Form SC 13G - Statement of acquisition of beneficial ownership by individuals
15 February 2024 - 1:58AM
Edgar (US Regulatory)
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 Statement)
Check the
Appropriate Box to Designate the Rule Pursuant to Which this Schedule Is Filed:
| * | The
remainder of this cover page shall be filled out for a reporting person’s initial filing
on this form with respect to the subject class of securities, and for any subsequent amendment
containing information which would alter the disclosures provided in a prior cover page. |
The information
required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities
Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject
to all other provisions of the Act (however, see the Notes).
| 1.
|
Names
of Reporting Persons
Water
by Nordic AB |
| 2.
|
Check
The Appropriate Box if a Member of a Group (See Instructions)
(a) ☐
(b) ☐ |
| 3.
|
SEC
Use Only |
| 4.
|
Citizenship
or Place of Organization
Sweden |
Number
of Shares
Beneficially
Owned By
Each Reporting
Person With |
5.
|
Sole
Voting Power
2,743,743(1) |
| 6.
|
Shared
Voting Power
2,636,977(2) |
| 7.
|
Sole
Dispositive Power
2,743,743(1) |
| 8.
|
Shared
Dispositive Power
2,636,977(2) |
| 9.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
5,380,720(3) |
| 10.
|
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐ |
| 11.
|
Percent
of Class Represented by Amount in Row (9)
52.36%(4) |
| 12.
|
Type
of Reporting Person (See Instructions)
OO |
| (1) | Represents
(i) 470,000 shares of Class A Common Stock (“Class A Shares”) and (ii) 2,273,743
shares of Class B Common Stock, which are convertible one for one into Class A Shares (“Class
B Shares”). |
| (2) | Represents
(i) 470,000 Class A Shares and (ii) 2,166,977 Class A Shares, issuable in respect of 2,166,977
Class B Shares. |
| (3) | Represents
(i) 940,000 Class A Shares and (ii) 4,440,720 Class A Shares, issuable in respect of 4,440,720
Class B Shares. |
| (4) | Calculated
based on (i) 4,526,272 Class A Shares outstanding as of November 20, 2023 as reported on
the Issuer’s Form 10-Q, filed on November 20, 2023 and (ii) an additional 5,750,000
Class A Shares issuable in respect of 5,750,000 Class B Shares. |
| 1. |
Names
of Reporting Persons
byNordic
Holdings LLC |
| 2. |
Check
The Appropriate Box if a Member of a Group (See Instructions)
(a) ☐
(b) ☐ |
| 3. |
SEC
Use Only |
| 4. |
Citizenship
or Place of Organization
USA |
Number
of Shares
Beneficially
Owned By
Each Reporting
Person With |
5. |
Sole
Voting Power
0 |
| 6. |
Shared
Voting Power
1,542,912(1) |
| 7. |
Sole
Dispositive Power
0 |
| 8. |
Shared
Dispositive Power
1,542,912(1) |
| 9. |
Aggregate
Amount Beneficially Owned by Each Reporting Person
1,542,912(1) |
| 10. |
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐ |
| 11. |
Percent
of Class Represented by Amount in Row (9)
15.01%(2) |
| 12. |
Type
of Reporting Person (See Instructions)
OO |
| (1) | Represents
(i) 275,000 Class A Shares and (ii) 1,267,912 Class A Shares, issuable in respect of Class
B Shares. |
| (2) | Calculated
based on (i) 4,526,272 Class A Shares outstanding as of November 20, 2023 as reported on
the Issuer’s Form 10-Q, filed on November 20, 2023 and (ii) an additional 5,750,000
Class A Shares issuable in respect of 5,750,000 Class B Shares. |
| 1. |
Names
of Reporting Persons
byNordic
Holdings II LLC |
| 2. |
Check
The Appropriate Box if a Member of a Group (See Instructions)
(a) ☐
(b) ☐ |
| 3. |
SEC
Use Only |
| 4. |
Citizenship
or Place of Organization
USA |
Number
of Shares
Beneficially
Owned By
Each Reporting
Person With |
5. |
Sole
Voting Power
0 |
| 6. |
Shared
Voting Power
1,094,065(1) |
| 7. |
Sole
Dispositive Power
0 |
| 8. |
Shared
Dispositive Power
1,094,065(1) |
| 9. |
Aggregate
Amount Beneficially Owned by Each Reporting Person
1,094,065(1) |
| 10. |
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐ |
| 11. |
Percent
of Class Represented by Amount in Row (9)
10.67%(2) |
| 12. |
Type
of Reporting Person (See Instructions)
OO |
| (1) | Represents
(i) 195,000 Class A Shares and (ii) 899,065 Class A Shares, issuable in respect of Class
B Shares. |
| (2) | Calculated
based on (i) 4,526,272 Class A Shares outstanding as of November 20, 2023 as reported on
the Issuer’s Form 10-Q, filed on November 20, 2023 and (ii) an additional 5,750,000
Class A Shares issuable in respect of 5,750,000 Class B Shares. |
Item
1(a). |
Name
of Issuer: |
| |
|
| |
byNordic Acquisition
Corporation (the “Issuer”) |
| |
|
| Item 1(b). |
Address of Issuer’s
Principal Executive Offices: |
| |
|
| |
Einar Hansens Esplanad
29, Malmo, Sweden, 211 13 |
| |
|
| Item 2(a). |
Names of Persons
Filing: |
| |
|
| |
This
statement is filed by the entities and persons listed below, each of whom is referred to herein as a “Reporting Person”
and together as the “Reporting Persons”:
1.
Water by Nordic AB
2.
byNordic Holdings LLC
3.
byNordic Holdings II LLC |
| |
|
| Item 2(b). |
Address of the
Principal Business Office or, if None, Residence: |
| |
|
| |
Einar Hansens Esplanad
29, Malmo, Sweden, 211 13 |
| |
|
| Item 2(c). |
Citizenship: |
| |
|
| |
See responses to
Item 4 on each cover page. |
| |
|
| Item 2(d). |
Title of Class
of Securities: |
| |
|
| |
Common Stock, $0.0001
par value |
| |
|
| Item 2(e). |
CUSIP Number: |
| |
|
| |
124420209 |
| |
|
| Item 3. |
If this statement
is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a(n): |
| |
|
| |
Not Applicable. |
| Item 4. |
Ownership. |
| |
|
| |
(a) |
Amount beneficially owned: |
| |
|
|
| |
|
See response to Item 9 on each cover page. |
| |
|
|
| |
(b) |
Percent of Class: |
| |
|
|
| |
|
See response to Item 11 on each cover page. |
| |
|
|
| |
(c) |
Number of shares as to which the Reporting
Person has: |
| |
|
|
| |
|
(i) |
Sole power to vote or to direct the vote: |
| |
|
|
|
| |
|
|
See responses to Item 5 on each cover page. |
| |
|
|
|
| |
|
(ii) |
Shared power to vote or to direct the vote: |
| |
|
|
|
| |
|
|
See responses to Item 6 on each cover page. |
| |
|
|
|
| |
|
(iii) |
Sole power to dispose or to direct the disposition
of: |
| |
|
|
|
| |
|
|
See responses to Item 7 on each cover page. |
| |
|
|
|
| |
|
(iv) |
Shared power to dispose or to direct the disposition
of: |
| |
|
|
|
| |
|
|
See responses to Item 8 on each cover page. |
| |
|
|
|
| |
|
|
Water
by Nordic AB (the “Sponsor”) holds 470,000 Class A Shares and 2,273,743 Class B Shares. byNordic Holdings LLC (“byNordic”)
directly holds 275,000 Class A Shares and 1,267,912 Class B Shares and byNordic Holdings II LLC (“byNordic II”) directly
holds 195,000 Class A Shares and 899,065 Class B Shares. |
| |
|
| |
|
|
The
Sponsor controls byNordic and byNordic II and therefore is attributed beneficial ownership
over all of the reported securities. As such, included in the Sponsor’s beneficial
ownership are 470,000 Class A Shares and 2,166,977 Class B Shares held by byNordic and byNordic
II. |
| |
|
| |
|
|
The Sponsor’s beneficial ownership represents
52.36% of the Issuer’s outstanding Common Stock, byNordic’s beneficial ownership represents 15.01% of the Issuer’s
outstanding Common Stock, and byNordic II’s beneficial ownership represents 10.67% of the Issuer’s outstanding Common
Stock. Such percentages were calculated based on (i) 4,526,272 Class A Shares outstanding as of November 20, 2023 as reported on
the Issuer’s Form 10-Q, filed on November 20, 2023 and (ii) an additional 5,750,000 Class A Shares issuable in respect of 5,750,000
Class B Shares. |
| |
|
| |
|
|
This
filing of this Statement shall not be construed as an admission that any of the Reporting
Persons are, for the purpose of Section 13(d) or 13(g) of the Exchange Act, the beneficial
owner of any securities covered by this Statement. |
| Item
5. |
Ownership
of Five Percent or Less of a Class. |
| |
|
| |
Not Applicable. |
| |
|
| Item 6. |
Ownership of
More than Five Percent on Behalf of Another Person. |
| |
|
| |
Not Applicable. |
| |
|
| Item 7. |
Identification
and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. |
| |
|
| |
Not Applicable. |
| |
|
| Item 8. |
Identification
and Classification of Members of the Group. |
| |
|
| |
Not Applicable. |
| |
|
| Item 9. |
Notice of Dissolution
of Group. |
| |
|
| |
Not Applicable. |
| |
|
| Item 10. |
Certification. |
| |
|
| |
Not Applicable. |
SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete
and correct.
Dated:
February 14, 2024
| |
Water by Nordic AB |
| |
|
|
| |
By: |
/s/ Jonas
Olsson |
| |
Name: |
Jonas Olsson |
| |
Title: |
Chairman |
| |
|
|
| |
byNordic Holdings LLC |
| |
|
|
| |
By: |
byNordic Manager LLC, its manager |
| |
|
|
| |
By: |
/s/ Thomas
Fairfield |
| |
Name: |
Thomas Fairfield |
| |
Title: |
President of byNordic Manager LLC |
| |
|
|
| |
byNordic Holdings II LLC |
| |
|
|
| |
By: |
byNordic Manager LLC, its manager |
| |
|
|
| |
By: |
/s/ Thomas
Fairfield |
| |
Name: |
Thomas Fairfield |
| |
Title: |
President of byNordic Manager LLC |
EXHIBIT
LIST
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. Each of the undersigned
is responsible for the timely filing of this Statement and any amendments thereto, and for the completeness and accuracy of the information
concerning such person contained therein; but none of them is responsible for the completeness or accuracy of the information concerning
the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate. This Agreement
may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one
and the same instrument.
Dated: February
14, 2024
| |
Water
by Nordic AB |
| |
|
|
| |
By: |
/s/
Jonas Olsson |
| |
Name: |
Jonas Olsson |
| |
Title: |
Chairman |
| |
byNordic
Holdings LLC |
| |
|
|
| |
By: |
byNordic
Manager LLC, its manager |
| |
|
|
| |
By: |
/s/
Thomas Fairfield |
| |
Name: |
Thomas Fairfield |
| |
Title: |
President of byNordic
Manager LLC |
| |
byNordic
Holdings II LLC |
| |
|
|
| |
By: |
byNordic
Manager LLC, its manager |
| |
|
|
| |
By: |
/s/
Thomas Fairfield |
| |
Name: |
Thomas Fairfield |
| |
Title: |
President of byNordic
Manager LLC |
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