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"
- Peter Lynch
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- Peter Lynch
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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)
Class A common stock, par value $0.0001 per share
(Title of Class of Securities)
124420209 **
(CUSIP Number)
February 9, 2022
(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)
[x] Rule 13d-1(c)
[ ] Rule 13d-1(d)
* The remainder of this cover page shall be filled out for a reporting
persons 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.
** Reflects the CUSIP number for the Issuers Units, each consisting of
one share of Class A common stock and one-half of one redeemable warrant
(the Units).
The information required in 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).
CUSIP No.124420209
1
Names of Reporting Persons
Atalaya Special Purpose Investment Fund II LP
2
Check the appropriate box if a member of a Group (see instructions)
(a) [x]
(b) [ ]
3
Sec Use Only
4
Citizenship or Place of Organization
Delaware
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0
6
Shared Voting Power
198,248
7
Sole Dispositive Power
0
8
Shared Dispositive Power
198,248
9
Aggregate Amount Beneficially Owned by Each Reporting Person
198,248
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)
1.3%
12
Type of Reporting Person (See Instructions)
PN
CUSIP No.124420209
1
Names of Reporting Persons
ACM ASOF VII (Cayman) Holdco LP
2
Check the appropriate box if a member of a Group (see instructions)
(a) [x]
(b) [ ]
3
Sec Use Only
4
Citizenship or Place of Organization
Cayman Islands
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0
6
Shared Voting Power
278,141
7
Sole Dispositive Power
0
8
Shared Dispositive Power
278,141
9
Aggregate Amount Beneficially Owned by Each Reporting Person
278,141
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)
1.9%
12
Type of Reporting Person (See Instructions)
PN
CUSIP No.124420209
1
Names of Reporting Persons
ACM Alamosa (Cayman) Holdco LP
2
Check the appropriate box if a member of a Group (see instructions)
(a) [x]
(b) [ ]
3
Sec Use Only
4
Citizenship or Place of Organization
Cayman Islands
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0
6
Shared Voting Power
555,982
7
Sole Dispositive Power
0
8
Shared Dispositive Power
555,982
9
Aggregate Amount Beneficially Owned by Each Reporting Person
555,982
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)
3.7%
12
Type of Reporting Person (See Instructions)
PN
CUSIP No.124420209
1
Names of Reporting Persons
Atalaya Capital Management LP
2
Check the appropriate box if a member of a Group (see instructions)
(a) [x]
(b) [ ]
3
Sec Use Only
4
Citizenship or Place of Organization
Delaware
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0
6
Shared Voting Power
1,032,371
7
Sole Dispositive Power
0
8
Shared Dispositive Power
1,032,371
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,032,371
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)
6.9%
12
Type of Reporting Person (See Instructions)
IA, PN
CUSIP No.124420209
1
Names of Reporting Persons
Corbin ERISA Opportunity Fund, Ltd.
2
Check the appropriate box if a member of a Group (see instructions)
(a) [x]
(b) [ ]
3
Sec Use Only
4
Citizenship or Place of Organization
Cayman Islands
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0
6
Shared Voting Power
278,141
7
Sole Dispositive Power
0
8
Shared Dispositive Power
278,141
9
Aggregate Amount Beneficially Owned by Each Reporting Person
278,141
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)
1.9%
12
Type of Reporting Person (See Instructions)
OO
CUSIP No.124420209
1
Names of Reporting Persons
Corbin Capital Partners GP, LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a) [x]
(b) [ ]
3
Sec Use Only
4
Citizenship or Place of Organization
Delaware
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0
6
Shared Voting Power
278,141
7
Sole Dispositive Power
0
8
Shared Dispositive Power
278,141
9
Aggregate Amount Beneficially Owned by Each Reporting Person
278,141
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)
1.9%
12
Type of Reporting Person (See Instructions)
OO
CUSIP No.124420209
1
Names of Reporting Persons
Corbin Capital Partners, L.P.
2
Check the appropriate box if a member of a Group (see instructions)
(a) [x]
(b) [ ]
3
Sec Use Only
4
Citizenship or Place of Organization
Delaware
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0
6
Shared Voting Power
278,141
7
Sole Dispositive Power
0
8
Shared Dispositive Power
278,141
9
Aggregate Amount Beneficially Owned by Each Reporting Person
278,141
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)
1.9%
12
Type of Reporting Person (See Instructions)
IA, PN
Item 1(a). Name of Issuer:
byNordic Acquisition Corporation
Item 1(b). Address of Issuers Principal Executive Offices:
Einar Hansens Esplanad 29, 211 13 Malmo, Sweden
Item 2(a). Name of Person Filing:
This Statement is filed on behalf of the following persons
(collectively, the Reporting Persons):
i. Atalaya Special Purpose Investment Fund II LP (ASPIF II);
ii. ACM ASOF VII (Cayman) Holdco LP (ASOF);
iii. ACM Alamosa (Cayman) Holdco LP (Alamosa);
iv. Atalaya Capital Management LP (ACM);
v. Corbin ERISA Opportunity Fund, Ltd. (CEOF);
vi. Corbin Capital Partners GP, LLC (CCPG); and
vii. Corbin Capital Partners, L.P. (CCP).
Item 2(b). Address of Principal Business Office or, if None, Residence:
The address of the principal business office of each of ASPIF II, ASOF,
Alamosa and ACM is One Rockefeller Plaza, 32nd Floor, New York, NY 10020. The
address of the principal business office of each of CEOF, CCPG and CCP is 590
Madison Avenue, 31st Floor, New York, NY 10022.
Item 2(c). Citizenship:
Each of ASPIF II, ACM and CCP is a Delaware limited partnership. Each of
ASOF and Alamosa is a Cayman Islands exempted limited partnership. CEOF is a
Cayman Islands exempted company. CCPG is a Delaware limited liability company.
Item 2(d). Title and Class of Securities:
Class A common stock, par value $0.0001 per share (the Shares)
Item 2(e). CUSIP Number:
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:
This Item 3 is not applicable.
Item 4(a). Amount Beneficially Owned:
As of the date hereof, ACM may be deemed the beneficial owner of
1,032,371 Shares underlying Units, which amount includes (i) the 198,248 Shares
underlying Units held of record by ASPIF II, (ii) the 278,141 Shares underlying
Units held of record by ASOF and (iii) the 555,982 Shares underlying Units held
of record by Alamosa. Each of CCPG and CCP may be deemed the beneficial owner
of 278,141 Shares underlying Units, which amount includes the 278,141 Shares
underlying Units held of record by CEOF.
In addition to the securities reported on the cover pages hereto,
ACM may be deemed to beneficially own (i) 99,124 warrants underlying Units held
of record by ASPIF II, (ii) 139,070 warrants underlying Units held of record by
ASOF and (iii) 277,991 warrants underlying Units held of record by Alamosa.
Each of CCPG and CCP may be deemed to beneficially own 139,070 warrants
underlying Unitsheld of record by CEOF. Each warrant will become exercisable
on the later of (i) 30 days after the completion of a business combination
and (ii) 12 months after the closing of the Issuers initial public offering.
The warrants will expire on the fifth anniversary of the completion of a
business combination.
Item 4(b). Percent of Class:
As of the date hereof, ACM may be deemed the beneficial owner of
approximately 6.9% of Shares outstanding, which amount includes (i) 1.3% of
Shares outstanding held of record by ASPIF II, (ii) 1.9% of Shares outstanding
held of record by ASOF and (iii) the 3.7% of Shares outstanding held of record
by Alamosa. Each of CCPG and CCP may be deemed the beneficial owner of
approximately 1.9% of Shares outstanding, which amount includes 1.9% of Shares
outstanding held of record by CEOF (these percentages are based on 15,000,000
Shares outstanding as reported in the Issuers Prospectus filed with the
Securities and Exchange Commission on February 10, 2022). The percentages
reported in the cover pages and this Item 4(b) herein do not include any
Shares underlying warrants since the warrants are not exercisable within
sixty days.
Item 4(c). Number of shares as to which such person has:
ASPIF II:
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 198,248
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of: 198,248
ASOF:
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 278,141
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of: 278,141
Alamosa:
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 555,982
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of: 555,982
ACM:
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 1,032,371
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of: 1,032,371
CEOF:
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 278,141
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of: 278,141
CCPG:
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 278,141
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of: 278,141
CCP:
(i) Sole power to vote or to direct the vote: 0
(ii) Shared power to vote or to direct the vote: 278,141
(iii) Sole power to dispose or to direct the disposition of: 0
(iv) Shared power to dispose or to direct the disposition of: 278,141
The Shares are directly held by ASPIF II, ASOF, Alamosa and CEOF (the
Direct Holders). As ASPIF II, ASOF and Alamosas investment manager, ACM has
the power to vote and direct the disposition of all Shares held by ASPIF II,
ASOF and Alamosa. As CEOFs investment manager, CCP has the power to vote and
direct the disposition of all Shares held by CEOF. This report shall not be
deemed an admission that ACM, CCP, the Direct Holders or any other person is
the beneficial owner of the securities reported herein for purposes of
Section 13 of the Act, or for any other purpose.
Item 5. Ownership of Five Percent or Less of a Class.
This Item 5 is not applicable.
Item 6. Ownership of more than Five Percent on Behalf of Another Person.
This Item 6 is 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.
This Item 7 is not applicable.
Item 8. Identification and classification of members of the group.
ASPIF II, ASOF, Alamosa, ACM, CEOF, CCPG and CCP may be deemed members
of a group, as defined in Rule 13d-5 under the Act, with respect to the Shares.
Such group may be deemed to beneficially own 1,310,512 Shares. CEOF, CCPG and
CCP disclaim beneficial ownership over the Shares held directly by ASPIF II,
ASOF and Alamosa. ASPIF II, ASOF, Alamosa and ACM disclaim beneficial ownership
over the Shares held directly by CEOF.
Item 9. Notice of Dissolution of Group.
This Item 9 is not applicable.
Item 10. Certifications.
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were not acquired and are not held for
the purpose of or with the effect of changing or influencing the control of the
issuer of the securities and were not acquired and are not held in connection
with or as a participant in any transaction having that purpose or effect,
other than activities solely in connection with a nomination under 240.14a-11.
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.
Atalaya Special Purpose Investment Fund II LP
By: /s/ Drew Phillips
Name: Drew Phillips
Title: Authorized Signatory
ACM ASOF VII (Cayman) Holdco LP
By: /s/ Drew Phillips
Name: Drew Phillips
Title: Authorized Signatory
ACM Alamosa (Cayman) Holdco LP
By: /s/ Drew Phillips
Name: Drew Phillips
Title: Authorized Signatory
Atalaya Capital Management LP
By: /s/ Drew Phillips
Name: Drew Phillips
Title: Authorized Signatory
Corbin ERISA Opportunity Fund, Ltd.
By: Corbin Capital Partners, L.P., its Investment Manager
By:/s/ Daniel Friedman
Name: Daniel Friedman
Title: General Counsel
Corbin Capital Partners GP, LLC
By:/s/ Daniel Friedman
Name: Daniel Friedman
Title: Authorized Signatory
Corbin Capital Partners, L.P.
By:/s/ Daniel Friedman
Name: Daniel Friedman
Title: General Counsel
February 17, 2022
The original statement shall be signed by each person on whose behalf
the statement is filed or his authorized representative. If the statement
is signed on behalf of a person by his authorized representative (other than
an executive officer or general partner of this filing person), evidence of
the representatives authority to sign on behalf of such person shall be filed
with the statement, provided, however, that a power of attorney for this
purpose which is already on file with the Commission may be incorporated by
reference. The name and any title of each person who signs the statement
shall be typed or printed beneath his signature.
Attention: Intentional misstatements or omissions of fact constitute Federal
criminal violations (See 18 U.S.C. 1001).
EXHIBIT INDEX
Ex. No. Description
99 Joint Filing Agreement
JOINT FILING AGREEMENT
The undersigned hereby agree that the statement on Schedule 13G with
respect to shares of Class A common stock of byNordic Acquisition Corporation,
filed February 17, 2022 is, and any amendments thereto (including amendments
on Schedule 13D) signed by each of the undersigned shall be, filed on behalf
of each of us pursuant to and in accordance with the provisions of Rule
13d-1(k) under the Securities Exchange Act of 1934, as amended.
Atalaya Special Purpose Investment Fund II LP
By: /s/ Dr
ew Phillips
Name: Drew Phillips
Title: Authorized Signatory
ACM ASOF VII (Cayman) Holdco LP
By: /s/ Drew Phillips
Name: Drew Phillips
Title: Authorized Signatory
ACM Alamosa (Cayman) Holdco LP
By: /s/ Drew Phillips
Name: Drew Phillips
Title: Authorized Signatory
Atalaya Capital Management LP
By: /s/ Drew Phillips
Name: Drew Phillips
Title: Authorized Signatory
Corbin ERISA Opportunity Fund, Ltd.
By: Corbin Capital Partners, L.P., its Investment Manager
By:/s/ Daniel Friedman
Name: Daniel Friedman
Title: General Counsel
Corbin Capital Partners GP, LLC
By:/s/ Daniel Friedman
Name: Daniel Friedman
Title: Authorized Signatory
Corbin Capital Partners, L.P.
By:/s/ Daniel Friedman
Name: Daniel Friedman
Title: General Counsel
February 17, 2022