Amended Statement of Ownership (sc 13g/a)
February 14 2023 - 6:09AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Amendment No. 1)*
Under the Securities
Exchange Act of 1934
| byNordic
Acquisition Corporation |
| (Name of Issuer) |
| |
| Class A common stock, par
value $0.0001 per share |
| (Title of Class of Securities) |
| |
| 124420100 |
| (CINS Number) |
| |
| December 31,
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 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 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).
| 1 |
Name
of Reporting PersonS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY). |
| Apollo
SPAC Fund I, L.P. |
| 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 |
| Cayman
Islands |
NUMBER
OF SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH: |
5 |
sole
voting power |
| 0
shares |
| 6 |
shared
voting power |
| 1,485,000
shares |
| 7 |
sole
dispositive power |
| 0
shares |
| 8 |
shared
dispositive power |
| 1,485,000
shares |
| 9 |
aggregate
amount beneficially owned by each reporting person |
| 1,485,000
shares |
| 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) |
| 8.2% |
| 12 |
type
of reporting person (See Instructions) |
| PN |
| |
|
|
|
|
| 1 |
Name
of Reporting PersonS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY). |
| Apollo
SPAC Management I, L.P. |
| 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 |
| Delaware |
NUMBER
OF SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH: |
5 |
sole
voting power |
| 0
shares |
| 6 |
shared
voting power |
| 1,485,000
shares |
| 7 |
sole
dispositive power |
| 0
shares |
| 8 |
shared
dispositive power |
| 1,485,000
shares |
| 9 |
aggregate
amount beneficially owned by each reporting person |
| 1,485,000
shares |
| 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) |
| 8.2% |
| 12 |
type
of reporting person (See Instructions) |
| PN |
| |
|
|
|
|
| 1 |
Name
of Reporting PersonS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY). |
| Apollo
SPAC Management I GP, 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 |
| Delaware |
NUMBER
OF SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH: |
5 |
sole
voting power |
| 0
shares |
| 6 |
shared
voting power |
| 1,485,000
shares |
| 7 |
sole
dispositive power |
| 0
shares |
| 8 |
shared
dispositive power |
| 1,485,000
shares |
| 9 |
aggregate
amount beneficially owned by each reporting person |
| 1,485,000
shares |
| 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) |
| 8.2% |
| 12 |
type
of reporting person (See Instructions) |
| OO |
| |
|
|
|
|
| 1 |
Name
of Reporting PersonS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY). |
| Apollo
Capital Management, L.P. |
| 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 |
| Delaware |
NUMBER
OF SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH: |
5 |
sole
voting power |
| 0
shares |
| 6 |
shared
voting power |
| 1,485,000
shares |
| 7 |
sole
dispositive power |
| 0
shares |
| 8 |
shared
dispositive power |
| 1,485,000
shares |
| 9 |
aggregate
amount beneficially owned by each reporting person |
| 1,485,000
shares |
| 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) |
| 8.2% |
| 12 |
type
of reporting person (See Instructions) |
| PN |
| |
|
|
|
|
| 1 |
Name
of Reporting PersonS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY). |
| Apollo
Capital Management GP, 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 |
| Delaware |
NUMBER
OF SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH: |
5 |
sole
voting power |
| 0
shares |
| 6 |
shared
voting power |
| 1,485,000
shares |
| 7 |
sole
dispositive power |
| 0
shares |
| 8 |
shared
dispositive power |
| 1,485,000
shares |
| 9 |
aggregate
amount beneficially owned by each reporting person |
| 1,485,000
shares |
| 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) |
| 8.2% |
| 12 |
type
of reporting person (See Instructions) |
| OO |
| |
|
|
|
|
| 1 |
Name
of Reporting PersonS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY). |
| Apollo
Management Holdings, L.P. |
| 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 |
| Delaware |
NUMBER
OF SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH: |
5 |
sole
voting power |
| 0
shares |
| 6 |
shared
voting power |
| 1,485,000
shares |
| 7 |
sole
dispositive power |
| 0
shares |
| 8 |
shared
dispositive power |
| 1,485,000
shares |
| 9 |
aggregate
amount beneficially owned by each reporting person |
| 1,485,000
shares |
| 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) |
| 8.2% |
| 12 |
type
of reporting person (See Instructions) |
| PN |
| |
|
|
|
|
| 1 |
Name
of Reporting PersonS.
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY). |
| Apollo
Management Holdings GP, 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 |
| Delaware |
NUMBER
OF SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING PERSON
WITH: |
5 |
sole
voting power |
| 0
shares |
| 6 |
shared
voting power |
| 1,485,000
shares |
| 7 |
sole
dispositive power |
| 0
shares |
| 8 |
shared
dispositive power |
| 1,485,000
shares |
| 9 |
aggregate
amount beneficially owned by each reporting person |
| 1,485,000
shares |
| 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) |
| 8.2% |
| 12 |
type
of reporting person (See Instructions) |
| OO |
| |
|
|
|
|
| Item 1. | (a) |
Name of Issuer |
byNordic Acquisition Corporation
| (b) | Address of Issuer’s Principal
Executive Offices |
c/o Pir 29, Einar Hansens Esplanad 29
211 13 Malmö, Sweden
| Item 2. | (a) |
Name of Person Filing |
This statement is
filed by (i) Apollo SPAC Fund I, L.P. (“SPAC Fund I”); (ii) Apollo SPAC Management I, L.P. (“SPAC Management I”);
(iii) Apollo SPAC Management I GP, LLC (“SPAC Management I GP”); (iv) Apollo Capital Management, L.P. (“Capital Management”);
(v) Apollo Capital Management GP, LLC (“Capital Management GP”); (vi) Apollo Management Holdings, L.P. (“Management
Holdings”); and (vii) Apollo Management Holdings GP, LLC (“Management Holdings GP”). The foregoing are collectively
referred to herein as the “Reporting Persons.”
SPAC Fund I holds securities of the
Issuer.
SPAC Management I serves as the investment
manager for SPAC Fund I. The general partner of SPAC Management I is SPAC Management I GP.
Capital Management serves as the sole
member of SPAC Management I GP. Capital Management GP serves as the general partner of Capital Management. Management Holdings serves
as the sole member and manager of Capital Management GP, and Management Holdings GP serves as the general partner of Management Holdings.
| (b) | Address of Principal Business
Office or, if none, Residence |
The principal office
of SPAC Fund I is One Manhattanville Road, Suite 201, Purchase, New York 10577. The principal office of each of SPAC Management I, SPAC
Management I GP, Capital Management, Capital Management GP, Management Holdings, and Management Holdings GP is 9 W. 57th Street,
43rd Floor, New York, New York 10019.
SPAC Fund I is a
Cayman Islands exempted limited partnership. SPAC Management I GP, Capital Management GP, and Management Holdings GP are each a Delaware
limited liability company. SPAC Management I, Capital Management, and Management Holdings are each a Delaware limited partnership.
| (d) | Title of Class of Securities |
Class A common stock,
par value $0.0001 per share (the “Common Stock”).
124420100
| Item 3. | If this statement is filed pursuant to Rule 13d-1(b), or
13d-2(b) or (c), check whether the person filing is a: |
Not applicable.
Beneficial ownership information is reported
as of December 31, 2022. The Common Stock reported herein are held in the form of units (the “Units”). Each Unit consists
of one share of Common Stock and one-half of one redeemable warrant. Each whole redeemable warrant entitles the holder thereof to purchase
one share of Common Stock upon the consummation of the Issuer’s initial business combination (“Initial Business Combination”),
as described in more detail in the Issuer’s Prospectus filed with the SEC on February 10, 2022 (the “Prospectus”).
Each warrant will become exercisable on the later of 30 days after the completion of the Issuer’s Initial Business Combination
or 12 months from the closing of the Issuer’s initial public offering and will expire five years after the completion of the Issuer’s
Initial Business Combination or earlier upon redemption or liquidation. In accordance with Rule 13d-3(d)(1) regarding securities which
represent a right to acquire an underlying security, each Unit has been reported herein as representing the beneficial ownership of one
share of Common Stock.
| (a) | Amount beneficially
owned: |
| SPAC Fund I | |
| 1,485,000 | |
| SPAC Management I | |
| 1,485,000 | |
| SPAC Management I GP | |
| 1,485,000 | |
| Capital Management | |
| 1,485,000 | |
| Capital Management GP | |
| 1,485,000 | |
| Management Holdings | |
| 1,485,000 | |
| Management Holdings GP | |
| 1,485,000 | |
SPAC Management I, SPAC Management
I GP, Capital Management, Capital Management GP, Management Holdings and Management Holdings GP, and Messrs. Scott Kleinman,
James Zelter, and Marc Rowan, the managers, as well as executive officers, of Management Holdings GP, each disclaims beneficial
ownership of all shares of Common Stock included in this report, and the filing of this report shall not be construed as an admission
that any such person or entity is the beneficial owner of any such securities for purposes of Section 13(d) or 13(g) of the Securities
Exchange Act of 1934, as amended, or for any other purpose.
(b) Percent of class:
| SPAC Fund I | |
| 8.2 | % |
| SPAC Management I | |
| 8.2 | % |
| SPAC Management I GP | |
| 8.2 | % |
| Capital Management | |
| 8.2 | % |
| Capital Management GP | |
| 8.2 | % |
| Management Holdings | |
| 8.2 | % |
| Management Holdings GP | |
| 8.2 | % |
The percentages are based on 18,190,000
shares of Common Stock outstanding as of November 9, 2022, as disclosed in the Issuer’s Quarterly Report on Form 10-Q for the quarterly
period ended September 30, 2022 filed on November 10, 2022.
| (c) | Number of shares
as to which the person has: |
| (i) | Sole power to vote or
to direct the vote: |
| | | |
| | | 0 for all Reporting Persons |
| | | |
| | (ii) | Shared power to vote or to direct the vote: |
| SPAC Fund I | |
| 1,485,000 | |
| SPAC Management I | |
| 1,485,000 | |
| SPAC Management I GP | |
| 1,485,000 | |
| Capital Management | |
| 1,485,000 | |
| Capital Management GP | |
| 1,485,000 | |
| Management Holdings | |
| 1,485,000 | |
| Management Holdings GP | |
| 1,485,000 | |
| (iii) | Sole power to dispose
or to direct the disposition of: |
| | | |
| | | 0 for all Reporting Persons |
| | | |
| | (iv) | Shared power to dispose or to direct the disposition
of: |
| SPAC Fund I | |
| 1,485,000 | |
| SPAC Management I | |
| 1,485,000 | |
| SPAC Management I GP | |
| 1,485,000 | |
| Capital Management | |
| 1,485,000 | |
| Capital Management GP | |
| 1,485,000 | |
| Management Holdings | |
| 1,485,000 | |
| Management Holdings GP | |
| 1,485,000 | |
| Item 5. | Ownership of Five Percent or Less of a
Class. |
If
this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner
of more than five percent of the class of securities, check the following: ¨
| 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. |
Not applicable.
| Item 8. | Identification and Classification of Members of the Group. |
Not applicable.
| Item 9. | Notice of Dissolution of Group. |
Not applicable.
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.
[The remainder of this
page is intentionally left blank.]
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.
Date: February 13, 2023
| |
APOLLO SPAC
FUND I, L.P. |
| |
|
|
|
|
| |
By: |
Apollo SPAC
Management I, L.P., |
| |
|
its investment
manager |
| |
|
|
|
|
| |
|
By: |
Apollo SPAC
Management I GP, LLC, |
| |
|
|
its general
partner |
| |
|
|
|
|
| |
|
|
By: |
/s/ William Kuesel |
| |
|
|
Name: |
William Kuesel |
| |
|
|
Title: |
Vice President |
| |
|
|
|
|
| |
APOLLO SPAC
MANAGEMENT I, L.P. |
| |
|
|
|
|
| |
By: |
Apollo SPAC
Management I GP, LLC, |
| |
|
its general
partner |
| |
|
|
|
|
| |
|
By: |
/s/
William Kuesel |
| |
|
Name: |
William Kuesel |
| |
|
Title: |
Vice President |
| |
|
|
|
|
| |
APOLLO SPAC
MANAGEMENT I GP, LLC |
| |
|
|
|
|
| |
By: |
/s/
William Kuesel |
| |
Name: |
William Kuesel |
| |
Title: |
Vice President |
| |
|
|
|
|
| |
APOLLO CAPITAL
MANAGEMENT, L.P. |
| |
|
|
|
|
| |
By: |
Apollo Capital
Management GP, LLC, |
| |
|
its general
partner |
| |
|
|
|
|
| |
|
By: |
/s/
William Kuesel |
| |
|
Name: |
William Kuesel |
| |
|
Title: |
Vice President |
|
APOLLO CAPITAL
MANAGEMENT GP, LLC |
| |
|
|
|
|
| |
By: |
/s/
William Kuesel |
| |
Name: |
William Kuesel |
| |
Title: |
Vice President |
| |
|
|
|
APOLLO MANAGEMENT
HOLDINGS, L.P. |
| |
|
|
|
|
| |
By: |
Apollo Management
Holdings GP, LLC, |
| |
|
its general
partner |
| |
|
|
|
|
| |
|
By: |
/s/
William Kuesel |
| |
|
Name: |
William Kuesel |
| |
|
Title: |
Vice President |
| |
|
|
|
|
| |
APOLLO MANAGEMENT
HOLDINGS GP, LLC |
| |
|
|
|
|
| |
By: |
/s/
William Kuesel |
| |
Name: |
William Kuesel |
| |
Title: |
Vice President |
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