SEC Comment Letter 0000000000-23-004616 to byNordic Acquisition Corp (BYNO, BYNOU, BYNOW) (CIK 0001801417) (BYNO)
byNordic Acquisition Corp (BYNO, BYNOU, BYNOW) (CIK 0001801417)
Date: May 4, 2023 · CIK: 0001801417 · Accession: 0000000000-23-004616
AI Filing Summary & Sentiment
File numbers found in text: 001-41273
Letter
United States securities and exchange commission logo May 4, 2023 Thomas Fairfield Chief Financial Officer byNordic Acquisition Corp c/o Pir 29 Einar Hansens Esplanad 29 211 13 Malmö, Sweden Re:byNordic Acquisition Corp Form 10-K for the Fiscal Year Ended December 31, 2022 Filed April 17, 2023 File No. 001-41273 Dear Thomas Fairfield: We have limited our review of your filing to the financial statements and related disclosures and have the following comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. Please respond to these comments within ten business days by providing the requested information or advise us as soon as possible when you will respond. If you do not believe our comments apply to your facts and circumstances, please tell us why in your response. After reviewing your response to these comments, we may have additional comments. Form 10-K for the Fiscal Year Ended December 31, 2022 General 1.With a view toward disclosure, please tell us whether your sponsor is, is controlled by, or has substantial ties with a non-U.S. person. If so, please revise your disclosure in future filings to include disclosure that addresses how this fact could impact your ability to complete your initial business combination. For instance, discuss the risk to investors that you may not be able to complete an initial business combination with a U.S. target company should the transaction be subject to review by a U.S. government entity, such as the Committee on Foreign Investment in the United States (CFIUS), or ultimately prohibited. Disclose that as a result, the pool of potential targets with which you could complete an initial business combination may be limited. Further, disclose that the time necessary for government review of the transaction or a decision to prohibit the transaction could prevent you from completing an initial business combination and require
FirstName LastNameThomas Fairfield Comapany NamebyNordic Acquisition Corp May 4, 2023 Page 2 FirstName LastName Thomas Fairfield byNordic Acquisition Corp May 4, 2023 Page 2 you to liquidate. Disclose the consequences of liquidation to investors, such as the losses of the investment opportunity in a target company, any price appreciation in the combined company, and the warrants, which would expire worthless. Please include an example of your intended disclosure in your response. In closing, we remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. You may contact Steve Lo at 202-551-3394 or Raj Rajan at 202-551-3388 with any questions. Sincerely, Division of Corporation Finance Office of Energy & Transportation
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United States securities and exchange commission logo
May 4, 2023
Thomas Fairfield
Chief Financial Officer
byNordic Acquisition Corp
c/o Pir 29
Einar Hansens Esplanad 29
211 13 Malmö, Sweden
Re:byNordic Acquisition Corp
Form 10-K for the Fiscal Year Ended December 31, 2022
Filed April 17, 2023
File No. 001-41273
Dear Thomas Fairfield:
We have limited our review of your filing to the financial statements and related
disclosures and have the following comments. In some of our comments, we may ask you to
provide us with information so we may better understand your disclosure.
Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
After reviewing your response to these comments, we may have additional comments.
Form 10-K for the Fiscal Year Ended December 31, 2022
General
1.With a view toward disclosure, please tell us whether your sponsor is, is controlled by, or
has substantial ties with a non-U.S. person. If so, please revise your disclosure in future
filings to include disclosure that addresses how this fact could impact your ability to
complete your initial business combination. For instance, discuss the risk to investors that
you may not be able to complete an initial business combination with a U.S. target
company should the transaction be subject to review by a U.S. government entity, such as
the Committee on Foreign Investment in the United States (CFIUS), or ultimately
prohibited. Disclose that as a result, the pool of potential targets with which you could
complete an initial business combination may be limited. Further, disclose that the time
necessary for government review of the transaction or a decision to prohibit the
transaction could prevent you from completing an initial business combination and require
FirstName LastNameThomas Fairfield
Comapany NamebyNordic Acquisition Corp
May 4, 2023 Page 2
FirstName LastName
Thomas Fairfield
byNordic Acquisition Corp
May 4, 2023
Page 2
you to liquidate. Disclose the consequences of liquidation to investors, such as the losses
of the investment opportunity in a target company, any price appreciation in the combined
company, and the warrants, which would expire worthless. Please include an example of
your intended disclosure in your response.
In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
You may contact Steve Lo at 202-551-3394 or Raj Rajan at 202-551-3388 with any
questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation