Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
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- Peter Lynch
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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(Amendment No. 1)*
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byNordic Acquisition Corp (Name of Issuer) |
Class A Common Stock, $0.0001 par value (Title of Class of Securities) |
124420209 (CUSIP Number) |
12/31/2024 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule 13d-1(b)
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| Rule 13d-1(c)
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 Rule 13d-1(d)
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SCHEDULE 13G
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| CUSIP No. | 124420209 |
| 1 | Names of Reporting Persons
Water by Nordic AB | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
SWEDEN
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
5,380,720.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
69.90 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person: Represents (i) 1,494,861 shares of Class A Common Stock ("Class A Shares") and (ii) 1,248,882 shares of Class B Common Stock, which are convertible one for one into Class A Shares ("Class B Shares").(2) Represents (i) 1,445,139 Class A Shares and (ii) 1,191,843 Class A Shares, issuable in respect of 1,191,843 Class B Shares.(3) Represents (i) 2,940,000 Class A Shares and (ii) 2,440,725 Class A Shares, issuable in respect of 2,440,725 Class B Shares.(4) Calculated based on (i) 3,947,796 Class A Shares outstanding as of November 14, 2024 as reported on the Issuer's Form 10-Q, filed on November 14, 2024 and (ii) an additional 3,750,000 Class A Shares issuable in respect of 3,750,000 Class B Shares.
SCHEDULE 13G
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| CUSIP No. | 124420209 |
| 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
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
1,542,917.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
20.04 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person: (1) Represents (i) 845,560 Class A Shares and (ii) 697,357 Class A Shares, issuable in respect of Class B Shares.(2) Calculated based on (i) 3,947,796 Class A Shares outstanding as of November 14, 2024 as reported on the Issuer's Form 10-Q, filed on November 14, 2024 and (ii) an additional 3,750,000 Class A Shares issuable in respect of 3,750,000 Class B Shares.
SCHEDULE 13G
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| CUSIP No. | 124420209 |
| 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
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
1,094,065.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
14.21 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person: (1) Represents (i) 599,579 Class A Shares and (ii) 494,486 Class A Shares, issuable in respect of Class B Shares.(2) Calculated based on (i) 3,947,796 Class A Shares outstanding as of November 14, 2024 as reported on the Issuer's Form 10-Q, filed on November 14, 2024 and (ii) an additional 3,750,000 Class A Shares issuable in respect of 3,750,000 Class B Shares.
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
byNordic Acquisition Corp | |
| (b) | Address of issuer's principal executive offices:
Einar Hansens Esplanad 29, Malmo, Sweden, 21113 | |
| Item 2. | ||
| (a) | Name of person 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 AB2. byNordic Holdings LLC3. byNordic Holdings II LLC | |
| (b) | Address or principal business office or, if none, residence:
Einar Hansens Esplanad 29, Malmo, Sweden, 21113 | |
| (c) | Citizenship:
See responses to Item 4 on each cover page. | |
| (d) | Title of class of securities:
Class A Common Stock, $0.0001 par value | |
| (e) | CUSIP No.:
124420209 | |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
| |
| 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. %
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| (c) | Number of shares as to which the 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 1,494,861 Class A Shares and 1,248,882 Class B Shares. byNordic Holdings LLC ("byNordic") directly holds 845,560 Class A Shares and 697,357 Class B Shares and byNordic Holdings II LLC ("byNordic II") directly holds 599,579 Class A Shares and 494,486 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 1,445,139 Class A Shares and 1,191,843 Class B Shares held by byNordic and byNordic II. The Sponsor's beneficial ownership represents 69.90% of the Issuer's outstanding Common Stock, byNordic's beneficial ownership represents 20.04% of the Issuer's outstanding Common Stock, and byNordic II's beneficial ownership represents 14.21% of the Issuer's outstanding Common Stock. Such percentages were calculated based on (i) 3,947,796 Class A Shares outstanding as of November 14, 2024 as reported on the Issuer's Form 10-Q, filed on November 14, 2024 and (ii) an additional 3,750,000 Class A Shares issuable in respect of 3,750,000 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 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
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| 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
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| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
Not Applicable
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| 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.
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Exhibit Information
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Exhibit A Joint Filing Agreement, dated as of February 14, 2025. |