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”), held at 10:00 a.m. Eastern Time on August
10, 2023.
The Special Meeting was held for the purpose of
considering and voting on, among other proposals, a proposal to
extend (the “Extension”) the date by which the Company must
consummate an initial business combination from August 11, 2023
(the “Original Termination Date”) 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.
In connection with the the Special Meeting,
holders of 13,663,728 publicly held shares of Class A common stock,
par value $0.0001 per share (the “public shares”) of BYNO properly
exercised their right to redeem their shares (and did not withdraw
their redemption) for cash at a redemption price of approximately
$10.61 per share, for an aggregate redemption amount of
approximately $144,972,154.08, subject to final calculation by
Continental Stock Transfer & Trust Company.
Additional Sponsor
Contributions to Trust Account
In connection with the approval of the Extension
at the Special Meeting, the Company’s sponsor, Water by Nordic AB,
a Swedish limited liability company (the “Sponsor”), or its
designees deposited into the trust $625,000 (a “Contribution”, and
the Sponsor or its designee making such Contribution, a
“Contributor”).
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 $105,000 for each
Additional Extension Month. 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.
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.
byNordic Acquisition Corporation Contact:
Michael Hermansson+46 707 294100ir@bynordic.se
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