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 scheduled to be
held at 10:00 a.m. Eastern Time on August 8, 2023, and to reconvene
the Special Meeting at 10:00 a.m. Eastern Time on August 10, 2023.
In connection with the adjournment of the Special Meeting, the
Company is extending the deadline for holders of its publicly held
shares of Class A common stock, par value $0.0001 per share (the
“public shares”), to exercise their right to redeem their public
shares for their pro rata portion of the funds available in the
Company’s trust account, or to withdraw any previously delivered
demand for redemption, to 5:00 p.m., Eastern time, on August 8,
2023 (two business days before the adjourned Special Meeting).
The Special Meeting is being held for the
purpose of considering and voting on, among other proposals, a
proposal to extend (the “Extension”) the date (the “Original
Termination Date”) by which the Company must consummate an initial
business combination from August 11, 2023 to February 12, 2024 (the
“Initial Extended Date”) or such earlier date as determined by the
Company’s board of directors (the “Board”), in its sole discretion,
and to allow the Company by resolution of the Board without another
stockholder vote, to elect to extend the Initial Extended Date by
one additional month, for a total of six additional months, until
August 12, 2024 (each such monthly extension, the “Additional
Extension Month” and the final termination date the “Final
Termination Date”), unless the closing of a business combination
shall have occurred prior thereto.
Additional Sponsor Contributions to
Trust Account
If the Extension is approved at the Special
Meeting and implemented, the Company’s sponsor, Water by Nordic AB,
a Swedish limited liability company (the “Sponsor”), or its
designees will deposit into the trust account the lesser of (i)
$625,000 and (ii) $0.24 for each share of the Company’s public
shares not redeemed in connection with the Extension (a
“Contribution”, and the Sponsor or its designee making such
Contribution, a “Contributor”), which represents an increase of (x)
$25,000 and (y) $0.06 for each share of the Company’s public shares
not redeemed in connection with the Extension over the previously
announced amounts of $600,000 and $0.18, respectively.
If the Initial Extended Date is extended at the
sole discretion of the Board, beyond February 12, 2024, the
Contributor will deposit into the trust account the lesser of (i)
$105,000 and (ii) $0.04 for each outstanding public share for each
Additional Extension Month, which represents an increase of
(x) $5,000 and (y) $0.01 for each outstanding public share for each
Additional Extension Month over the previously announced amounts of
$100,000 and $0.01, respectively. The initial Contribution will
occur on the Original Termination Date. The Contribution for
the initial Additional Extension Month will occur on the Initial
Extended Date and the Contribution for each Additional Extension
Month thereafter will occur on the 11th day of each subsequent
calendar month until (but excluding) the Final Termination Date
(each such date, a “Contribution Date”).
The Company has not asked the Sponsor to reserve
for, nor has the Company independently verified whether the Sponsor
will have sufficient funds to satisfy, any such Contributions.
If a Contributor fails to make a Contribution by
the applicable Contribution Date, the Company will liquidate and
dissolve as soon as practicable after such date and in accordance
with the Company’s charter. The Contributions will constitute loans
to the Company evidenced by one or more non-interest bearing,
unsecured promissory notes issued by the Company to the Contributor
and will be repayable by the Company upon consummation of an
initial business combination. If the Company does not consummate an
initial business combination by the Final Termination Date, any
such promissory notes will be repaid only from funds held outside
of the trust account or will be forfeited, eliminated or otherwise
forgiven. Any Contribution is conditioned on the approval of the
requisite proposals at the Special Meeting and the implementation
of the Extension, and with respect to any Additional Extension
Month, on the approval of such extension by the Board. No
Contribution will occur if such proposals are not approved or the
Extension is not implemented. If the Company has consummated an
initial business combination or announced its intention to wind up
prior to any Contribution Date, any obligation to make
Contributions will terminate.
Trust Funds Will Not Be Withdrawn to Pay Excise
Taxes
On August 16, 2022, the Inflation Reduction Act
of 2022 (the “IR Act”) was signed into federal law. The IR Act
provides for, among other things, a new U.S. federal 1% excise tax
on certain repurchases (including redemptions) of stock by publicly
traded U.S. domestic corporations and certain U.S. domestic
subsidiaries of publicly traded foreign corporations occurring on
or after January 1, 2023. Any redemptions of public shares on or
after January 1, 2023, including in connection with the Extension,
may be subject to such excise tax. The Company confirms that if the
Extension is implemented, it will not withdraw any funds from the
trust account, including interest earned on the funds held in the
trust account, to pay for the 1% excise tax that may become due
under the IR Act.
About byNordic Acquisition
Corporation
byNordic Acquisition Corporation, led by Chief
Executive Officer Michael Hermansson, is a special purpose
acquisition company formed with the purpose of entering into a
business combination with one or more businesses. While the Company
may pursue an initial business combination with a company in any
sector or geography, it intends to focus its search on high
technology growth companies based in the northern part of
Europe.
Forward Looking Statements
This press release may include, and oral
statements made from time to time by representatives of the Company
may include, “forward-looking statements” within the meaning of
Section 27A of the Securities Act of 1933, as amended, and Section
21E of the Securities Exchange Act of 1934, as amended. Statements
regarding possible business combinations and the financing thereof,
and related matters, as well as all other statements other than
statements of historical fact included in this press release are
forward-looking statements. When used in this press release, words
such as “anticipate,” “believe,” “continue,” “could,” “estimate,”
“expect,” “intend,” “may,” “might,” “plan,” “possible,”
“potential,” “predict,” “project,” “should,” “would” and similar
expressions, as they relate to us or our management team, identify
forward-looking statements. Such forward-looking statements are
based on the beliefs of management, as well as assumptions made by,
and information currently available to, the Company’s management.
Actual results could differ materially from those contemplated by
the forward-looking statements as a result of certain factors
detailed in the Company’s filings with the Securities and Exchange
Commission. All subsequent written or oral forward-looking
statements attributable to us or persons acting on our behalf are
qualified in their entirety by this paragraph. Forward-looking
statements are subject to numerous conditions, many of which are
beyond the control of the Company, including those set forth in the
Risk Factors section of the Company’s registration statement and
prospectus for the Company’s initial public offering filed with the
SEC. The Company undertakes no obligation to update these
statements for revisions or changes after the date of this release,
except as required by law.
Additional Information and Where to Find
It
Further information related to attendance,
voting and the proposals to be considered and voted on at the
Special Meeting is described in the Definitive Proxy Statement,
which has been mailed to the Company’s stockholders of record as of
the record date for the Special Meeting. Investors and security
holders of the Company are advised to read the Definitive Proxy
Statement because it contains important information about the
Special Meeting and the Company. Investors and security holders of
the Company may also obtain a copy of the Definitive Proxy
Statement, as well as other relevant documents that have been or
will be filed by the Company with the SEC, without charge and once
available, at the SEC’s website at www.sec.gov or by
directing a request to: byNordic Acquisition Corporation, c/o Pir
29, Einar Hansens Esplanad 29, 211 13 Malmö, Sweden.
Participants in the
Solicitation
The Company, the Sponsor and their respective
directors and officers may be deemed to be participants in the
solicitation of proxies from the Company’s stockholders in respect
of the proposals to be considered and voted on at the Special
Meeting. Information concerning the interests of the directors and
executive officers of the Company is set forth in the Definitive
Proxy Statement, which may be obtained free of charge from the
sources indicated above.
byNordic Acquisition Corporation Contact:
Michael Hermansson +46 707 294100 ir@bynordic.se
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