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 |
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85-4529780 |
(State or other jurisdiction of
incorporation or organization) |
|
(Commission File Number) |
|
(IRS Employer
Identification No.) |
c/o Pir 29
Einar Hansens Esplanad 29
211 13 Malmö
Sweden |
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211 13 |
(Address of principal executive offices) |
|
(Zip Code) |
Registrant’s telephone
number, including area code: +46 707 29 41
Not Applicable
(Former name or former
address, if changed since last report)
Check the appropriate box below if the Form
8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☒ | Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section
12(b) of the Act:
Title of each class |
|
Trading Symbol(s) |
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Name of each exchange on which registered |
Units, each consisting of one share of Class A common stock, par value $0.0001, and one-half of one redeemable warrant |
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BYNOU |
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The Nasdaq Stock Market LLC |
Class A common stock, par value $0.0001 per share |
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BYNO |
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The Nasdaq Stock Market LLC |
Redeemable warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50 per share |
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BYNOW |
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The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.
Emerging growth company ☒
If an emerging growth company, indicate by
check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act.
Item 8.01 Other Events.
Signing of Non-Binding Letter of Intent and Press Release
On August 6, 2024, Bynordic
Acquisition Corporation, a Delaware company (“byNordic” or the “Company”), issued a press release announcing that
on August 6, 2024, it signed a non-binding letter of intent (“LOI”) with respect to a business combination transaction with
Sivers Semiconductors AB (“Sivers”, STO: SIVE), a leading supplier of wireless and photonic integrated chips and modules for
communications and sensor solutions, to merge its wholly owned Sivers Photonics Ltd subsidiary (“Sivers Photonics”) with byNordic.
Under the terms of the non-binding LOI, byNordic and Sivers intend to enter into a definitive agreement for the acquisition of Sivers
Photonics. The completion of the business combination is subject to the completion of due diligence, the negotiation and execution of
definitive documentation and satisfaction of the conditions contained therein.
A copy of the press release
is attached hereto as Exhibit 99.1.
Item 9.01. Financial Statements and Exhibits.
Exhibit No. |
|
Description |
99.1 |
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Press Release |
104 |
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Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document. |
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: August 6, 2024 |
BYNORDIC ACQUISITION CORPORATION |
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|
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By: |
/s/ Thomas Fairfield |
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Name: |
Thomas Fairfield |
|
Title: |
Chief Financial Officer |
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 company, has signed a non-binding
Letter of Intent (LOI) with Sivers Semiconductors AB (“Sivers”, STO: SIVE), a leading supplier of wireless and photonic integrated
chips and modules for communications and sensor solutions, to merge its wholly owned Sivers Photonics Ltd subsidiary (“Sivers Photonics”)
with byNordic.
Sivers Photonics designs and manufactures advanced semiconductor lasers
for photonic devices, primarily targeted for Artificial Intelligence (AI) in large data centers, optical communications and optical sensing
applications. These lasers are critical components for several current and future technologies, such as generative AI, high performance
computing connectivity, autonomous vehicles and smart factories.
Sivers Photonics is a leading company with tunable multi-wavelength
lasers for direct on-chip integration. According to industry research, the number of sold GPUs for generative AI will grow substantially
to approximately 18 million units, which management estimates will result in a total addressable market for chip-to-chip connectivity
of $5 billion and a served addressable market of up to $1 billion by 2027. Demand for AI applications is projected to require staggering
increases in processing capability and energy consumption. According to the Electric Power Research Institute, data centers could use
up to 9% of total electricity generated in the United States by the end of the decade, more than doubling the current consumption. The
application of silicon photonics, or SiPh, for data centers is the leading solution with the capacity to deliver the chip-to-chip connectivity
needed to remove the bottlenecks for generative AI, while significantly reducing energy consumption. SiPh moves data with light rather
than electrons in copper wire, resulting in faster data transmission, lower latency, and up to a 90% reduction in power consumption compared
to copper wire solutions. In addition, Sivers Photonics is also addressing other large billion-dollar market opportunities, including
biometric sensors and autonomous automotive applications.
Sivers Photonics is currently engaged with some of the world’s
largest technology companies, including Fortune 100 and leading hyperscalers. Further validating its position as a key potential supplier
in generative AI, in 2023 Sivers Photonics received a milestone order from Ayar Labs for the qualification of volume production of its
unique laser arrays. Sivers Photonics’ production facility located in Glasgow, UK is one of a few independent factories in the world
that develops and manufactures specially adapted lasers and semiconductor optical amplifiers in chip and wafer form. Sivers Photonics
currently has 80 global employees, including 12 PhDs, with three issued patents and 16 patents pending across the US, UK, Canada and the
World Intellectual Property Organization.
“The global market for innovative technologies that can efficiently
process and significantly reduce power consumption across AI infrastructure is massive and rapidly expanding,” said Michael Hermansson,
byNordic’s Chief Executive Officer. “We believe that Sivers Photonics is an ideal target for byNordic and that it is well
positioned to capitalize on this significant market opportunity with exceptional growth potential. As a standalone publicly traded entity,
Sivers Photonics will gain access to the U.S. capital markets and institutional investors while establishing a strong collaborative presence
in the predominant geographical region of its current and targeted customers and partners. The proposed structure of this transaction
is highly favorable to Sivers’ shareholders, and when combined with the expected demand for integrated photonics in AI infrastructure,
biometric sensors and automotive markets, we believe that this combination represents a unique opportunity for both companies and our
respective stakeholders.”
Under the terms of the non-binding LOI, byNordic and Sivers intend
to enter into a definitive agreement for the acquisition of Sivers Photonics. The completion of the business combination is subject to
the completion of due diligence, the negotiation and execution of definitive documentation and satisfaction of the conditions contained
therein, including (i) securing certain concurrent financing, (ii) completion of any required stock exchange and regulatory reviews and
(ii) approval of the transaction by byNordic’s and Sivers Photonics’ Boards of Directors and stockholders. The terms of the
proposed transaction provide that Sivers Photonics would be spun out and merged with byNordic, with the former equity holders of both
Sivers Photonics and byNordic (following the completion of the Business Combination) holding equity in the combined publicly listed company,
with Sivers holding majority ownership in the combined publicly listed company. Once the merger is finalized, the company plans to establish
headquarters in Silicon Valley, CA with the manufacturing operations remaining in the U.K.
Loeb & Loeb LLP is acting as legal counsel to byNordic, and Pillsbury
Winthrop Shaw Pittman LLP and Setterwalls are acting as legal counsel to Sivers and Sivers Photonics on the proposed combination.
FORWARD-LOOKING STATEMENTS
The disclosure herein includes certain statements that are not historical
facts but are forward-looking statements. Forward-looking statements generally are accompanied by words such as “believe,”
“may,” “will,” “estimate,” “continue,” “anticipate,” “intend,”
“expect,” “should,” “would,” “plan,” “predict,” “potential,” “seem,”
“seek,” “future,” “outlook,” and similar expressions that predict or indicate future events or trends
or that are not statements of historical matters. These forward-looking statements include, but are not limited to, statements regarding
projections, estimates and forecasts of revenue and other financial and performance metrics and projections of market opportunity and
expectations, byNordic’s ability to enter into a definitive agreement or consummate a transaction with the target company and byNordic’s
ability to obtain the financing necessary to consummate the potential transaction. These statements are based on various assumptions and
on the current expectations of byNordic’s management and are not predictions of actual performance. These forward-looking statements
are provided for illustrative purposes only and are not intended to serve as, and must not be relied on by any investor as, a guarantee,
an assurance, a prediction or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible
to predict and will differ from assumptions. Many actual events and circumstances are beyond the control of byNordic and the target company.
These forward-looking statements are subject to a number of risks and uncertainties, including: byNordic’s ability to enter into
a definitive agreement with respect to the proposed business combination or consummate a transaction with the target company; the risk
that the approval of the stockholders of byNordic for the potential transaction is not obtained; failure to realize the anticipated benefits
of the potential transaction, including as a result of a delay in consummating the potential transaction; the amount of redemption requests
made by byNordic’s stockholders and the amount of funds remaining in byNordic’s trust account after satisfaction of such requests;
those factors discussed in byNordic’s prospectus for its initial public offering under the heading “Risk Factors,” and
other documents of byNordic filed, or to be filed, with the SEC. If the risks materialize or assumptions prove incorrect, actual results
could differ materially from the results implied by these forward-looking statements. There may be additional risks that byNordic presently
does not know or that byNordic currently believes are immaterial that could also cause actual results to differ from those contained in
the forward-looking statements. In addition, forward-looking statements reflect byNordic’s expectations, plans or forecasts of future
events and views as of the date hereof. byNordic anticipates that subsequent events and developments will cause byNordic’s assessments
to change. However, while byNordic may elect to update these forward-looking statements at some point in the future, byNordic specifically
disclaims any obligation to do so. These forward-looking statements should not be relied upon as representing byNordic’s assessments
as of any date subsequent to the date of this press release. Accordingly, undue reliance should not be placed upon the forward-looking
statements. byNordic undertakes no obligation to update these statements for revisions or changes after the date of this release, except
as required by law.
No Offer or Solicitation
This press release shall not constitute a solicitation of a proxy,
consent, or authorization with respect to any securities or in respect of the proposed business combination. This press release shall
also not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities
in any states or jurisdictions in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under
the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements
of Section 10 of the Securities Act of 1933, as amended, or an exemption therefrom.
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, has focused its search on high technology growth companies based in the northern part of Europe.
About Sivers Semiconductors AB
Sivers Semiconductors AB (SIVE.ST) is a leader in SATCOM, 5G, 6G, Photonics, and Silicon Photonics that drives innovation in global communications
and sensor technology. Our business units, Photonics and Wireless, supply cutting-edge, integrated chips and modules critical for high-performance
gigabit wireless and optical networks. Catering to a broad spectrum of industries from telecommunication to aerospace, we fulfill the
increasing demand for computational speed and AI application performance, replacing electric with optical connections for a more sustainable
world. Our wireless solutions are forging paths in advanced SATCOM/5G/6G systems, while our photonics expertise is revolutionizing custom
semiconductor photonic devices for optical networks and optical sensing, making us a trusted partner to Fortune 100 companies as well
as emerging unicorns. With innovation at our core, Sivers Semiconductors is committed to delivering bespoke, high-performance solutions
for a better-connected and safer world. Discover our passion for perfection at www.sivers-semiconductors.com.
Investor Relations Contacts:
Shelton Group
Leanne K. Sievers | Joel Achramowicz
E: sheltonir@sheltongroup.com
byNordic Acquisition (NASDAQ:BYNOU)
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