byNordic Acquisition Corp

The trust contains only $5.6M ($12.87/share) against $14.9M in total liabilities. The Company has a working capital deficit of $8.8M and auditor-identified going concern risk. The SPAC has been delisted from Nasdaq since Feb 2025 and has borrowed $7.7M from related parties, raising material doubt about its ability to complete a deal by the June 12, 2026 deadline.

The revised deadline shifts the active window for redemption rights forward by thirty days, altering the near-term timeline for holders evaluating exit versus continuation. The $17,470 cash contribution directly reduces the liquidity remaining in the trust account, impacting the pool available for either a completed merger or pro-rata distribution upon liquidation. According to the press release attached to this filing, Chief Executive Officer Michael Hermansson directs the acquisition effort, and management states the firm will 'focus its search on high technology growth companies based in the northern part of Europe.' The registered whole warrants remain exercisable for one share of Class A common stock at an exercise price of $11.50 per share, as listed under the securities table. Chief Financial Officer Thomas Fairfield executed the report. No competing merger targets, sponsor governance changes, litigation developments, or customer/revenue disclosures are contained in this submission.

The Payee contractually waived all right, title, interest, or claim of any kind in the trust account, confirming that working capital debt will not compete with or erode the $13.09 per-share trust value should the company fail to close a transaction by its September 12, 2026 deadline. For tax purposes, the Maker and Payee mutually agreed to treat the instrument as an equity interest rather than indebtedness where permissible. Any amendment or waiver requires prior written consent from both the issuer and lender. The note was executed by Chief Financial Officer and Chief Operating Officer Thomas Fairfield for the company and Authorized Signatory Alexander Fallstrom for the lender.

Per the attached press release, which attributes operational intent to Chief Executive Officer Michael Hermansson, the company 'intends to focus its search on high technology growth companies based in the northern part of Europe.' The filing contains no disclosed revenue, customer base, market size projections, technology patents, partnership frameworks, litigation disclosures, or personnel changes. For redemption tracking, the documented May 12, 2026 cutoff replaces any prior September timeframe, leaving three discretionary monthly extensions before the August 12, 2026 liquidation trigger. Each deposited $17,470 tranches further reduce the Trust Account balance available for working capital or transaction financing. Unless management secures and closes a target before the new deadline, repeated trustee-funded extensions materially increase the statistical probability of a shell dissolution and pro-rata trust distribution.

The SPAC is running out of time and cash. Trust per share is $12.67, but total trust is only $5.5M against $7.7M in related-party debt. No business combination has been announced, and the deadline is April 12, 2026. The going concern warning indicates liquidation is likely without a deal. The OTC listing reduces liquidity for shareholders.

The extension payment immediately reduces the cash held in the trust account that would otherwise be available for shareholder redemptions or the final business combination. Because the board can unilaterally fund additional monthly extensions without a shareholder vote until the August 12, 2026 hard stop, each successive monthly deposit will further deplete trust assets. Investors monitoring the redemption calendar must now track a revised April 12, 2026 milestone rather than the prior March deadline, weighing the sponsor’s repeated extension draws against the disclosed technology-focused search mandate and the diminishing trust balance before liquidation or conversion occurs.

The extension resets the redemption calendar to March 12, 2026, preserving trust capital for public shareholders while draining off-trust liquidity ahead of each monthly deposit cycle. Per the press release issued by the company and attributed to Chief Executive Officer Michael Hermansson, the sponsor intends to focus its deal search on high technology growth companies based in northern Europe. All outstanding warrants retain their $11.50 per share exercise price, with securities listed on the OTC Pink Limited Market.

The deposit shifts the immediate redemption and liquidation checkpoint to February 12, 2026, preserving trust capital and granting the sponsor an extra month to finalize a target. Per the press release, Chief Executive Officer Michael Hermansson states the Company intends to focus its acquisition search on 'high technology growth companies based in the northern part of Europe.' The filing discloses no concrete deal pipeline, customer contracts, revenue figures, market size estimates, strategic partnerships, or litigation developments. Management cautions that all statements regarding cash positions, proposed remediation measures for identified material weaknesses, or future business combinations constitute forward-looking assertions subject to risks detailed in prior SEC filings. The report was formally executed by Chief Financial Officer Thomas Fairfield on January 13, 2026.

This working-capital advance supports operational runway without diluting the trust account or altering the redemption schedule. Because the sponsor-affiliated lender waived all trust account rights and accepted forfeiture of non-recoverable balances upon dissolution, public shareholders retain full trust value protection and face no new creditor exposure. The equity classification for tax purposes and absence of unusual default triggers preserve existing capital mechanics, while warrant terms remain unchanged. No target identification, pipeline update, customer or revenue claims, technology or partnership announcements, or litigation developments were disclosed.

As stated in the press release attributed to Chief Executive Officer Michael Hermansson and the company, the search strategy intends to focus on 'high technology growth companies based in the northern part of Europe,' while retaining broad authority to pursue any sector or geography. Chief Financial Officer Thomas Fairfield executed the filing on behalf of the registrant. From an investor standpoint, the mechanical extension demonstrates active continuation of the acquisition mandate rather than impending liquidation, but also centralizes timeline decisions with management via board discretion. Tracking progress toward the January 12, 2026 window remains essential for calibrating expected holding periods versus redemption event risk before the final August 12, 2026 expiration.

The trust is shrinking rapidly due to redemptions and low interest income; the per-share trust value (redemption price) was $12.47 at quarter-end, down from $11.82 at year-end 2024. The company has only extended the deadline to December 12, 2025, with limited cash outside trust ($244,010) and heavy related-party debt ($7,385,000). The going concern warning signals that failure to close a deal by that date will trigger liquidation. Sponsor conduct shows continued financial support via loans and extension deposits, but repeated redemptions erode the trust. No business combination has been announced.

The filing confirms the board exercised its discretionary authority to fund another monthly extension without triggering a separate stockholder vote, directly resetting the SPAC’s redemption calendar and reducing available trust value via the extension fee. Separately, according to the press release distributed by the company, Chief Executive Officer Michael Hermansson stated that while BYNO may pursue an acquisition in any sector or geography, it 'intends to focus its search on high technology growth companies based in the northern part of Europe.' The submission contains no audited financial data, customer contracts, revenue disclosures, litigation updates, or changes to warrant exercise terms (stated as $11.50 per share in the cover sheet XBRL tags).

This filing shifts the immediate redemption and liquidation window by thirty days. Because each mandated $17,470 deposit reduces the total trust balance, investors tracking the current trust composition can model how these fixed-cost extensions dilute final per-share proceeds relative to existing balances. The disclosure confirms that capital-timing authority rests solely with the board under the August 2025 amendment, limiting shareholder oversight on the extension schedule until the hard stop on August 12, 2026. No target identification, merger agreement, or deal financing terms are included.

The filing extends the operational lifespan of the trust and keeps the redemption right active through October 12, 2025, preventing an immediate dissolution that would otherwise return capital to holders. By opting for the automated, no-vote extension pathway and funding the $17,470 deposit, sponsor conduct indicates a continued financial commitment to the search process without seeking dilutive capital raises or shareholder ballots at this stage. According to the attached press release, the company, led by Chief Executive Officer Michael Hermansson, intends to direct its remaining runway toward evaluating 'high technology growth companies based in the northern part of Europe.' This administrative update provides investors with a definitive, near-term milestone for redemption decisions before the next scheduled extension due in November, directly impacting how capital is allocated across the trust balance versus active deal pursuit.

The filing provides the latest trust per-share redemption value (~$12.23) and confirms management's acknowledgment of substantial going concern uncertainty if a business combination is not completed by the current deadline (September 12, 2025). The continued reliance on sponsor loans to fund extensions and the erosion of cash reserves are critical for investors tracking redemption mechanics and deal progress. The delisting from Nasdaq and subsequent redemptions underscore the urgency and risk of failure.

The $17,470 trust deposit confirms active extension mechanics that require continued sponsor funding through August 2026, while the 571,053-share redemption tally directly reduces the per-share trust balance remaining at liquidation. The $300,000 note creates a direct financial obligation but structurally protects public investors via a contractual trust waiver that bars the sponsor-affiliate lender from claiming any portion of the Trust Account; default repayment falls exclusively to post-trust proceeds or is forgiven. The filing demonstrates board-managed timeline extension authority and ongoing sponsor liquidity support, maintaining the acquisition search clock through September 12, 2025 without necessitating further proxy costs.

This filing is critical because without the extension, BYNO would liquidate and redeem public shares at ~$12.25, ending the SPAC. The extension gives the sponsor another year to find a deal, but the trust is relatively small ($12.35M) and the stock trades on OTC Pink after Nasdaq delisting. The sponsor's dominant voting control ensures approval, but redemptions could further reduce trust. The filing also updates trust value and redemption price, which is below the user's stated $13.09.

This extension is mechanically significant because it represents the twelfth of up to twelve one-month extensions permitted under an August 8, 2024 certificate of incorporation amendment. That prior amendment allowed the board to unilaterally elect to extend the termination date each time without requiring another stockholder vote. Having now exhausted all twelve allotted months, the board has no remaining unilateral mechanism to delay liquidation; the company must complete a merger or face dissolution by August 12, 2025. Additionally, the required deposit directly increases the aggregate cash held in the Trust Account ahead of the redemption window. Regarding operational substance, the press release issued on behalf of Chief Executive Officer Michael Hermansson states that while the company may pursue a target in any sector or geography, it intends to focus its search on high technology growth companies based in the northern part of Europe.

Without the extension, the SPAC would be forced to liquidate by August 12, 2025, returning trust proceeds to public stockholders (approximately $13.09 per share based on the user-supplied trust/share value). The extension gives the company up to 12 additional months to find a target, but redemption risk remains: public stockholders may elect to redeem their shares for a pro rata portion of the trust account (expected to be approximately $[•] per share, though figures are blanks in the filing). The sponsor's dominant voting power ensures approval likely, but redemptions could reduce trust assets. The SPAC's delisting and limited liquidity add risk. The filing also notes a 1% excise tax on redemptions under the Inflation Reduction Act, which could reduce funds available for a business combination.

Exchange delisting terminates quoted market trading for public shares, which typically activates charter-mandated dissolution tracks or restricts secondary liquidity while the SPAC remains technically active. Because Nasdaq cited Listing Rule IM-5101-2 without attaching financial metrics or market-cap thresholds, investors must monitor subsequent corporate filings to determine whether management intends to invoke extension mechanisms, alter trustee custody arrangements, or commence liquidation distributions. All chronological and regulatory assertions originate exclusively from the Nasdaq Staff determination.

For investors tracking capital preservation and timeline risk, the direct transfer of $40,312 confirms out-of-pocket extension payments are proceeding as planned, consuming eleven of twelve available extension windows before the absolute statutory cap of August 12, 2025. The architectural terms of the $200,000 credit facility ring-fence public shareholder funds by legally binding DDM Debt AB to pursue recovery solely against post-IPO operating capital and requiring mutual acknowledgment that the instrument must be structured as an equity interest for U.S. federal income tax purposes under Section 12. In the press release distributed June 10, 2025, Chief Executive Officer Michael Hermansson and listed investor relations contact Michael Hermansson assert the Company intends to concentrate its acquisition efforts exclusively on “high technology growth companies based in the northern part of Europe,” while cautioning that outcomes may diverge materially from forward-looking projections concerning potential combinations, financing structures, and the remediation of material weaknesses related to historical financial statement restatements, with the Company explicitly disavowing any obligation to revise those statements. Chief Financial Officer Thomas Fairfield signs off on both the note and the current report.

The SPAC is under intense time pressure with a June 12, 2025 deadline and no announced target. Delisting to OTC Pink reduces trading liquidity and investor accessibility. The trust value per share of $12.03 may decline further as extension costs consume interest income. The large working capital deficit and reliance on sponsor loans for survival underscore liquidation risk. The material weakness in internal controls adds governance concern. Any failure to complete a deal by June 12 will trigger mandatory liquidation and dissolution.

This action grants exactly thirty-one days to locate and close a merger target before the absolute deadline, after which liquidation and shareholder redemptions would occur. Only two discretionary extensions remain before August 12, 2025. Beyond the timeline compression, the filing’s forward-looking statements caution investors regarding risks stemming from the Company’s previous restatement of historical financial statements and identified material weaknesses. Separately, Chief Executive Officer Michael Hermansson states the Company’s acquisition strategy targets high technology growth companies headquartered in northern Europe.

Auditor transitions and ongoing going concern qualifiers signal persistent financial stability risks and heightened scrutiny over internal controls and cost accounting, which directly impact investor assessment of fund preservation and extension feasibility during the search period. The administrative nature of the swap—driven by CBIZ’s acquisition of Marcum’s attest practice rather than a contentious dispute—minimizes immediate reporting disruption, but the recurrence of the going concern language and the specific management-disclosed weakness around deferred contingent transaction costs indicate underlying accounting vulnerabilities that sponsors must address to maintain credibility ahead of restructuring or liquidation timelines. Marcum explicitly confines its formal agreement to statements concerning its own firm in the attached Exhibit 16.1.

What changed: A Form 8-K current report and attached press release (Exhibit 99.1) detailing a routine statutory extension of the business combination period, accompanied by standard forward-looking statement safe harbors and XBRL metadata for the entity’s registered securities. According to the filing, BYNO’s board exercised its previously approved unilateral extension authority to move the final deadline for consummating an initial business combination from June 12, 2026 to July 12, 2026. To execute this administrative shift, the Company deposited exactly $17,470 into its Trust Account on June 9, 2026. Per the text, this marks the eleventh of up to twelve one-month extensions available under an August 8, 2025 corporate amendment, which authorizes the board to unilaterally add monthly extensions through the absolute maximum expiration of August 12, 2026 without requiring another stockholder vote. The accompanying XBRL data tags confirm the whole warrants remain exercisable at an exercise price of $11.50 per share. Why it matters: The mechanical update directly dictates the remaining timeline for shareholders to evaluate redemptions or hold capital ahead of a potential de-SPAC transaction or trust liquidation. By triggering a board-level cash extension rather than calling a special meeting, management avoids additional shareholder voting delays while maintaining the trust account balance intact against administrative drawdowns. With precisely one funded extension cycle remaining before the hard stop of August 12, 2026, investors face a narrowly defined final window to assess deal progress or prepare for dissolution. The press release attributes the strategic objective to Chief Executive Officer Michael Hermansson, who stated the search mandate remains fixed on acquiring high technology growth companies headquartered in the northern part of Europe. No new revenue metrics, customer contracts, patent filings, litigation updates, or executive departures are reported.

What changed: Quarterly report on Form 10-Q filed by byNordic Acquisition Corp for the period ended March 31, 2026. None. Trust per-share value decreased from $12.67 to $12.87 (remeasurement adjustment of $88,201). No new business combination agreement or letter of intent filed. Company continues to fund monthly $17,470 extensions, pushing the deadline to June 12, 2026. Why it matters: The trust contains only $5.6M ($12.87/share) against $14.9M in total liabilities. The Company has a working capital deficit of $8.8M and auditor-identified going concern risk. The SPAC has been delisted from Nasdaq since Feb 2025 and has borrowed $7.7M from related parties, raising material doubt about its ability to complete a deal by the June 12, 2026 deadline.

What changed: Form 8-K Current Report filed under Item 8.01 (Other Events) and Item 9.01 (Financial Statements and Exhibits), incorporating Exhibit 99.1, which is a corporate press release announcing a one-month extension of the initial business combination period. Per the filing, the termination deadline for completing a business combination was moved from May 12, 2026 to June 12, 2026. On May 7, 2026, the company deposited $17,470 into the Trust Account to fund the extension. This execution constitutes the tenth of up to twelve (12) consecutive one-month extensions permitted under an August 8, 2025 amendment to the certificate of incorporation. The board of directors exercised its discretionary authority to approve the extension without calling another stockholder vote, preserving the ability to stretch the maximum possible termination date to August 12, 2026. Why it matters: The revised deadline shifts the active window for redemption rights forward by thirty days, altering the near-term timeline for holders evaluating exit versus continuation. The $17,470 cash contribution directly reduces the liquidity remaining in the trust account, impacting the pool available for either a completed merger or pro-rata distribution upon liquidation. According to the press release attached to this filing, Chief Executive Officer Michael Hermansson directs the acquisition effort, and management states the firm will 'focus its search on high technology growth companies based in the northern part of Europe.' The registered whole warrants remain exercisable for one share of Class A common stock at an exercise price of $11.50 per share, as listed under the securities table. Chief Financial Officer Thomas Fairfield executed the report. No competing merger targets, sponsor governance changes, litigation developments, or customer/revenue disclosures are contained in this submission.

What changed: A Form 8-K Current Report disclosing the entry into a material definitive agreement, specifically a promissory note dated April 29, 2026. byNordic Acquisition Corp issued a $250,000 promissory note to Achilles Capital AB, an affiliate of sponsor Water by Nordic AB, to fund general working capital. Per the attached Exhibit 10.1, the note carries zero percent interest, accrues no interest, and matures upon consummation of the initial business combination. If a business combination does not occur, repayment is restricted to funds outside the trust account, with the remaining balance explicitly designated to be contributed to capital, forfeited, eliminated, or forgiven. Why it matters: The Payee contractually waived all right, title, interest, or claim of any kind in the trust account, confirming that working capital debt will not compete with or erode the $13.09 per-share trust value should the company fail to close a transaction by its September 12, 2026 deadline. For tax purposes, the Maker and Payee mutually agreed to treat the instrument as an equity interest rather than indebtedness where permissible. Any amendment or waiver requires prior written consent from both the issuer and lender. The note was executed by Chief Financial Officer and Chief Operating Officer Thomas Fairfield for the company and Authorized Signatory Alexander Fallstrom for the lender.

What changed: Current Report on Form 8-K announcing a discretionary one-month extension of the business combination period, accompanied by a press release (Exhibit 99.1). According to the filing, the board of directors used its sole discretion to authorize a $17,470 deposit into the Trust Account on April 7, 2026. This action activates the ninth of up to twelve one-month extensions permitted under the August 8, 2025 certificate amendment, shifting the mandatory business combination termination date from April 12, 2026 to May 12, 2026. The board may continue electing monthly extensions without a stockholder vote until reaching the August 12, 2026 statutory cap. Instrument specifications listed in the filing assign a $0.0001 par value to Class A common stock and a $11.50 exercise price to whole warrants. Chief Financial Officer Thomas Fairfield countersigned the report. Why it matters: Per the attached press release, which attributes operational intent to Chief Executive Officer Michael Hermansson, the company 'intends to focus its search on high technology growth companies based in the northern part of Europe.' The filing contains no disclosed revenue, customer base, market size projections, technology patents, partnership frameworks, litigation disclosures, or personnel changes. For redemption tracking, the documented May 12, 2026 cutoff replaces any prior September timeframe, leaving three discretionary monthly extensions before the August 12, 2026 liquidation trigger. Each deposited $17,470 tranches further reduce the Trust Account balance available for working capital or transaction financing. Unless management secures and closes a target before the new deadline, repeated trustee-funded extensions materially increase the statistical probability of a shell dissolution and pro-rata trust distribution.

What changed: Annual Report on Form 10-K for the fiscal year ended December 31, 2025. Trust account fell to $5.53M (from $11.86M) as 571,053 public shares were redeemed at $12.29/share in Aug 2025. Net loss widened to $731,544 from $206,537. The deadline to complete a business combination was extended to April 12, 2026 via monthly deposits of $17,470. The company was delisted from Nasdaq on Feb 18, 2025 and now trades OTC. Related-party promissory notes increased to $7.685M (from $6.235M). Working capital deficit is $8.15M. The company disclosed a going concern qualification and intends to seek refunds of previously paid excise taxes under new IRS regulations. Why it matters: The SPAC is running out of time and cash. Trust per share is $12.67, but total trust is only $5.5M against $7.7M in related-party debt. No business combination has been announced, and the deadline is April 12, 2026. The going concern warning indicates liquidation is likely without a deal. The OTC listing reduces liquidity for shareholders.

What changed: This document IS a Form 8-K current report and accompanying press release disclosing the voluntary funding of a one-month trust extension to postpone the deadline for completing an initial business combination. On March 6, 2026, the company deposited $17,470 into the Trust Account pursuant to board authorization, extending the business combination window from March 12, 2026 to April 12, 2026. According to the press release attached as Exhibit 99.1, this marks the eighth of up to twelve one-month extensions permitted under the August 8, 2025 certificate amendment, establishing an absolute termination ceiling of August 12, 2026. The document identifies Chief Executive Officer Michael Hermansson as the primary contact and lists Chief Financial Officer Thomas Fairfield as the signatory. Registered securities include class A common stock at a $0.0001 par value, warrants exercisable at $11.50 per share, and units comprising both. The press release states management intends to target high technology growth companies based in northern Europe. Why it matters: The extension payment immediately reduces the cash held in the trust account that would otherwise be available for shareholder redemptions or the final business combination. Because the board can unilaterally fund additional monthly extensions without a shareholder vote until the August 12, 2026 hard stop, each successive monthly deposit will further deplete trust assets. Investors monitoring the redemption calendar must now track a revised April 12, 2026 milestone rather than the prior March deadline, weighing the sponsor’s repeated extension draws against the disclosed technology-focused search mandate and the diminishing trust balance before liquidation or conversion occurs.

What changed: Form 8-K current report under Item 8.01 and Item 9.01, disclosing the funding of a monthly trust account extension and attaching a corporate press release. On February 6, 2026, byNordic Acquisition Corporation deposited $17,470 into its Trust Account, activating the seventh of up to twelve monthly extensions permitted under the August 8, 2025 charter amendment. This board-discretionary extension moves the termination date for completing an initial business combination from February 12, 2026 to March 12, 2026. The extension is funded automatically without requiring a new stockholder vote. Why it matters: The extension resets the redemption calendar to March 12, 2026, preserving trust capital for public shareholders while draining off-trust liquidity ahead of each monthly deposit cycle. Per the press release issued by the company and attributed to Chief Executive Officer Michael Hermansson, the sponsor intends to focus its deal search on high technology growth companies based in northern Europe. All outstanding warrants retain their $11.50 per share exercise price, with securities listed on the OTC Pink Limited Market.

What changed: SEC Form 8-K Current Report containing an Item 8.01 disclosure and an attached press release (Exhibit 99.1), documenting a routine corporate action to fund and implement a one-month extension of the SPAC’s business combination deadline. According to the Company’s filing, on January 7, 2026, byNordic deposited exactly $17,470 into the Trust Account. This funding executes the sixth of up to twelve one-month extensions permitted under the August 8, 2025 charter amendment, moving the deadline to consummate an initial business combination from January 12, 2026 to February 12, 2026. The Board retained authority to trigger subsequent monthly extensions without additional stockholder votes until August 12, 2026, barring earlier deal closure. The embedded XBRL cover page confirms that whole redeemable warrants carry an exercise price of $11.50 per share. Why it matters: The deposit shifts the immediate redemption and liquidation checkpoint to February 12, 2026, preserving trust capital and granting the sponsor an extra month to finalize a target. Per the press release, Chief Executive Officer Michael Hermansson states the Company intends to focus its acquisition search on 'high technology growth companies based in the northern part of Europe.' The filing discloses no concrete deal pipeline, customer contracts, revenue figures, market size estimates, strategic partnerships, or litigation developments. Management cautions that all statements regarding cash positions, proposed remediation measures for identified material weaknesses, or future business combinations constitute forward-looking assertions subject to risks detailed in prior SEC filings. The report was formally executed by Chief Financial Officer Thomas Fairfield on January 13, 2026.

What changed: SEC Form 8-K current report disclosing entry into a material definitive agreement and creation of a direct financial obligation for a $300,000 promissory note. Per the filing, byNordic Acquisition Corporation issued a $300,000 non-interest-bearing promissory note to Achilles Capital AB (an affiliate of sponsor Water by Nordic AB) for general working capital. The company states the principal matures solely upon an initial business combination. If the combination fails, repayment is restricted exclusively to funds outside the trust account, with any shortfall to be “contributed to capital, forfeited, eliminated or otherwise forgiven.” The payee contractually waives all claims against the trust account. The registrant’s cover page also confirms whole redeemable warrants carry an exercise price of $11.50 per share. All disclosures were executed by Thomas Fairfield, Chief Financial Officer and Chief Operating Officer. Why it matters: This working-capital advance supports operational runway without diluting the trust account or altering the redemption schedule. Because the sponsor-affiliated lender waived all trust account rights and accepted forfeiture of non-recoverable balances upon dissolution, public shareholders retain full trust value protection and face no new creditor exposure. The equity classification for tax purposes and absence of unusual default triggers preserve existing capital mechanics, while warrant terms remain unchanged. No target identification, pipeline update, customer or revenue claims, technology or partnership announcements, or litigation developments were disclosed.