charter) Delaware 84-4529780 (State of Incorporation or Organization) (I.R.S. Employer Identification No.) c/o Pir 2

February 4, 2022 CORRESP

byNordic Acquisition Corporation c/o Pir 29 Einar Hansens Esplanad 29 211 13 Malmö Telephone: +46 707 29 41 00 February 4, 2022

byNordic Acquisition Corporation c/o Pir 29 Einar Hansens Esplanad 29 211 13 Malmö Sweden Telephone: +46 707 29 41 00 February 4, 2022 VIA EDGAR U.

February 4, 2022 CORRESP

[Signature Page Follows]

Keefe, Bruyette & Woods, Inc. 787 Seventh Avenue, 4th Floor New York, New York 10019 Drexel Hamilton, LLC 77 Water Street New York, New York 10005 February 4, 2022 VIA EMAIL & EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street NE Washington, D.C. 20549-3561 Attention: Stacie Gorman David Link Re: byNordic Acquisition Corporation Registration Statement on Form S-1

January 18, 2022 EX-4.4

Form of Warrant Agreement between Continental Stock Transfer & Trust Company, LLC and the Registrant**

EX-4.4 3 fs12022a4ex4-4bynordic.htm FORM OF WARRANT AGREEMENT BETWEEN CONTINENTAL STOCK TRANSFER & TRUST COMPANY, LLC AND THE REGISTRANT Exhibit 4.4 WARRANT AGREEMENT THIS WARRANT AGREEMENT (this “Agreement”), dated as of [], 2022, is by and between byNordic Acquisition Corporation, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as w

January 18, 2022 CORRESP

byNordic Acquisition Corp c/o Pir 29 Einar Hansens Esplanad 29 211 13 Malmö, Sweden January 18, 2022

byNordic Acquisition Corp c/o Pir 29 Einar Hansens Esplanad 29 211 13 Malmö, Sweden January 18, 2022 VIA EDGAR U.

January 18, 2022 S-1/A

As filed with the U.S. Securities and Exchange Commission on January 18, 2022

As filed with the U.S. Securities and Exchange Commission on January 18, 2022 Registration No. 333-248488 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 4 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 byNordic Acquisition Corporation (Exact name of registrant as specified in its charter) Delaware 6770 84-4529780 (State or other jurisdict

January 18, 2022 EX-4.3

Specimen Warrant Certificate (1)

EX-4.3 2 fs12022a4ex4-3bynordic.htm SPECIMEN WARRANT CERTIFICATE Exhibit 4.3 [Form of Warrant Certificate] [FACE] Number Warrants THIS WARRANT SHALL BE VOID IF NOT EXERCISED PRIOR TO THE EXPIRATION OF THE EXERCISE PERIOD PROVIDED FOR IN THE WARRANT AGREEMENT DESCRIBED BELOW BYNORDIC ACQUISITION CORPORATION Incorporated Under the Laws of the State of Delaware CUSIP 124420 118 Warrant Certificate Th

December 3, 2021 EX-3.2

Form of Amended and Restated Certificate of Incorporation*

Exhibit 3.2 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF BYNORDIC ACQUISITION CORP. [], 2021 byNordic Acquisition Corporation, a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corporation is “byNordic Acquisition Corporation”. The original certificate of incorporation of the Corporation was

December 3, 2021 EX-10.3

Form of Investment Management Trust Agreement between Continental Stock Transfer & Trust Company, LLC and the Registrant*

Exhibit 10.3 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of [], 2021, by and between byNordic Acquisition Corporation, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited trust company (the “Trustee”). WHEREAS, the Company’s registration statement on Form S-1, File No

December 3, 2021 EX-10.11

Form of Second Amended and Restated Forward Purchase Agreement between the Registrant and Rothesay Investment SARL SPF*

Exhibit 10.11 SECOND AMENDED & RESTATED FORWARD PURCHASE AGREEMENT This Second Amended & Restated Forward Purchase Agreement (as the same may be further amended, supplemented or otherwise modified from time to time in accordance with the terms hereof, this “Agreement”) is entered into and effective as of [ ], 2021, by and between byNordic Acquisition Corporation, a Delaware corporation (the “Compa

December 3, 2021 EX-10.2.1

Amended and Restated Promissory Note, dated May 24, 2021, issued to the Sponsor (1)

EX-10.2.1 8 fs12021a3ex10-2ibynordic.htm AMENDED AND RESTATED PROMISSORY NOTE, DATED MAY 24, 2021, ISSUED TO THE SPONSOR Exhibit 10.2.1 THIS AMENDED AND RESTATED PROMISSORY NOTE (THIS “NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGI

December 3, 2021 EX-10.2.2

Amended and Restated Promissory Note, dated November 15, 2021, issued to the Sponsor (1)

EX-10.2.2 9 fs12021a3ex10-2iibynordic.htm AMENDED AND RESTATED PROMISSORY NOTE, DATED NOVEMBER 15, 2021, ISSUED TO THE SPONSOR Exhibit 10.2.2 THIS SECOND AMENDED AND RESTATED PROMISSORY NOTE (THIS “NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE AB

December 3, 2021 EX-10.9

Form of Indemnity Agreement*

Exhibit 10.9 FORM OF INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [ ], 2021, by and between byNordic Acquisition Corporation, a Delaware corporation (the “Company”), and [ ] (“Indemnitee”). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers or in other capacities unless they are provided

December 3, 2021 EX-4.3

Specimen Warrant Certificate**

Exhibit 4.3 [Form of Warrant Certificate] [FACE] Number Warrants THIS WARRANT SHALL BE VOID IF NOT EXERCISED PRIOR TO THE EXPIRATION OF THE EXERCISE PERIOD PROVIDED FOR IN THE WARRANT AGREEMENT DESCRIBED BELOW BYNORDIC ACQUISITION CORPORATION Incorporated Under the Laws of the State of Delaware CUSIP 124420 118 Warrant Certificate This Warrant Certificate certifies that , or registered assigns, is

December 3, 2021 EX-10.4

Form of Amended and Restated Registration Rights Agreement by and among the Registrant, byNordic Holdings LLC, byNordic Holdings II LLC, the Sponsor and the other parties identified therein*

Exhibit 10.4 AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT, dated as of [ ], 2021 (this “Agreement”), is made and entered into by and among byNordic Acquisition Corporation, a Delaware corporation (the “Company”), byNordic Holdings LLC, a Delaware limited liability company (“byNordic Holdings”), byNordic Holdings II LLC, a Delaware limit

December 3, 2021 EX-10.10

Form of Administrative Support Agreement between the Registrant and the Sponsor*

Exhibit 10.10 BYNORDIC ACQUISITION CORPORATION c/o Pir 29 Einar Hansens Esplanad 29 211 13 Malmö Sweden [ ], 2021 Water by Nordic AB c/o Pir 29 Einar Hansens Esplanad 29 211 13 Malmö Sweden Re: Administrative Support Agreement Ladies and Gentlemen: This letter agreement by and between byNordic Acquisition Corporation (the “Company”) and Water by Nordic AB (“WBN”), dated as of the date hereof, will

December 3, 2021 EX-10.13

Form of Registration Rights Agreement between the Registrant and Rothesay Investment SARL SPF*

Exhibit 10.13 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT, dated as of [], 2021 (as the same may be amended, supplemented or otherwise modified from time to time in accordance with the terms hereof, this “Agreement”), is made and entered into by and between byNordic Acquisition Corporation, a Delaware corporation (the “Company”), and Rothesay Investment Sarl SPF (the “Forward

December 3, 2021 EX-10.1

Form of Letter Agreement among the Registrant, byNordic Holdings LLC, byNordic Holdings II LLC, our executive officers and directors and the Sponsor*

Exhibit 10.1 [], 2021 byNordic Acquisition Corporation c/o Pir 29 Einar Hansens Esplanad 29 211 13 Malmö Sweden Re: Initial Public Offering Ladies and Gentlemen: This letter agreement (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement, dated as of [], 2021 (the “Underwriting Agreement”), entered into by and among byNordic Acquisition Corporation, a De

December 3, 2021 EX-10.8

Form of Securities Purchase Agreement between the Registrant and byNordic Holdings II LLC*

EX-10.8 14 fs12021a3ex10-8bynordic.htm FORM OF SECURITIES PURCHASE AGREEMENT BETWEEN THE REGISTRANT AND BYNORDIC HOLDINGS II LLC Exhibit 10.8 byNordic Acquisition Corporation c/o Water by Nordic AB c/o Pir 29 Einar Hansens Esplanad 29 211 13 Malmö Sweden [], 2021 byNordic Holdings II LLC c/o byNordic Manager LLC 407 Campbell Road Wilmington, DE 19807 Attention: Thomas Fairfield Re: Securities Purc

December 3, 2021 S-1/A

As filed with the U.S. Securities and Exchange Commission on December 3, 2021

As filed with the U.S. Securities and Exchange Commission on December 3, 2021 Registration No. 333-248488 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 3 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 byNordic Acquisition Corporation (Exact name of registrant as specified in its charter) Delaware 6770 84-4529780 (State or other jurisdict

December 3, 2021 EX-10.6

Form of Securities Purchase Agreement between the Registrant and the Sponsor*

Exhibit 10.6 byNordic Acquisition Corporation c/o Water by Nordic AB c/o Pir 29 Einar Hansens Esplanad 29 211 13 Malmö Sweden [], 2021 Water by Nordic AB c/o Pir 29 Einar Hansens Esplanad 29 211 13 Malmö Sweden Re: Securities Purchase Agreement (Water by Nordic AB) Ladies and Gentlemen: This agreement (the “Agreement”) is entered into on the date hereof by and between byNordic Acquisition Corporat

December 3, 2021 EX-1.1

Form of Underwriting Agreement*

Exhibit 1.1 byNordic Acquisition Corporation 15,000,000 Units1 Units, each consisting of one (1) share of Class A common stock, $0.0001 par value, and one-half of one redeemable warrant Underwriting Agreement [], 2021 1 Plus an option to purchase from the Company up to 2,250,000 additional Units upon the exercise of a 45-day option granted to the Underwriters to cover over-allotments, if any. Unde

December 3, 2021 EX-4.4

Form of Warrant Agreement between Continental Stock Transfer & Trust Company, LLC and the Registrant**

Exhibit 4.4 WARRANT AGREEMENT THIS WARRANT AGREEMENT (this ?Agreement?), dated as of [], 2021, is by and between byNordic Acquisition Corporation, a Delaware corporation (the ?Company?), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the ?Warrant Agent?, also referred to herein as the ?Transfer Agent?). WHEREAS, the Company is engaged in an initial public

December 3, 2021 EX-10.7

Form of Securities Purchase Agreement between the Registrant and byNordic Holdings LLC*

Exhibit 10.7 byNordic Acquisition Corporation c/o Water by Nordic AB c/o Pir 29 Einar Hansens Esplanad 29 211 13 Malmö Sweden [], 2021 byNordic Holdings LLC c/o byNordic Manager LLC 407 Campbell Road Wilmington, DE 19807 Attention: Thomas Fairfield Re: Securities Purchase Agreement (byNordic Holdings LLC) Ladies and Gentlemen: This agreement (the “Agreement”) is entered into on the date hereof by

December 3, 2021 CORRESP

byNordic Acquisition Corp c/o Pir 29 Einar Hansens Esplanad 29 211 13 Malmö, Sweden December 3, 2021

byNordic Acquisition Corp c/o Pir 29 Einar Hansens Esplanad 29 211 13 Malmö, Sweden December 3, 2021 VIA EDGAR U.

July 20, 2021 S-1/A

As filed with the U.S. Securities and Exchange Commission on July 19, 2021

S-1/A 1 fs12021a2bynordicacq.htm REGISTRATION STATEMENT As filed with the U.S. Securities and Exchange Commission on July 19, 2021 Registration No. 333-248488 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 2 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 byNordic Acquisition Corporation (Exact name of registrant as specified in its charte

July 20, 2021 EX-99.3

Consent of Fredrik Elmberg*

Exhibit 99.3 Consent to be Named as a Director Nominee In connection with the filing by byNordic Acquisition Corporation of the Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the ?Securities Act?), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the board of directors of by by

July 20, 2021 EX-10.7

Form of Private Placement Warrants Purchase Agreement between the Registrant and byNordic Holdings LLC**

EX-10.7 13 fs12021a2ex10-7bynordicacq.htm FORM OF PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT BETWEEN THE REGISTRANT AND BYNORDIC HOLDINGS LLC Exhibit 10.7 PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of May 7, 2021 (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), is entered into

July 20, 2021 EX-3.2

Form of Amended and Restated Certificate of Incorporation**

Exhibit 3.2 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF BYNORDIC ACQUISITION CORP. July [], 2021 byNordic Acquisition Corporation, a corporation organized and existing under the laws of the State of Delaware (the "Corporation"), DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corporation is "byNordic Acquisition Corporation". The original certificate of incorporation of the Corporation

July 20, 2021 EX-4.2

Specimen Class A Common Stock Certificate*

Exhibit 4.2 NUMBER NUMBER C- SHARES SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP [ ] BYNORDIC ACQUISITION CORPORATION INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE CLASS A COMMON STOCK This Certifies that is the owner of FULLY PAID AND NON-ASSESSABLE SHARES OF THE PAR VALUE OF $0.0001 EACH OF THE CLASS A COMMON STOCK OF BYNORDIC ACQUISITION CORPORATION (THE “COMPANY”) transferable on the books

July 20, 2021 EX-10.3

Form of Investment Management Trust Agreement between Continental Stock Transfer & Trust Company, LLC and the Registrant**

Exhibit 10.3 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this ?Agreement?) is made effective as of July [], 2021, by and between byNordic Acquisition Corporation, a Delaware corporation (the ?Company?), and Continental Stock Transfer & Trust Company, a New York limited trust company (the ?Trustee?). WHEREAS, the Company?s registration statement on Form S-1, Fi

July 20, 2021 EX-4.3

Specimen Warrant Certificate**

Exhibit 4.3 [Form of Warrant Certificate] [FACE] Number Warrants THIS WARRANT SHALL BE VOID IF NOT EXERCISED PRIOR TO THE EXPIRATION OF THE EXERCISE PERIOD PROVIDED FOR IN THE WARRANT AGREEMENT DESCRIBED BELOW BYNORDIC ACQUISITION CORPORATION Incorporated Under the Laws of the State of Delaware CUSIP 124420 118 Warrant Certificate This Warrant Certificate certifies that , or registered assigns, is

July 20, 2021 EX-10.10

Form of Amended and Restated Forward Purchase Agreement between the Registrant and Rothesay Investment SARL SPF**

Exhibit 10.10 AMENDED & RESTATED FORWARD PURCHASE AGREEMENT This Amended & Restated Forward Purchase Agreement (as the same may be further amended, supplemented or otherwise modified from time to time in accordance with the terms hereof, this “Agreement”) is entered into and effective as of July 14, 2021, by and between byNordic Acquisition Corporation, a Delaware corporation (the “Company”), and

July 20, 2021 EX-10.1

Form of Letter Agreement among the Registrant, byNordic Holdings LLC, our executive officers and directors and the Sponsor**

Exhibit 10.1 July [], 2021 byNordic Acquisition Corporation c/o Pir 29 Einar Hansens Esplanad 29 211 13 Malm? Sweden Re: Initial Public Offering Ladies and Gentlemen: This letter agreement (this ?Letter Agreement?) is being delivered to you in accordance with the Underwriting Agreement, dated as of July [], 2021 (the ?Underwriting Agreement?), entered into by and among byNordic Acquisition Corpora

July 20, 2021 EX-99.1

Audit Committee Charter (1)

Exhibit 99.1 BYNORDIC ACQUISITION CORPORATION AUDIT COMMITTEE CHARTER 1. STATUS The Audit Committee (the ?Committee?) is a committee of the Board of Directors (the ?Board?) of byNordic Acquisition Corporation (the ?Company?). 2. PURPOSE The Committee is appointed by the Board for the primary purposes of: ? Performing the Board?s oversight responsibilities as they relate to the Company?s accounting

July 20, 2021 EX-4.4

Form of Warrant Agreement between Continental Stock Transfer & Trust Company, LLC and the Registrant**

EX-4.4 7 fs12021a2ex4-4bynordicacq.htm FORM OF WARRANT AGREEMENT BETWEEN CONTINENTAL STOCK TRANSFER & TRUST COMPANY, LLC AND THE REGISTRANT Exhibit 4.4 WARRANT AGREEMENT THIS WARRANT AGREEMENT (this “Agreement”), dated as of July [], 2021, is by and between byNordic Acquisition Corporation, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporati

July 20, 2021 EX-99.4

Consent of Steven Wasserman*

Exhibit 99.4 Consent to be Named as a Director Nominee In connection with the filing by byNordic Acquisition Corporation of the Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the ?Securities Act?), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the board of directors of by by

July 20, 2021 EX-10.8

Form of Indemnity Agreement**

Exhibit 10.8 FORM OF INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of July [ ], 2021, by and between byNordic Acquisition Corporation, a Delaware corporation (the “Company”), and [ ] (“Indemnitee”). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers or in other capacities unless they are prov

July 20, 2021 EX-99.2

Compensation Committee Charter (1)

Exhibit 99.2 CHARTER OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS OF BYNORDIC ACQUISITION CORPORATION I. PURPOSE OF THE COMMITTEE The purposes of the Compensation Committee (the “Committee”) of the Board of Directors (the “Board”) of byNordic Acquisition Corporation (the “Company”) shall be to oversee the Company’s compensation and employee benefit plans and practices, including its exe

July 20, 2021 EX-4.1

Specimen Unit Certificate*

Exhibit 4.1 NUMBER UNITS U- SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP [ ] BYNORDIC ACQUISITION CORPORATION UNITS CONSISTING OF ONE SHARE OF CLASS A COMMON STOCK AND ONE HALF OF ONE WARRANT, EACH WHOLE WARRANT ENTITLING THE HOLDER TO PURCHASE ONE SHARE OF CLASS A COMMON STOCK THIS CERTIFIES THAT is the owner of Units. Each Unit (“Unit”) consists of one (1) share of Class A common stock, par value $

July 20, 2021 EX-10.9

Form of Administrative Support Agreement between the Registrant and the Sponsor**

Exhibit 10.9 BYNORDIC ACQUISITION CORPORATION c/o Pir 29 Einar Hansens Esplanad 29 211 13 Malmö Sweden July [ ], 2021 Water by Nordic AB c/o Pir 29 Einar Hansens Esplanad 29 211 13 Malmö Sweden Re: Administrative Support Agreement Ladies and Gentlemen: This letter agreement by and between byNordic Acquisition Corporation (the “Company”) and Water by Nordic AB (“WBN”), dated as of the date hereof,

July 20, 2021 EX-10.12

Form of Registration Rights Agreement between the Registrant and Rothesay Investment SARL SPF**

Exhibit 10.12 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT, dated as of July [], 2021 (as the same may be amended, supplemented or otherwise modified from time to time in accordance with the terms hereof, this “Agreement”), is made and entered into by and between byNordic Acquisition Corporation, a Delaware corporation (the “Company”), and Rothesay Investment Sarl SPF (the “For

July 20, 2021 EX-1.1

Form of Underwriting Agreement**

Exhibit 1.1 byNordic Acquisition Corporation 15,000,000 Units1 Units, each consisting of one (1) share of Class A common stock, $0.0001 par value, and one-half of one redeemable warrant Underwriting Agreement July [], 2021 1 Plus an option to purchase from the Company up to 2,250,000 additional Units upon the exercise of a 45-day option granted to the Underwriters to cover over-allotments, if any.

July 20, 2021 EX-14

Code of Ethics (1)

Exhibit 14 CODE OF ETHICS OF BYNORDIC ACQUISITION CORPORATION 1. Introduction The Board of Directors (the “Board”) of byNordic Acquisition Corporation has adopted this code of ethics (this “Code”), as amended from time to time by the Board and which is applicable to all of the Company’s directors, officers and employees to: ● promote honest and ethical conduct, including the ethical handling of ac

July 20, 2021 EX-10.4

Form of Registration Rights Agreement by and among the Registrant, byNordic Holdings LLC, the Sponsor and the other parties identified therein**

Exhibit 10.4 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT, dated as of May 7, 2021 (this “Agreement”), is made and entered into by and among byNordic Acquisition Corporation, a Delaware corporation (the “Company”), byNordic Holdings LLC, a Delaware limited liability company (“byNordic Holdings”), Water by Nordic AB, a Swedish limited liability company (the “Sponsor”), the addit

July 20, 2021 EX-10.6

Form of Private Placement Warrants Purchase Agreement between the Registrant and the Sponsor**

Exhibit 10.6 PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of July [ ], 2021 (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), is entered into by and between byNordic Acquisition Corporation, a Delaware corporation (the “Company”), and Water by Nordic AB, a Swedish limited liability

July 20, 2021 EX-10.11

Securities Purchase Agreement, dated May 7, 2021, among the Registrant, the Sponsor and byNordic Holdings LLC*

Exhibit 10.11 Water by Nordic AB c/o Pir 29 Einar Hansens Esplanad 29 211 13 Malmö Sweden May 7, 2021 byNordic Holdings LLC Re: Securities Purchase Agreement Ladies and Gentlemen: This agreement (the “Agreement”) is entered into on the date hereof by and between byNordic Holdings LLC, a Delaware limited liability company (the “Purchaser” or “you”), and Water by Nordic AB, a Swedish company (the “S

February 25, 2021 S-1/A

- REGISTRATION STATEMENT

S-1/A 1 fs12020a1bynordicacq.htm REGISTRATION STATEMENT As filed with the U.S. Securities and Exchange Commission on February 25, 2021 Registration No. 333-248488 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 byNordic Acquisition Corporation (Exact name of registrant as specified in its ch

August 28, 2020 EX-10.5

Securities Subscription Agreement, dated February 3, 2020, between the Registrant and the Sponsor*

Exhibit 10.5 byNordic Acquisition Corporation c/o Pir 29 Einar Hansens Esplanad 29 211 13 Malm? Sweden February 3, 2020 Water by Nordic AB c/o Pir 29 Einar Hansens Esplanad 29 211 13 Malm? Sweden Re: Securities Subscription Agreement Ladies and Gentlemen: This agreement (the ?Agreement?) is entered into on the date hereof by and between Water by Nordic AB, a Swedish company (the ?Subscriber? or ?y

August 28, 2020 EX-3.3

By Laws*

Exhibit 3.3 BY LAWS OF ByNordic ACQUISITION CORPORATION (THE ?CORPORATION?) ARTICLE I OFFICES Section 1.1. Registered Office. The registered office of the Corporation within the State of Delaware shall be located at either (a) the principal place of business of the Corporation in the State of Delaware or (b) the office of the corporation or individual acting as the Corporation?s registered agent i

August 28, 2020 S-1

Registration Statement - REGISTRATION STATEMENT

As filed with the U.S. Securities and Exchange Commission on August 28, 2020 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 byNordic Acquisition Corporation (Exact name of registrant as specified in its charter) Delaware 6770 84-4529780 (State or other jurisdiction of incorporation or or

August 28, 2020 EX-3.1

Certificate of Incorporation*

Exhibit 3.1 CERTIFICATE OF INCORPORATION OF BYNORDIC ACQUISITION CORPORATION December 27, 2019 The undersigned, for the purposes of forming a corporation under the laws of the State of Delaware, does make, file, and record this Certificate of Incorporation (the ?Certificate?), and does hereby certify as follows: ARTICLE I NAME The name of the corporation is byNordic Acquisition Corporation (the ?C

August 28, 2020 EX-10.2

Promissory Note, dated February 26, 2020, issued to the Sponsor*

Exhibit 10.2 THIS PROMISSORY NOTE (?NOTE?) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY

March 10, 2020 EX-3.3

BY LAWS ByNordic ACQUISITION CORPORATION (THE “CORPORATION”) ARTICLE I

Exhibit 3.3 BY LAWS OF ByNordic ACQUISITION CORPORATION (THE “CORPORATION”) ARTICLE I OFFICES Section 1.1. Registered Office. The registered office of the Corporation within the State of Delaware shall be located at either (a) the principal place of business of the Corporation in the State of Delaware or (b) the office of the corporation or individual acting as the Corporation’s registered agent i

March 10, 2020 EX-3.1

CERTIFICATE OF INCORPORATION OF BYNORDIC ACQUISITION CORPORATION December 27, 2019

Exhibit 3.1 CERTIFICATE OF INCORPORATION OF BYNORDIC ACQUISITION CORPORATION December 27, 2019 The undersigned, for the purposes of forming a corporation under the laws of the State of Delaware, does make, file, and record this Certificate of Incorporation (the “Certificate”), and does hereby certify as follows: ARTICLE I NAME The name of the corporation is byNordic Acquisition Corporation (the “C

March 10, 2020 EX-10.5

byNordic Acquisition Corporation c/o Pir 29 Einar Hansens Esplanad 29 211 13 Malmö February 3, 2020

Exhibit 10.5 byNordic Acquisition Corporation c/o Pir 29 Einar Hansens Esplanad 29 211 13 Malmö Sweden February 3, 2020 Water by Nordic AB c/o Pir 29 Einar Hansens Esplanad 29 211 13 Malmö Sweden Re: Securities Subscription Agreement Ladies and Gentlemen: This agreement (the “Agreement”) is entered into on the date hereof by and between Water by Nordic AB, a Swedish company (the “Subscriber” or “y

March 10, 2020 DRS

-

This is a confidential draft submission to the U.S. Securities and Exchange Commission on March 10, 2020 and is not being filed under the Securities Act of 1933, as amended. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 byNordic Acquisition Corporation (Exact name of registrant as speci

March 10, 2020 EX-10.2

PROMISSORY NOTE

Exhibit 10.2 THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY

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