10-K: byNordic Faces Liquidation Risk After Nasdaq Delisting

Sentiment:

Annual Report 25 March 2026 6:19 AM

📋All filings for Bynordic Acquisition CORP

byNordic Acquisition Corporation, a SPAC, faces substantial doubt about its ability to continue as a going concern after failing to complete a business combination and being delisted from Nasdaq.

Delay expectedThe initial business combination deadline of May 11, 2023, has been extended multiple times through stockholder approvals and board resolutions.The deadline was extended to August 11, 2023, then to February 12, 2024, with options for six additional monthly extensions until August 12, 2024.Further extensions were approved to August 12, 2025, and most recently to August 12, 2026, with monthly deposits required for each extension.The current deadline to complete a business combination is April 12, 2026, after several monthly extensions were funded.

Capital raiseThe company has entered into a forward purchase agreement with Rothesay, an affiliate of the sponsor, to purchase up to 1,000,000 forward purchase shares at $10.00 per share for gross proceeds up to $10,000,000, concurrent with the consummation of an initial business combination.The company has issued convertible and non-convertible promissory notes to the sponsor and its affiliate, Achilles Capital AB, totaling $7,685,000 as of December 31, 2025, to fund extensions and general working capital.

Worse than expectedThe company was delisted from Nasdaq, a significant negative event for a publicly traded entity.The company has failed to complete a business combination within its initial and multiple extended deadlines, leading to a 'going concern' warning from its auditors.The trust account balance has been severely depleted due to high redemption rates, indicating a lack of investor confidence in the company's ability to find a suitable target or complete a value-accretive transaction.The company continues to incur net losses and has a substantial working capital deficit, highlighting financial strain.

Summary

byNordic Acquisition Corporation (BYNO) is a blank check company formed to acquire a technology growth company in northern Europe.
The company was delisted from Nasdaq on February 18, 2025, and its securities now trade on the OTC Pink Current Market.
The deadline to complete an initial business combination has been extended multiple times and is currently April 12, 2026, with potential for further monthly extensions until August 12, 2026.
As of December 31, 2025, the company had a working capital deficit of $8,152,366 and cash of $337,755 outside the trust account.
The trust account held $5,532,541 in marketable securities as of December 31, 2025.
The company reported a net loss of $731,544 for the year ended December 31, 2025, compared to a net loss of $206,537 in 2024.
Significant public share redemptions occurred in August 2023 ($145.58 million), August 2024 ($29.49 million), and August 2025 ($7.02 million).
The company has outstanding promissory notes from related parties totaling $7,685,000 as of December 31, 2025, used for extensions and working capital.
A material weakness in internal control over financial reporting related to accounting for certain deferred contingent transaction costs was identified, with remediation steps implemented.

Sentiment

Score: 2

Explanation: StockSavvy.ai views this filing with a highly negative sentiment due to the company's delisting from Nasdaq, repeated failures to complete a business combination, significant trust account depletion, and a 'going concern' warning from its auditors, indicating severe operational and financial distress.

Positives

Management team possesses extensive experience and a wide network in European technology sectors, including FinTech, digital infrastructure, software (AI), health tech, sustainability/climate tech, transportation tech, and industrial tech.
The company's structure as an existing public company offers an alternative to traditional IPOs for target businesses, potentially providing a more certain and cost-effective path to public markets.
The company has secured a forward purchase agreement with Rothesay, an affiliate of the sponsor, for up to 1,000,000 shares at $10.00 per share, providing up to $10,000,000 in gross proceeds upon business combination completion.

Negatives

The company was delisted from Nasdaq on February 18, 2025, due to failure to complete a business combination within 36 months of its IPO, and now trades on the OTC Pink Current Market.
There is substantial doubt about the company's ability to continue as a going concern due to uncertainty in obtaining cash for operations and completing a business combination by the extended deadline.
The company has a significant working capital deficit of $8,152,366 as of December 31, 2025.
Net loss increased to $731,544 for the year ended December 31, 2025, from $206,537 in 2024.
The company has incurred substantial debt through promissory notes from related parties, totaling $7,685,000, which are due upon consummation of a business combination.
Significant redemptions of public shares have drastically reduced the funds available in the trust account, from an initial $175.95 million to $5.53 million as of December 31, 2025.
A material weakness in internal control over financial reporting related to accounting for certain deferred contingent transaction costs was identified as of December 31, 2025.
The company has paid excise taxes totaling $1,750,101 for redemptions in August 2023 and August 2024, although it intends to seek a refund based on new regulations.

Risks

The company is a blank check company with no revenue or operating history, making it difficult to evaluate its ability to select a suitable business target.
There is a risk of not being able to select an appropriate target business and complete the initial business combination within the prescribed time frame (currently April 12, 2026, with potential extensions to August 12, 2026).
Public stockholders may experience delay in receiving distributions from the trust account if the business combination is not completed.
The delisting of securities by Nasdaq and risks associated with trading in the over-the-counter market could adversely affect liquidity and trading price.
The company's dependence on a single target business with a limited number of products or services after a business combination could lead to lack of diversification and increased risk.
Warrant holders may be limited to exercising warrants only on a cashless basis, and warrants will expire worthless if a business combination is not completed.
Conflicts of interest may arise for the sponsor, officers, and directors, as their founder shares will be worthless if a business combination is not completed, potentially influencing their decisions.
Geopolitical conflicts (Russia-Ukraine, Israel-Hamas, US-Israel-Iran) and their broader consequences (market volatility, supply chain disruptions, increased costs) may adversely affect potential targets and the ability to complete a business combination.
Adverse market conditions resulting from default or failure of financial institutions could affect the business and viability of European technology companies, which are the company's focus.
The company may be subject to the 1% excise tax included in the Inflation Reduction Act of 2022 on stock repurchases, which could reduce cash available for a business combination, although new regulations may provide relief.
A business combination with a U.S. target company may be subject to U.S. foreign investment regulations and review by CFIUS, potentially leading to delays, conditions, or prohibition.
The company risks being deemed an investment company under the Investment Company Act of 1940 if funds in the trust account are held for too long, which would severely restrict activities and likely lead to liquidation.
Resources could be wasted in researching acquisitions that are not completed, materially adversely affecting subsequent attempts to locate and acquire or merge with another business.

Future Outlook

The company's future outlook is highly uncertain, with a mandatory liquidation and dissolution if an initial business combination is not consummated by April 12, 2026, or the end of any further extension period (up to August 12, 2026). Management intends to continue focusing on identifying and acquiring a technology growth company in northern Europe, leveraging its network and expertise. The company plans to seek a refund for previously paid excise taxes based on new regulations. The ability to secure additional financing and overcome macroeconomic and geopolitical risks remains critical.

Management Comments

Management believes its structure as a public company makes it an attractive business combination partner to target businesses by offering an alternative to the traditional initial public offering.
Management believes that conducting comprehensive due diligence on prospective investments is particularly important within the technology industries, including FinTech.
Management believes that the actions described to remediate the identified material weakness in internal control over financial reporting will be sufficient to strengthen internal control over financial reporting.

Industry Context

StockSavvy.ai notes that byNordic Acquisition Corporation operates within the highly competitive and often challenging SPAC market. The company's focus on European technology aligns with a growing sector, as evidenced by the 'State of European Tech 2025 report' cited in the filing, which highlights significant capital investment and ecosystem growth. However, the company's delisting from Nasdaq and ongoing struggle to complete a business combination contrasts sharply with successful SPACs that either merge or liquidate within their initial timeframe. The repeated extensions and substantial redemptions indicate a significant challenge in identifying and securing a suitable target, a common pitfall for many SPACs that fail to deliver on their initial promise. The geopolitical risks mentioned, particularly the escalating conflicts in Europe and the Middle East, add a layer of uncertainty that could disproportionately affect a SPAC targeting specific European regions, potentially reducing the pool of attractive targets or increasing transaction costs.

Comparison to Industry Standards

Unlike successful SPACs that complete a business combination within the initial 15-24 month period, byNordic has required multiple extensions, indicating a significant deviation from typical SPAC timelines and a struggle to identify a viable target.
The delisting from Nasdaq and subsequent trading on the OTC Pink Current Market is a negative indicator compared to industry standards for SPACs, which typically aim for a national exchange listing post-combination.
The substantial redemptions of public shares (reducing the trust account from $175.95 million to $5.53 million) are significantly higher than average for successful SPACs, which often maintain a larger trust balance to fund their business combination.
The company's ongoing net losses and significant working capital deficit, while common for pre-combination SPACs, are exacerbated by the prolonged search and mounting expenses, contrasting with more efficient SPACs that minimize burn rate.

Corporate Governance

Change Type	Description	Effective Date	Impact Assessment
Board Authorization	Stockholders approved amendments to the amended and restated certificate of incorporation to authorize the board to extend the business combination period by one month each time from August 12, 2025, to August 12, 2026.	2025-08-06	Increases board flexibility in managing the business combination timeline but also highlights the ongoing challenge in securing a target.
Internal Control Remediation	Expanded and improved the review process for accrued, deferred, or contingent expenses and related accounting standards, and standardized processes for sharing, approving, and evaluating contractual arrangements and invoices.	Ongoing (post-Dec 31, 2025)	Aims to address the identified material weakness in internal control over financial reporting, potentially improving financial accuracy and compliance.

Legal Proceedings

To the knowledge of management, there is no litigation currently pending or contemplated against the company, its officers, or directors.

Related Party Transactions

The company pays its sponsor, Water by Nordic AB, $10,000 per month for administrative support services.
The company has outstanding convertible promissory notes totaling $3,235,000 from the sponsor, used for initial extensions and working capital, convertible into Class A common stock at $10.00 per share at the lender's option upon business combination.
The company has outstanding non-convertible promissory notes totaling $4,450,000 from Achilles Capital AB (an affiliate of the sponsor), used for general working capital, due upon business combination without interest.
Rothesay Investment SARL SPF, a member of the sponsor, has agreed to purchase up to 1,000,000 forward purchase shares for up to $10,000,000 concurrently with a business combination.

Stakeholder Impact

Shareholders face significant risk of losing their investment if a business combination is not completed, as warrants will expire worthless and public shares will be redeemed at a pro rata share of the depleted trust account.
Public stockholders have experienced substantial dilution and reduction in trust account value due to redemptions and ongoing operational costs.
Management and the sponsor have conflicts of interest due to their founder shares becoming worthless if a business combination is not completed, potentially influencing their decisions.
Creditors may have claims against the company, and while the sponsor has agreed to indemnify the trust account under certain conditions, its ability to satisfy these obligations is not assured, potentially impacting the final redemption value for public stockholders.

Next Steps

Continue efforts to identify and evaluate suitable target businesses for an initial business combination.
Fund monthly extensions to the business combination period, if necessary, until the final deadline of August 12, 2026.
Implement remediation steps to address the material weakness in internal control over financial reporting related to accounting for deferred contingent transaction costs.
File amended tax returns to seek a refund of excise taxes previously paid, based on the November 2025 final regulations.
If a business combination is not completed by April 12, 2026 (or any further extended deadline), the company will cease operations, redeem public shares, and dissolve.

Key Dates

Date	Description
2019-12-27	Company incorporated in Delaware.
2020-02-04	Sponsor paid $25,000 for 2,875,000 Founder Shares.
2020-02-26	Promissory note issued to Sponsor for $300,000 to cover IPO expenses; $105,000 advances converted to loans.
2021-02-01	Company effected a stock dividend of 0.5 shares for each Founder Share outstanding, resulting in 4,312,500 Founder Shares.
2021-03-31	Valuation of Class B shares at $4.21 per share, resulting in $841,395 of share-based compensation expense to be recognized upon business combination.
2021-05-24	Sponsor amended and restated promissory note to increase principal amount to $400,000.
2021-11-15	Sponsor amended and restated promissory note to increase principal amount to $500,000.
2021-11-17	Company effected a stock dividend of 1/3 of a share for each Founder Share outstanding, resulting in 5,750,000 Founder Shares.
2022-02-08	Registration statement for IPO declared effective.
2022-02-11	Initial Public Offering (IPO) consummated, selling 15,000,000 units at $10.00/unit, generating $150,000,000. Private sale of 850,000 Class A common shares at $10.00/share for $8,500,000. $175,950,000 placed in trust account.
2022-02-18	Underwriters fully exercised over-allotment option, purchasing 2,250,000 additional units for $22,500,000. Private sale of 90,000 additional Class A common shares for $900,000.
2022-08-16	Inflation Reduction Act of 2022 signed into law, introducing a 1% excise tax on stock repurchases.
2022-02-11	Warrants become exercisable on the later of February 11, 2023 or 30 days after completion of a Business Combination.
2023-05-08	Board of Directors elected to extend business combination period from May 11, 2023, to August 11, 2023.
2023-05-09	Company issued a convertible promissory note to the Sponsor for $1,725,000 (Initial Extension Loan).
2023-05-12	Company issued a convertible promissory note to the Sponsor for $775,000 (Initial Working Capital Loan).
2023-08-10	Stockholders approved amendments to extend business combination period from August 11, 2023, to February 12, 2024, with options for six additional monthly extensions until August 12, 2024. Sponsor funded $625,000 extension deposit. Company issued convertible promissory notes for $1,335,000 (Additional Extension Loan and Additional Working Capital Loan).
2023-12-15	Company issued a non-convertible promissory note for $1,700,000 to Achilles Capital AB (an affiliate of the Sponsor).
2024-04-10	Nasdaq notified the company of non-compliance with minimum 400 total shareholders requirement.
2024-04-01	Company issued a non-convertible promissory note for $300,000 to Achilles Capital AB.
2024-05-24	Company submitted a plan of compliance to Nasdaq regarding shareholder requirement.
2024-06-01	Company issued a non-convertible promissory note for $200,000 to Achilles Capital AB.
2024-08-01	Company issued a non-convertible promissory note for $200,000 to Achilles Capital AB.
2024-08-07	Stockholders approved amendments to extend business combination period from August 12, 2024, to August 12, 2025, with monthly extensions requiring $40,312 deposits. 2,578,476 public shares redeemed for $29,491,422. Sponsor and affiliates converted 2,000,000 Class B shares to Class A shares.
2024-09-01	Company issued a non-convertible promissory note for $300,000 to Achilles Capital AB.
2024-09-05	Nasdaq notified the company it had regained compliance with the minimum 400 total shareholders requirement.
2024-10-31	Company filed its excise tax return and paid $1,455,187 for August 2023 redemptions.
2024-12-01	Company issued a non-convertible promissory note for $300,000 to Achilles Capital AB.
2025-01-01	Company adopted ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, on a prospective basis.
2025-01-01	Company issued a non-convertible promissory note for $400,000 to Achilles Capital AB.
2025-02-11	Company received a letter from Nasdaq stating its securities would be delisted.
2025-02-18	Company's securities suspended from trading on Nasdaq and commenced trading on the over-the-counter market.
2025-03-01	Company issued a non-convertible promissory note for $250,000 to Achilles Capital AB.
2025-03-01	Company filed its 2024 excise tax return and paid $294,914 in excise taxes.
2025-05-02	CBIZ CPAs P.C. engaged as the company's independent registered public accounting firm for the year ended December 31, 2025.
2025-06-01	Company issued a non-convertible promissory note for $200,000 to Achilles Capital AB.
2025-08-06	Stockholders approved amendments to extend business combination period from August 12, 2025, to August 12, 2026, with monthly extensions requiring $17,470 deposits. 571,053 public shares redeemed for $7,019,660.
2025-08-01	Company issued a non-convertible promissory note for $300,000 to Achilles Capital AB.
2025-09-01	Company funded monthly extension to the Combination Period by depositing $17,470 into the Trust Account.
2025-11-24	Treasury Department and IRS issued final regulations regarding the application of the excise tax on repurchases of corporate stock, potentially exempting prior redemptions.
2025-12-01	Company issued a non-convertible promissory note for $300,000 to Achilles Capital AB.
2025-12-31	Fiscal year end.
2026-01-01	Company funded monthly extension to the Combination Period by depositing $17,470 into the Trust Account.
2026-02-01	Company funded monthly extension to the Combination Period by depositing $17,470 into the Trust Account.
2026-02-28	United States and Israel launched a large-scale joint military operation against Iran.
2026-03-01	Company funded monthly extension to the Combination Period by depositing $17,470 into the Trust Account.
2026-03-24	Date of this Annual Report on Form 10-K filing.
2026-04-12	Current deadline to complete an initial business combination.
2026-08-12	Latest possible extended deadline to complete an initial business combination, if all monthly extensions are exercised.
2026-09-01	Virtual office arrangement term ends, can be extended monthly.
2026-12-15	ASU 2024-03, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures, effective for fiscal years beginning after this date.
2027-12-15	ASU 2024-03, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures, effective for interim periods beginning after this date.

Recommendation

strong sell

The company's delisting from Nasdaq, coupled with a 'going concern' warning from its auditors, indicates severe financial and operational distress. The repeated failures to complete a business combination, significant depletion of the trust account due to redemptions, and reliance on related-party debt create an extremely high-risk profile. The current deadline of April 12, 2026, with limited funds and no identified target, makes liquidation highly probable. Investors face a substantial risk of capital loss, making a 'strong sell' recommendation appropriate.

Keywords

SPAC, Blank Check Company, Business Combination, Acquisition, Technology, Europe, Nasdaq Delisting, Going Concern, Redemptions, Warrants, Trust Account, SEC Filing, 10-K, Financial Reporting, Corporate Governance, Risk Factors, Promissory Notes, Excise Tax

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