BYNO SEC filings, in plain English
Everything byNordic Acquisition Corp has filed with the SEC that we hold — 40 filings, newest first, 40 with a plain-English summary of what changed and why it matters. Every row links to the primary document on EDGAR, so you can check the source rather than trust us.
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What changed: Form 10-Q quarterly report for byNordic Acquisition Corp (BYNO) for the quarter ended June 30, 2026, filed August 14, 2026. The filing reports that on August 6, 2026, shareholders approved extending the business combination deadline from August 12, 2026 to August 12, 2027, with monthly deposits of $8,850. The company funded a one-month extension to September 12, 2026 with an $8,850 deposit on August 10, 2026. In connection with the August 2026 amendments, 215,488 public shares were redeemed at ~$13.17 per share for $2,837,690, reducing redeemable shares to 436,743. Trust account value as of June 30, 2026 was $5,718,028 ($13.10 per redeemable share). Net loss for the six months was $827,437, with operating costs of $904,945. The company had cash of $150,345 and a working capital deficit of $9,165,290. Related party promissory notes increased to $7,935,000. The company continues to have no business combination agreement and reiterates substantial doubt about its ability to continue as a going concern. Securities were delisted from Nasdaq on February 18, 2025 and now trade OTC Pink. Why it matters: The filing provides critical updates on the SPAC's dwindling timeline, cash burn, and trust value. The extension to September 12, 2026 (with potential to extend further to August 12, 2027) gives more time but also imposes ongoing costs. The high trust value per share ($13.10) compared to the IPO price may attract further redemptions. The lack of a definitive deal, mounting related-party debt, and going concern warning indicate elevated risk of liquidation. Investors should closely monitor extension deposits and any announcement of a business combination.
What changed vs 2026-05-15deadline 2026-08-12 → 2027-08-12combination deadline, trust account, going-concern doubt +21 moved · 4 with no prior record of ours
- Combination deadline
- 2026-08-122027-08-12
- Trust account
- $175.9M · unchanged
- Going-concern doubt
- stated · unchanged
- Sponsor loans outstanding
- $14K · unchanged
- Redeemable shares
- 437K · unchanged
SpacBrain reads this as 365 days later than the previous record.
The clause …“extend the Combination Period by one month each time from August 12, 2026 to August 12, 2027, or such earlier date as determined by the Board in its sole discretion, unless the closing of a Business Combination shall have occurred”…
The clause …“IPO held in the Trust Account to the extent necessary to maintain an amount on deposit in the Trust Account equal to $ 175,950,000 ($ 10.20 per Unit). The holders of the Private Shares will not have any right to amounts held in the”…
The clause …“complete a Business Combination by the end of the Combination Period, raises substantial doubt about the Company’s ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities”…
The clause …“June 30, 2022 or the completion of the IPO. On February 26, 2020, the Company borrowed $ 13,750 under the promissory note and advances of $ 105,000 were converted into loans under the promissory note. On May 24, 2021, the Sponsor”…
The clause “000 issued and outstanding as of June 30, 2026 and December 31, 2025 (excluding 436,743 shares subject to possible redemption) as of June 30, 2026 and December 31, 2025. 294 294 Class B common stock, $ 0.0001 par value; 10,000,000 shares”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
What changed: A Form 8-K current report serving as a routine compliance exhibit that incorporates a charter amendment, annual meeting voting tallies, and a disclosure of trust account redemptions alongside extension funding. According to the 8-K, shareholders at the August 6, 2026 annual meeting approved a charter amendment permitting the board to extend the termination date monthly, without a subsequent shareholder vote, up to August 12, 2027. The filing discloses that 215,488 shares were tendered for redemption. Per the company, the gross Trust Account balance was $5,751,324.10 with a $0.00 tax withdrawal. After aggregate redemption payments of $2,837,690.18, the net Trust Account balance after redemptions reached $2,913,633.92, leaving 221,255 shares remaining. On August 10, 2026, the registrant deposited $8,850.20 into the Trust Account—calculated as the lesser of $10,000 per month or $0.04 per share per month based on the 221,255 remaining shares—thereby extending the business combination deadline from August 12, 2026 to September 12, 2026. Voting tallies show 5,913,418 shares voted FOR the extension proposal and 999 AGAINST, with 5,914,417 shares present representing approximately 82.99% of the 7,126,743 entitled shares. Why it matters: The amendment eliminates the need for future short-term shareholder votes on extensions, transferring timeline governance exclusively to the board while fixing monthly extension costs at $0.04 per surviving share. The redemption wave shrank the public float to 221,255 shares and reduced the absolute trust balance to $2,913,633.92, which directly constrains available acquisition capital and recalibrates the per-share trust value without applying standard SPAC valuation conventions. The filing contains no claims regarding prospective targets, revenue, market size, operational strategy, technology, partnerships, litigation, or personnel changes.
What changed: Definitive proxy statement (DEF 14A) for an annual meeting of stockholders to vote on a proposal to amend the charter to extend the deadline to complete a business combination from August 12, 2026 to August 12, 2027, and an adjournment proposal. The company is seeking stockholder approval to extend the business combination deadline. The board may elect to extend month by month to August 12, 2027, with each extension requiring a deposit of the lesser of $10,000 or $0.04 per public share into the trust account. The trust value as of June 30, 2026 was $5,718,028 (approximately $13.09 per public share). The redemption deadline for public stockholders is August 4, 2026 at 5:00 p.m. Eastern Time. The sponsor and insiders own approximately 78.3% of the outstanding common stock, making approval virtually certain. The document also details prior extensions and sponsor loans. Why it matters: This extension gives BYNO up to an additional 12 months to find a target. With only 436,743 public shares outstanding and sponsor control, the outcome is predetermined. Public stockholders have the right to redeem at approximately $13.09 per share, which exceeds the current market price of $12.65, creating a potential arbitrage opportunity. The company remains delisted from Nasdaq and trades on the OTC Pink Limited Market, heightening liquidity and risk. No business combination has been announced.
What changed vs 2025-07-23trust $12.3M → $5.7M -54%deadline 2026-08-12 → 2027-08-12sponsor loan $7.1M → $7.9Mtrust account, combination deadline, sponsor loans outstanding3 moved
- Trust account
- $12.3M$5.7M
- Combination deadline
- 2026-08-122027-08-12
- Sponsor loans outstanding
- $7.1M$7.9M
SpacBrain reads this as $6,631,849 left the trust between the two filings.
The clause …“two business days prior to the Annual Meeting), based on the aggregate amount on deposit in the Trust Account of approximately $5,718,028 as of June 30, 2026 (including interest not previously released to the Company to pay its”…
SpacBrain reads this as 365 days later than the previous record.
The clause “Shares (as defined below) if the Corporation is unable to complete its initial Business Combination by August 12, 2027, (the “ Termination Date ”), and (iii) the redemption of Offering Shares in connection with a vote seeking to amend”…
SpacBrain reads this as the sponsor has advanced $850,000 more.
The clause …“Stock, the $9,400,000 purchase price for 940,000 Private Placement Stock, the $7,935,000 outstanding under loans made by the Sponsor and its affiliates to the Company. Assuming a trading price of $12.65 per share of Common Stock and”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
What changed: A Current Report on Form 8-K and accompanying press release (Exhibit 99.1) announcing a discretionary one-month extension of the initial business combination period. On July 7, 2026, the company funded a previously board-approved extension by depositing $17,470 into the Trust Account. This extends the deadline to consummate a business combination from July 12, 2026 to August 12, 2026. The filing specifies this is the twelfth of up to twelve one-month extensions permitted under the August 8, 2025 amendment, which authorizes the Board to exercise the extension without a separate stockholder vote. Why it matters: The new August 12, 2026 date becomes the operative deadline for shareholder redemptions and potential deal closure. Exercising the twelfth consecutive monthly extension signals that management is exhausting the maximum extension window authorized in August 2025, creating a hard horizon for redemption decisions or liquidation mechanics. According to the press release, the company plans to direct its search toward high technology growth companies in northern Europe. Chief Executive Officer Michael Hermansson is cited as leading the initiative, and Chief Financial Officer Thomas Fairfield signed the filing. No specific targets, pipeline metrics, revenue forecasts, or market size estimates are disclosed; all future-facing assertions are labeled as forward-looking statements subject to the risk factors in prior SEC submissions.
What changed: This is a preliminary proxy statement (PRE 14A) filed by byNordic Acquisition Corp for its annual stockholders' meeting scheduled for August 6, 2026, seeking approval of two proposals: an extension amendment to extend the business combination deadline and an adjournment proposal. The company proposes to amend its charter to allow the board to extend the termination date for completing a business combination from August 12, 2026, to August 12, 2027, through monthly extensions. If approved, the sponsor would deposit up to $10,000 per month (or $0.04 per public share) into the trust. Holders of public stock would be entitled to redemption rights in connection with the extension, at a redemption price of approximately $13.09 per share as of June 30, 2026. Why it matters: This is a critical extension vote for a SPAC that has been searching for a target since its IPO in February 2022 and has been delisted from Nasdaq since February 2025. The trust holds approximately $5.7 million and public shareholders face a redemption deadline of August 4, 2026 (2 business days before the meeting). The company states that without this extension, it would not be able to complete a business combination by August 12, 2026, and would be forced to liquidate and dissolve, with public stockholders receiving their pro-rata trust share and warrants expiring worthless.
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.
trust account, combination deadline, going-concern doubt +2nothing moved · 5 with no prior record of ours
- Trust account
- $175.9M · unchanged
- Combination deadline
- 2026-08-12 · unchanged
- Going-concern doubt
- stated · unchanged
- Sponsor loans outstanding
- $14K · unchanged
- Redeemable shares
- 437K · unchanged
The clause …“IPO held in the Trust Account to the extent necessary to maintain an amount on deposit in the Trust Account equal to $ 175,950,000 ($ 10.20 per Unit). The holders of the Private Shares will not have any right to amounts held in the”…
The clause …“extend the Combination Period by one month each time from August 12, 2025 to August 12, 2026, or such earlier date as determined by the Board in its sole discretion, unless the closing of a Business Combination shall have occurred”…
The clause …“complete a Business Combination by the end of the Combination Period, raises substantial doubt about the Company’s ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities”…
The clause …“June 30, 2022 or the completion of the IPO. On February 26, 2020, the Company borrowed $ 13,750 under the promissory note and advances of $ 105,000 were converted into loans under the promissory note. On May 24, 2021, the Sponsor”…
The clause “00 issued and outstanding as of March 31, 2026 and December 31, 2025 (excluding 436,743 shares subject to possible redemption) as of March 31, 2026 and December 31, 2025. 294 294 Class B common stock, $ 0.0001 par value; 10,000,000 shares”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
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 vs 2025-03-31deadline 2025-08-12 → 2026-08-12shares 1.01M → 437K -57%combination deadline, redeemable shares, trust account +32 moved · 4 with no prior record of ours
- Combination deadline
- 2025-08-122026-08-12
- Redeemable shares
- 1.01M437K
- Trust account
- $175.9M · unchanged
- Going-concern doubt
- stated · unchanged
- Sponsor loans outstanding
- $443K · unchanged
- Mandate language
- We intend to target businesses larger than we could acquire … · unchanged
SpacBrain reads this as 365 days later than the previous record.
The clause …“additional capital it needs to fund its business operations and complete any business combination prior to August 12, 2026, if at all. The Company also has no approved plan in place to extend the business combination deadline beyond”…
SpacBrain reads this as 571,053 shares are no longer redeemable.
The clause …“2,940,000 issued and outstanding as of December 31, 2025 and 2024 (excluding 436,743 and 1,007,796 shares subject to possible redemption) as of December 31, 2025 and 2024, respectively. 294 294 Class B common stock, $ 0.0001 par value;”…
The clause …“IPO held in the Trust Account to the extent necessary to maintain an amount on deposit in the Trust Account equal to $ 175,950,000 ($ 10.20 per Unit). The holders of the Private Shares will not have any right to amounts held in the”…
The clause …“complete a Business Combination by the end of the Combination Period, raises substantial doubt about the Company’s ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities”…
The clause “000 as described in the Registration Statement. As of December 31, 2021, we had borrowed $443,094 under the promissory note evidencing the loans, which have been applied to pay a portion of the expenses of our initial public offering. The”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
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.
What changed: This filing is a Form 8-K current report paired with a press release (Exhibit 99.1) announcing the company’s timely deposit into its trust account to fund a monthly extension of its initial business combination period. According to the documents, the company deposited $17,470 into the trust account on December 8, 2025, exercising the fifth of up to twelve permitted one-month extensions. This action extends the termination deadline from December 12, 2025, to January 12, 2026. Under the August 8, 2025 amendment to its certificate of incorporation, the board holds sole discretion to grant these monthly extensions without requiring a separate stockholder vote, provided no closing occurs before the hard cap of August 12, 2026. The deposit maintains the status of the SPAC shell and keeps shareholder redemption rights intact through the new January deadline. Why it matters: 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.
What changed: Quarterly report (Form 10-Q) for the period ended September 30, 2025, filed by byNordic Acquisition Corp (BYNO), a SPAC still searching for a business combination. At the August 6, 2025 annual meeting, stockholders approved extending the combination period to August 12, 2026 with monthly deposits of $17,470. In connection, 571,053 public shares were redeemed for $7,019,660 at ~$12.29 per share. The company exercised monthly extensions in September, October, and November 2025, extending the deadline to December 12, 2025. Trust account value fell to $5,436,203 (from $11,864,847 at Dec 31, 2024). Redeemable Class A shares outstanding dropped to 436,743 (from 1,007,796). The company reported a net loss of $565,220 for the nine months, a working capital deficit of $7,889,704, and management expressed substantial doubt about going concern. The company's securities were delisted from Nasdaq on February 18, 2025 and now trade on OTC Pink Current Market. Why it matters: 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.
What changed vs 2025-08-19shares 1.01M → 437K -57%redeemable shares, trust account, combination deadline +21 moved · 4 with no prior record of ours
- Redeemable shares
- 1.01M437K
- Trust account
- $175.9M · unchanged
- Combination deadline
- 2026-08-12 · unchanged
- Going-concern doubt
- stated · unchanged
- Sponsor loans outstanding
- $14K · unchanged
SpacBrain reads this as 571,053 shares are no longer redeemable.
The clause …“and outstanding as of September 30, 2025 and December 31, 2024 (excluding 436,743 and 1,007,796 shares subject to possible redemption), respectively 294 294 Class B common stock, $ 0.0001 par value; 10,000,000 shares authorized;”…
The clause …“IPO held in the Trust Account to the extent necessary to maintain an amount on deposit in the Trust Account equal to $ 175,950,000 ($ 10.20 per Unit). The holders of the Private Shares will not have any right to amounts held in the”…
The clause …“extend the Combination Period by one month each time from August 12, 2025 to August 12, 2026, or such earlier date as determined by the Board in its sole discretion, unless the closing of a Business Combination shall have occurred”…
The clause …“complete a Business Combination by the end of the Combination Period, raises substantial doubt about the Company’s ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities”…
The clause …“June 30, 2022 or the completion of the IPO. On February 26, 2020, the Company borrowed $ 13,750 under the Promissory Note and advances of $ 105,000 were converted into loans under the Promissory Note. On May 24, 2021, the Sponsor”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
What changed: Form 8-K Current Report with attached press release (Exhibit 99.1). Per the 8-K Item 8.01 and Exhibit 99.1, on November 7, 2025, BYNO deposited $17,470 into its Trust Account. This payment executes the fourth of up to twelve one-month extensions authorized under the August 8, 2025 amendment to the amended and restated certificate of incorporation, moving the initial business combination deadline from November 12, 2025 to December 12, 2025, with a final statutory termination date of August 12, 2026. Why it matters: 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).
What changed: SEC Form 8-K Current Report and attached Exhibit 99.1 press release announcing a trust-funded extension of the business combination period. The company reports that on October 8, 2025, it deposited $17,470 into the Trust Account. The press release states this action extends the business combination deadline from October 12, 2025 to November 12, 2025. According to the filing, this is the third of up to twelve permitted one-month extensions. The August 8, 2025 amendment to the Certificate of Incorporation authorizes the board to elect these extensions without another stockholder vote until the absolute termination date of August 12, 2026. The press release identifies Chief Executive Officer Michael Hermansson as the company leader and asserts an intention to focus the acquisition search on high technology growth companies in the northern part of Europe. Why it matters: 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.
What changed: An 8-K Current Report (Item 8.01 Other Events) accompanied by a press release (Exhibit 99.1), formally disclosing the funding and administrative implementation of a one-month extension to the initial business combination period. On September 9, 2025, the Company deposited $17,470 into the Trust Account to activate a board-approved extension, shifting the deadline to consummate a business combination from September 12, 2025, to October 12, 2025. This action exercises the second of up to twelve consecutive one-month extensions authorized under the August 8, 2025 amendment to the Amended and Restated Certificate of Incorporation, allowing the board to grant these extensions without requiring additional stockholder votes until the absolute final termination date of August 12, 2026. Why it matters: 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.
What changed: Quarterly report on Form 10-Q for the period ended June 30, 2025, filed by byNordic Acquisition Corporation (BYNO), a blank check company still searching for a business combination. The document includes unaudited financial statements, management's discussion and analysis, and disclosures about the company's continued efforts to complete a business combination. Trust account value increased from $11,864,847 at December 31, 2024 to $12,308,566 at June 30, 2025 (interest earned but partially offset by tax withdrawals). Redemption value per public share increased from $11.82 to $12.23. Net loss for the six months was $315,421 vs. net income of $174,181 in the prior period. Working capital deficit grew to $7,422,411. Promissory notes from sponsor/affiliates increased from $6,235,000 to $7,085,000. Subsequent to quarter end: stockholder approval on August 6, 2025 to extend the combination period to August 12, 2026 (via monthly extensions); 571,053 public shares tendered for redemption at ~$12.29 per share; the company exercised an extension to September 12, 2025 with a $17,470 deposit; an additional $300,000 loan from Achilles Capital AB. Securities delisted from Nasdaq on February 18, 2025 and now trade on OTC Pink. Management stated substantial doubt about ability to continue as a going concern. Why it matters: 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.
What changed vs 2025-05-15deadline 2025-08-12 → 2026-08-12combination deadline, trust account, going-concern doubt +21 moved · 4 with no prior record of ours
- Combination deadline
- 2025-08-122026-08-12
- Trust account
- $175.9M · unchanged
- Going-concern doubt
- stated · unchanged
- Sponsor loans outstanding
- $14K · unchanged
- Redeemable shares
- 1.01M · unchanged
SpacBrain reads this as 365 days later than the previous record.
The clause …“extend the Combination Period by one month each time from August 12, 2025 to August 12, 2026, or such earlier date as determined by the Board in its sole discretion, unless the closing of a Business Combination shall have occurred”…
The clause …“IPO held in the Trust Account to the extent necessary to maintain an amount on deposit in the Trust Account equal to $ 175,950,000 ($ 10.20 per Unit). The holders of the Private Shares will not have any right to amounts held in the”…
The clause …“complete a Business Combination by the end of the Combination Period, raises substantial doubt about the Company’s ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities”…
The clause …“June 30, 2022 or the completion of the IPO. On February 26, 2020, the Company borrowed $ 13,750 under the Promissory Note and advances of $ 105,000 were converted into loans under the Promissory Note. On May 24, 2021, the Sponsor”…
The clause “000 issued and outstanding as of June 30, 2025 and December 31, 2024 (excluding 1,007,796 shares subject to possible redemption) 294 294 Class B common stock, $ 0.0001 par value; 10,000,000 shares authorized; 3,750,000 issued and”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
What changed: Routine compliance exhibit: Form 12b-25, Notification of Late Filing for the quarterly report on Form 10-Q covering the period ended June 30, 2025. This filing does not alter the established liquidation deadline, adjust the existing per-share trust reserve, or signal target acquisition progress or extension maneuvers. CFO Thomas Fairfield explains that the quarterly financial statements 'could not be completed in sufficient time to solicit and obtain the necessary review of the quarterly report on Form 10-Q and signatures thereto' without unreasonable effort or expense. Why it matters: The notification tracks standard accounting and internal control pacing rather than sponsor default, trust erosion, or commercial milestones. By confirming a clean 12-month filing history and ruling out anticipated earnings volatility, it gives investors a reliable compliance baseline for a SEARCHING-stage SPAC. The delay simply extends the administrative window for submitting verified financials and carries no direct impact on shareholder redemption rights, trust interest accruals, or the entity's ongoing pursuit of a business combination.
What changed: Form 8-K Current Report disclosing a sponsor-funded working capital promissory note, a stockholder-approved charter amendment, annual meeting voting results, and a one-month trust account extension. According to the Form 8-K filed by byNordic Acquisition Corporation, 571,053 shares were tendered for redemption at the August 6, 2025 annual meeting. On August 11, 2025, the company funded a monthly extension by depositing $17,470 into the Trust Account, formally shifting the termination date from August 12, 2025, to September 12, 2025. The attached Charter Amendment authorizes the Board to extend the termination date monthly, without additional shareholder votes, until August 12, 2026. Each extension triggers a mandatory deposit of the lesser of $0.04 per outstanding Offering Share or $40,000, capped at an aggregate $480,000. Concurrently, the company executed a $300,000 principal promissory note to Achilles Capital AB (an affiliate of sponsor Water by Nordic AB) for general working capital, bearing no interest and payable only upon consummation of a business combination or from non-trust funds if terminated. Why it matters: 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.
What changed: Definitive proxy statement (DEF 14A) for byNordic Acquisition Corporation's annual meeting of stockholders, seeking approval to extend the business combination deadline from August 12, 2025 to August 12, 2026, re-elect five directors, and adjourn the meeting if necessary. Proposes a charter amendment to allow the board to extend the termination date by up to twelve monthly extensions until August 12, 2026, with each extension requiring a deposit into the trust account of the lesser of $0.04 per outstanding public share or $40,000. The original deadline is August 12, 2025. Public stockholders may redeem shares at approximately $12.25 per share (based on trust value of $12,349,877 as of July 11, 2025), with a redemption deadline of August 4, 2025. The sponsor and officers, holding 72.5% of voting power, vote in favor and waive redemption. The sponsor may also purchase public stock to influence votes. Why it matters: 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.
What changed vs 2024-07-18trust $40.9M → $12.3M -70%deadline 2025-08-12 → 2026-08-12sponsor loan $5.4M → $7.1Mtrust account, combination deadline, sponsor loans outstanding3 moved
- Trust account
- $40.9M$12.3M
- Combination deadline
- 2025-08-122026-08-12
- Sponsor loans outstanding
- $5.4M$7.1M
SpacBrain reads this as $28,510,003 left the trust between the two filings.
The clause …“two business days prior to the Annual Meeting), based on the aggregate amount on deposit in the Trust Account of approximately $12,349,877 as of July 11, 2025 (including interest not previously released to the Company to pay its”…
SpacBrain reads this as 365 days later than the previous record.
The clause “Shares (as defined below) if the Corporation is unable to complete its initial Business Combination by August 12, 2026 (the “ Termination Date ”) and (iii) the redemption of Offering Shares in connection with a vote seeking to amend such”…
SpacBrain reads this as the sponsor has advanced $1,650,000 more.
The clause …“Stock, the $9,400,000 purchase price for 940,000 Class A Private Shares, the $7,085,000 outstanding under loans made by the Sponsor and its affiliates to the Company. Assuming a trading price of $12.12 per share of Common Stock (based”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
What changed: A Current Report on Form 8-K and accompanying press release announcing the funding and execution of a corporate extension to the business combination period. According to the filing, on July 10, 2025, the company funded its most recently authorized extension by depositing exactly $40,312 into the Trust Account. This payment formally extends the deadline to consummate an initial business combination from July 12, 2025, to August 12, 2025. Why it matters: 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.
What changed: A preliminary proxy statement filed by byNordic Acquisition Corporation (BYNO) for its annual meeting of stockholders to be held on August 6, 2025, soliciting votes on three proposals: (1) an amendment to the certificate of incorporation to extend the deadline to complete a business combination from August 12, 2025 to August 12, 2026 via monthly extensions; (2) re-election of five directors; and (3) adjournment of the meeting if necessary. The company proposes to extend the termination date by one month each time from August 12, 2025 to August 12, 2026, requiring a deposit of $[•] into the trust account for each monthly extension in exchange for a non-interest bearing promissory note. The sponsor (Water by Nordic AB) and its affiliates currently hold approximately 72.5% of the voting power and intend to vote in favor. The trust account held $12,111,428 in marketable securities as of March 31, 2025, with the company having $269,457 in cash outside trust. The SPAC was delisted from Nasdaq on February 18, 2025, and now trades on OTC Pink. The board also recommends re-electing directors Jonas Olsson, Anna Yukiko Bickenbach, Anders Norlin, Fredrik Elmberg, and Steven Wasserman. Why it matters: 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.
What changed: Nasdaq delisting determination notice dated June 11, 2025, formally removing byNordic Acquisition Corporation’s securities from The Nasdaq Stock Market LLC pursuant to Listing Rule IM-5101-2. According to Nasdaq Staff, the company was notified on February 11, 2025, that it no longer qualified for listing; securities were suspended on February 18, 2025; the determination became final on February 18, 2025; and removal will take effect at the opening of trading on July 3, 2025. The document reports zero updates to redemption deadlines, trust share values, extension elections, target acquisition negotiations, or sponsor conduct. Regarding commercial operations, the statement contains no claims regarding revenue, customer bases, market size, strategy, technology, partnerships, executive personnel changes, or litigation. Why it matters: 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.
What changed: A Current Report on Form 8-K filed by byNordic Acquisition Corporation disclosing the execution of a material definitive promissory note and the successful funding of a corporate extension that advances the business combination deadline to July 12, 2025, accompanied by an attached press release. The Company stated it deposited exactly $40,312 into the Trust Account on June 10, 2025 to activate the eleventh of up to twelve permissible one-month extensions authorized by the August 8, 2024 amendment to its charter, officially shifting the termination window from June 12, 2025 to July 12, 2025. Concurrently, the Company disclosed it issued a promissory note dated June 6, 2025 for a principal amount of $200,000 to DDM Debt AB, described in the filing as an affiliate of Water by Nordic AB. The note bears zero interest, matures exclusively upon the consummation of an initial business combination, and contractually mandates that if a combination does not occur, repayment will be limited strictly to funds available outside the Trust Account, with all outstanding balances treated as contributed to capital, forfeited, eliminated, forgiven, or eliminated. Section 11 of the note formally records the Lender’s unconditional waiver of any right, title, interest, or claim against the Trust Account. Registered securities comprise units consisting of one share of Class A common stock at $0.0001 par value and one-half of one redeemable warrant, with whole warrants exercisable at $11.50 per share. Why it matters: 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.
What changed: Quarterly report on Form 10-Q for the period ended March 31, 2025. BYNO remains a searching SPAC. The deadline to complete a business combination has been extended monthly to June 12, 2025. On February 18, 2025, its securities were delisted from Nasdaq to the OTC Pink market after failing to complete a business combination within 36 months of its IPO. Net loss for Q1 2025 was $179,458 (vs. net income of $94,733 in Q1 2024). Working capital deficit grew to $7,089,969. The sponsor/affiliate loaned an additional $650,000 during Q1 2025, bringing total promissory notes to $6,885,000. Management expressed substantial doubt about the company's ability to continue as a going concern. Why it matters: 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.
trust account, combination deadline, going-concern doubt +2nothing moved · 5 with no prior record of ours
- Trust account
- $175.9M · unchanged
- Combination deadline
- 2025-08-12 · unchanged
- Going-concern doubt
- stated · unchanged
- Sponsor loans outstanding
- $14K · unchanged
- Redeemable shares
- 1.01M · unchanged
The clause …“IPO held in the Trust Account to the extent necessary to maintain an amount on deposit in the Trust Account equal to $ 175,950,000 ($ 10.20 per Unit). The holders of the Private Shares will not have any right to amounts held in the”…
The clause …“business combination period by one month each time from August 12, 2024 to August 12, 2025, or such earlier date as determined by the board in its sole discretion, unless the closing of a business combination shall have occurred”…
The clause …“complete a Business Combination by the end of the Combination Period, raises substantial doubt about the Company’s ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities”…
The clause …“June 30, 2022 or the completion of the IPO. On February 26, 2020, the Company borrowed $ 13,750 under the Promissory Note and advances of $ 105,000 were converted into loans under the Promissory Note. On May 24, 2021, the Sponsor”…
The clause “00 issued and outstanding as of March 31, 2025 and December 31, 2024 (excluding 1,007,796 shares subject to possible redemption) 294 294 Class B common stock, $ 0.0001 par value; 10,000,000 shares authorized; 3,750,000 issued and”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
What changed: A Form 8-K Current Report and attached press release filed by byNordic Acquisition Corp. The registrant announced it deposited $40,312 into its Trust Account on May 8, 2025 to exercise its board-approved right to extend the business combination period. This payment advances the consummation deadline from May 12, 2025 to June 12, 2025. The filing notes this is the tenth of up to twelve one-month extensions permitted under an August 8, 2024 corporate amendment, locking in a final, non-negotiable termination date of August 12, 2025. Why it matters: 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.
What changed: A Form 8-K routine compliance exhibit disclosing a change in the registrant’s certifying accountant. byNordic Acquisition Corporation dismissed Marcum LLP as its independent registered public accounting firm on May 2, 2025, and immediately engaged CBIZ CPAs P.C. to serve in that capacity for the fiscal year ending December 31, 2025. The transition occurred because CBIZ CPAs acquired Marcum’s attest business effective November 1, 2024. Per the company's management, a material weakness in internal controls over financial reporting existed for the fiscal years ended December 31, 2024 and December 31, 2023, specifically tied to the accounting for certain deferred contingent transaction costs. Separately, Marcum stated in its audit reports for those same two years that there was substantial doubt about the company’s ability to continue as a going concern. A letter from Marcum dated May 7, 2025 confirms the firm agrees with these characterizations regarding itself. Why it matters: 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 accompanied by a press release announcing a special purpose acquisition company (SPAC) extension of the business combination period. On April 10, 2025, the Company deposited $40,312 into its Trust Account, mechanically shifting the deadline to consummate an initial business combination from April 12, 2025 to May 12, 2025. According to the filing, this action activates the ninth of up to twelve permitted one-month extensions authorized by an August 8, 2024 amendment to the Amended and Restated Certificate of Incorporation. The amendment empowers the board of directors, acting in its sole discretion and without a further stockholder vote, to extend the termination date month-by-month until a hard ceiling of August 12, 2025, or earlier upon closing a deal. Why it matters: The funding event halts the dissolution countdown and preserves the trust balance for an additional 30-day cycle, maintaining optionality for shareholders ahead of potential redemption waves. Regarding substantive operations, the press release attributes to the Company a strategic mandate to focus its search on 'high technology growth companies based in the northern part of Europe.' Chief Executive Officer Michael Hermansson, cited as the primary investor contact at +46 707 294100 and ir@bynordic.se, issued the announcement. The document contains no disclosures regarding active target pipelines, negotiation milestones, customer contracts, revenue forecasts, total addressable market size, technology roadmaps, joint ventures, ongoing litigation, or personnel adjustments outside routine executive attribution.
What changed: Annual Report on Form 10-K for the fiscal year ended December 31, 2024. Trust account decreased from $39,516,637 at December 31, 2023 to $11,864,847 at December 31, 2024 due to the redemption of 2,578,476 public shares for $29,491,422 (approximately $11.44 per share) in August 2024. The business combination deadline was extended to April 12, 2025, with monthly deposits of $40,312 required to extend to August 12, 2025. The company's securities were delisted from Nasdaq on February 18, 2025 and now trade OTC. A non-binding LOI with Sivers Photonics was paused in November 2024. The company had a net loss of $206,537 in 2024 vs net income of $3,406,689 in 2023. Outstanding related party promissory notes increased from $4,935,000 to $6,235,000. The company reported a working capital deficit of $6,663,930 at year-end and management expressed substantial doubt about going concern. Why it matters: Trust value per share is $11.82 (redemption value) but the deadline to complete a business combination is April 12, 2025 (extendable to August 12, 2025). No deal has been announced since the Sivers LOI fell through. The company has been delisted, reducing liquidity for stockholders. The sponsor continues to fund working capital and extensions via loans, but the company faces a liquidity crunch and may be forced to liquidate if no combination closes. Stockholders who redeemed in August received $11.44, slightly below the trust value, and further redemptions could reduce the trust further. The going concern qualification highlights the urgency.
What changed vs 2024-04-02deadline 2024-08-12 → 2025-08-12mandate language changedshares 3.59M → 1.01M -72%combination deadline, mandate language, redeemable shares +33 moved · 3 with no prior record of ours
- Combination deadline
- 2024-08-122025-08-12
- Mandate language
- We intend to target businesses larger than we could acquire …We intend to target businesses larger than we could acquire …
- Redeemable shares
- 3.59M1.01M
- Trust account
- $175.9M · unchanged
- Going-concern doubt
- stated · unchanged
- Sponsor loans outstanding
- $443K · unchanged
SpacBrain reads this as 365 days later than the previous record.
The clause …“later date to which the Business Combination period may be extended. If a Business Combination is not consummated by August 12, 2025 or during any further extension period, there will be a mandatory liquidation and subsequent”…
SpacBrain reads this as 2,578,476 shares are no longer redeemable.
The clause …“940,000 issued and outstanding as of December 31, 2024 and 2023 (excluding 1,007,796 and 3,586,272 shares subject to possible redemption), respectively 294 94 Class B common stock, $ 0.0001 par value; 10,000,000 shares authorized;”…
The clause …“IPO held in the Trust Account to the extent necessary to maintain an amount on deposit in the Trust Account equal to $ 175,950,000 ($ 10.20 per Unit). The holders of the Private Shares will not have any right to amounts held in the”…
The clause …“complete a Business Combination by the end of the Combination Period, raises substantial doubt about the Company’s ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities”…
The clause “000 as described in the Registration Statement. As of December 31, 2021, we had borrowed $443,094 under the promissory note evidencing the loans, which have been applied to pay a portion of the expenses of our initial public offering. The”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
What changed: SEC Form 8-K current report disclosing a working-capital promissory note and a discretionary extension of the business combination period. byNordic Acquisition Corporation reports that on March 11, 2025 it deposited $40,312 into the Trust Account to fund an extension, shifting the business combination deadline from March 12, 2025 to April 12, 2025. The press release identifies this as the eighth of up to twelve one-month extensions permitted under the August 8, 2024 certificate amendment, allowing the board to act without another stockholder vote up to August 12, 2025. Simultaneously, the company issued a promissory note dated March 7, 2025 with a principal amount of $250,000 to DDM Debt AB, an affiliate of sponsor Water by Nordic AB. Per the note signed by Chief Financial Officer Thomas Fairfield, the loan carries no interest, matures upon consummation of an initial business combination, and will be contributed to capital, forfeited, or eliminated if no combination occurs. Section 11 of the note records the lender’s explicit waiver of all claims against the Trust Account, limiting recovery strictly to corporate funds held outside the Trust. Why it matters: The extension secures immediate runway but demands additional liquidity from corporate accounts via the $40,312 deposit, potentially tightening non-trust working capital. The sponsor-funded note bridges operational cash needs while contractually ensuring public shareholders’ trust balances remain insulated from creditor or sponsor claims in a termination scenario. Reliance on board-discretionary extensions without shareholder approval underscores management’s assessment that target validation remains incomplete before the August 12, 2025 ceiling. On strategy, the attached press release states that Chief Executive Officer Michael Hermansson intends the company to concentrate its search on high technology growth companies based in the northern part of Europe. The filing contains no material disclosures regarding specific target customers, historical revenue, market size estimates, pending litigation, or commercial partnerships beyond the financing and extension mechanics.
What changed: a Form 8-K Current Report comprising a NASDAQ delisting notice for failure to satisfy the 36-month initial business combination listing standard and an announcement of a trust-funded extension of the business combination period, accompanied by an attached press release. Nasdaq staff notified the Company on February 11, 2025, that its Class A common stock, warrants, and units would be suspended from Nasdaq trading and delisted effective February 18, 2025, because the Company failed to complete an initial business combination by the prior deadline. The Company confirmed it will not appeal the determination and expects securities to begin over-the-counter trading on February 18, 2025. Concurrently, the Company’s board deposited exactly $40,312 into the Trust Account on February 10, 2025, to exercise a previously authorized right extending the combination deadline from February 12, 2025, to March 12, 2025. The press release states this constitutes the seventh of up to twelve permitted one-month extensions under an August 8, 2024, certificate amendment that allows the board to extend the termination date without further stockholder votes, with the ultimate outer limit set at August 12, 2025. The same press release names Chief Executive Officer Michael Hermansson and specifies that the Company intends to target high technology growth companies based in the northern part of Europe. Why it matters: The Nasdaq delisting removes exchange-level compliance and liquidity infrastructure, shifting future reporting and market access to the over-the-counter platform. The $40,312 trust deposit directly depletes shareholder-held capital to finance a single month of extended operational runway through March 12, 2025. By leveraging the August 2024 charter provision, the sponsor and board executed this extension internally without convening another stockholder vote, establishing a precedent for how remaining extensions through August 12, 2025, may be administered. Track record and strategy signals indicate a continued focus on Nordic high-tech targets while navigating post-listing regulatory environments.
What changed: A joint filing agreement attached to an amended Schedule 13G (beneficial ownership report), functioning as a routine compliance exhibit under the Securities Exchange Act of 1934. The exhibit discloses no updates to redemption deadlines, trust share values, extension procedures, business combination progress, or sponsor conduct. It simply formalizes a Rule 13d-1(k)(1) joint filing arrangement among Water by Nordic AB, byNordic Holdings LLC, and byNordic Holdings II LLC as part of a Schedule 13G/A amendment, which indicates a prior revision to beneficial ownership disclosures but does not alter or trigger any SPAC structural, financial, or operational mechanics. Why it matters: The agreement designates Water by Nordic AB as the main and designated filer responsible for submitting the Statement and all amendments on behalf of the three named reporting persons. Jonas Olsson, identified as Chairman, executed the document for Water by Nordic AB. Thomas Fairfield, identified as President of byNordic Manager LLC, executed the document for both byNordic Holdings LLC and byNordic Holdings II LLC through their shared manager. Each signatory expressly accepts independent responsibility for the completeness and accuracy of information concerning themselves, while disclaiming liability for the other filers unless they know or have reason to believe that information is inaccurate. The document was dated February 14, 2025.
What changed: This document is an Exhibit 3 Joint Filing Agreement appended to a Schedule 13G/A, executed pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, to coordinate joint beneficial ownership reporting on behalf of multiple affiliated entities. Signed by Daniel R. Marcus on February 14, 2025, as Chief Compliance Officer, Authorized Signatory, or Attorney-in-Fact, the undersigned Reporting Persons (D. E. Shaw & Co., L.P., D. E. Shaw & Co., L.L.C., D. E. Shaw Valence Portfolios, L.L.C., and David E. Shaw) formally agreed to file a single Schedule 13G statement covering Class A common stock, par value $0.0001 per share, of byNordic Acquisition Corporation. The text discloses no alterations, negotiations, or official positions regarding redemption deadlines, trust account valuations, extension elections, target acquisition milestones, or sponsor conduct. Why it matters: Because the instrument is strictly procedural, it contains no commercial or operational assertions. The document makes no claims regarding customers, revenue, market size, corporate strategy, technology, partnerships, litigation, or personnel. Attributed entirely to the joint filing agreement itself, its sole function is to satisfy SEC reporting coordination rules among the named affiliates, carrying zero direct implications for trust preservation, deadline management, or deal progression metrics.
What changed: A Joint Filing Statement pursuant to Rule 13D-1(K)(1) attached to a Schedule 13G/A for the beneficial ownership of byNordic Acquisition Corporation shares. Boothbay Fund Management, LLC, Boothbay Absolute Return Strategies, LP, and Ari Glass executed a consent to jointly file a Schedule 13G, with Ari Glass signing individually and as Managing Member for the fund entities. The filing states the joint arrangement may be terminated by written notice or mutual agreement. No change in beneficial ownership percentage, acquisition, or disposition of securities is reported in the submitted text. Why it matters: This purely administrative consent does not alter redemption mechanics, trust accounting, extension timelines, business combination progress, or sponsor conduct. It carries no projections, customer disclosures, revenue figures, market sizing, strategic roadmaps, technological claims, partnership announcements, litigation updates, or executive appointments beyond the signatory listings.
What changed: A Schedule 13G/A, which is an amended beneficial ownership report classified as a routine compliance exhibit. According to AQR Capital Management, LLC, AQR Capital Management Holdings, LLC, and AQR Arbitrage, LLC, the filing revises their previously disclosed equity positions, indicating a change in reported share counts, ownership percentages, or stated investment purpose. Per these holders, this administrative update does not alter BYNO’s redemption deadline, trust account valuation mechanics, extension provisions, business combination progress, or sponsor conduct standards. Why it matters: As reported by the filers, the amendment satisfies standard SEC disclosure rules for institutional equity stakes. The excerpt contains no claims regarding customers, revenue, market size, strategy, technology, partnerships, litigation, or personnel changes. Because the provided text omits the accompanying ownership tables and explanatory footnotes, no additional substantive operational or financial developments can be verified beyond the filers’ stated compliance update.
What changed: A Current Report on Form 8-K reporting personnel changes under Item 5.02. The filing reports that on January 10, 2025, Alexander Lidgren resigned as Director of Marketing to pursue other opportunities. The company states the departure was not caused by any dispute or disagreement over operations, policies, or practices. Standard forward-looking statement disclosures in the text reference 'the impact of the Company’s restatement of certain historical financial statements,' 'the Company’s cash position and cash held in the Trust Account,' and 'any proposed remediation measures with respect to identified material weaknesses.' The document confirms equity structures carrying a par value of $0.0001 and warrants exercisable at $11.50 per share, while making no adjustments to the SPAC's termination deadline, trust balance, or redemption provisions. Why it matters: The resignation does not alter redemption mechanics, liquidation timelines, or warrant exercise pricing. Because the company characterizes the exit as voluntary and non-contentious, it signals no immediate sponsor governance breakdown that would typically trigger investor monitoring. However, the explicit textual acknowledgment of a historical financial restatement and material weaknesses highlights ongoing accounting control deficiencies that could complicate future regulatory compliance or merger execution, even though this specific report supplies no updated quantitative data, remediation plans, or deal status updates. The filing is executed solely by Chief Financial Officer Thomas Fairfield.
In plain English
Redemption deadlinethe last day to hand shares back for cash
Set by the filing that calls the meeting. Tender after it and the company is under no obligation to pay you the trust value.
Cash in trust / trust per sharethe cash the company is holding for each public share
Filed quarterly in the 10-Q's XBRL. It earns interest between filings, so the figure on a given day is slightly higher than the last filed one — where we show that we label it an estimate.
Accession numberthe SEC's unique id for one filing
Every figure on this page carries the accession of the filing that states it, so you can open the primary document rather than trust us.