BYNO

Risk Factors” and elsewhere in Overview We are a blank check company incorporated as a Delaware corporation and formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses.
We have no legally binding business combination agreement with any specific business combination target.
Recent Developments Stockholder Meetings At an annual meeting on August 6, 2025, the stockholders of the Company approved amendments (the “August 2025 Amendments”) to the Company’s Amended and Restated Certificate of Incorporation to 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 prior thereto.
(See Note 1 of Notes to Financial Statements).
The Company is required to deposit $17,470 to the trust account with respect to each such monthly extension.
In connection with the August 2025 Amendments, 571,053 of the public shares were tendered for redemption for a total redemption price of $7,019,660 or approximately $12.29 per share.
In August 2023 the Company issued a convertible promissory note in the principal amount of $710,000 (the “Additional Working Capital Loan”) to the Sponsor to provide the Company with additional working capital, of which $110,000 was funded on August 10, 2023 and $600,000 is available for future borrowings.
In December 2023, April 2024, June 2024, August 2024, September 2024, December 2024, January 2025, March 2025, June 2025, August 2025 and December 2025, the Company issued non-convertible promissory notes (together the “Non-convertible Promissory Notes”) to Achilles Capital AB (formerly known as DDM Debt AB) (“Achilles”), an affiliate of the Sponsor, with an aggregate value of $4,450,000.
The proceeds of the borrowings under the Non-Convertible Promissory Notes were used to provide the Company with general working capital.
None of the Convertible Promissory Notes or the Non-convertible Promissory Notes bear interest and are due upon consummation of a Business Combination.
At the option of the holder of the Convertible Promissory Notes, the holder may convert all or a portion of the Convertible Promissory Notes into Private Shares at a price of $10.00 per Private Share, which Private Shares will be identical to the Private Shares described herein (Note 5 of Notes to Financial Statements).
Trust Account Funding Since May 8, 2023 when the Company announced that its Board of Directors elected to extend the date by which the Company has to consummate a Business Combination through the date of this filing, the Company has deposited an aggregate of $3,603,504 to the Trust Account to extend the Combination Period to April 12, 2026.
Our only activities from December 27, 2019 (inception) through December 31, 2025 were organizational activities, those necessary to prepare for the Initial Public Offering, described below, and identifying a target company for a Business Combination.
For the year ended December 31, 2025, we had a net loss of $731,544, which consisted of general and administrative support fees of $1,058,408 and federal income taxes of $71,472, partially offset by interest earned on marketable securities held in trust account of $398,336.
For the year ended December 31, 2024, we had a net loss of $206,537, which consisted of general and administrative support fees of $1,454,382 and provision for income taxes of $312,612, partially offset by interest earned on marketable securities held in Trust Account of $1,560,457.
Liquidity, Capital Resources and Going Concern As of December 31, 2025, the Company had cash of $ 337,755 not held in the Trust Account and a working capital deficit of $ 8,152,366 .
For the year ended December 31, 2025, cash used in operating activities was $1,095,356.
Net loss of $731,544 was affected by interest earned on marketable securities held in the Trust Account of $397,877 and deferred taxes of $5,757.
Changes in operating assets and liabilities provided $39,822 of cash for operating activities.
Cash provided by investing activities was $6,730,183 which includes investment of cash to the Trust Account of $369,534, cash withdrawn from Trust Account in connection with redemptions of $7,019,660 and withdrawals from trust account to pay taxes of $80,057.
Cash used in financing activities includes $1,450,000 of proceeds from the promissory notes issued to a related party and $7,019,660 paid to redeeming stockholders.
Cash used in financing activities includes $1,300,000 of proceeds from the promissory notes to related party partially offset by $29,491,422 for redemption of common stock As of December 31, 2025, we had marketable securities held in the Trust Account of $5,532,541 consisting of money market funds which are invested in U.S.
For the period ended December 31, 2025, we withdrew $80,057 of interest earned on the Trust Account for the payment of franchise and income taxes.
The Company has entered into the Convertible Promissory Notes and Non-convertible Promissory Notes and as of December 31, 2025 borrowed $7,685,000 to be used to extend the Combination Period and for general working capital purposes.
The aggregate principal amounts outstanding under Convertible and Non-Convertible Promissory Notes issued to the Sponsor and Achilles are $3,235,000 and $4,450,000, respectively.
The Company currently has until April 12, 2026 or the end of any further monthly extension period approved by the Board through August 12, 2026 to consummate a Business Combination.
It is uncertain that the Company will be able to consummate a Business Combination by April 12, 2026 or such later date to which the business combination period may be extended.
If a Business Combination is not consummated by April 12, 2026 or during any further extension period, there will be a mandatory liquidation and subsequent dissolution.
In connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standard Board’s Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management has determined that (i) uncertainty with respect to the Company’s ability to obtain the cash needed to fund professional fees and other expenses related to its target search activities, SEC reports, tax returns, trust and stock transfer administration and other business and corporate activities, and trust deposits required for further extensions to the Combination Period, and (ii) the mandatory liquidation and subsequent dissolution, should the Company be unable to 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 should the Company be required to liquidate after April 12, 2026 or at the end of any further extension period.
Off-Balance Sheet Arrangements We have no obligations, assets or liabilities, which would be considered off-balance sheet arrangements as of December 31, 2025.
Contractual Obligations We do not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities, other than an agreement pay the Sponsor a total of $10,000 per month for administrative support services and outstanding promissory notes to the Sponsor and its affiliates in the aggregate amount of $7,685,000 as of December 31, 2025.
Our financial statements have been prepared in accordance with U.S.
We continue to consult with third-party professionals on complex questions regarding accounting for accrued, deferred or contingent expenses, and standardizing the processes for sharing, approving and evaluating contractual arrangements and invoices related to accrued, deferred or contingent expenses.
Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of our financial statements for external reporting purposes in accordance with U.S.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect errors or misstatements in our financial statements.
Management assessed the effectiveness of our internal control over financial reporting as of December 31, 2025.
Based on our assessments and those criteria, management determined that our internal controls over financial reporting were not effective as of December 31, 2025. an attestation report of internal controls from our independent registered public accounting firm due to our status as an emerging growth company under the JOBS Act.
Hermansson has been the chairman of the board of Learning 2 Sleep L2S AB from June 2019 until its liquidation in February 2024, the chairman of the board of Vevios AB from November 2019 to 2023, and a board member of Framtix Holding AB from June 2019 through October 2025.
Since October 2025 he has served as chairman of Starfish of Sweden AB an early stage medical technology company.

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Gone since FY2024

Overview We are a blank check company incorporated as a Delaware corporation and formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses.
We have not selected any specific business combination target.
Recent Developments Stockholder Meetings At a special meeting on August 10, 2023, the stockholders of the Company approved amendments to the Company’s amended and restated certificate of incorporation (i) to eliminate the requirement that the Company retain at least $5,000,001 of net tangible assets following the redemption of public shares in connection with a business combination, and (ii) to extend the business combination period from August 11, 2023 to February 12, 2024, or such earlier date as determined by the Company’s board of directors, in its sole discretion, and to allow the Company by resolution of the board without another stockholder vote, to elect to extend the business combination Period by one additional month, for a total of six additional months, until August 12, 2024, unless the closing of a business combination shall have occurred prior thereto.
Along with the redemptions of the Company’s Public Shares, the Company recorded a 1 % excise tax liability of $ 1,455,846 on the balance sheet as of the redemption date.
The liability does not impact the statements of operations and offsets against additional paid-in capital or accumulated deficit if additional paid-in capital is not available.
At an annual meeting on August 7, 2024, the stockholders of the Company approved amendments (the “August 2024 Amendments”) to the Company’s amended and restated certificate of incorporation to extend the 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 prior thereto.
In connection with the August 2024 Amendments, 2,578,476 of the public shares were tendered for redemption for a total redemption price of $29,491,422 or approximately $11.44 per share.
Along with the redemptions of the Company’s Public Shares, the Company recorded a 1 % excise tax liability of approximately $ 294,914 on the balance sheet as of the redemption date.
Further in connection with the annual meeting, the stockholders of the Company approved amendments to the Company’s Amended and Restated Certificate of Incorporation to provide for the right of a stockholder of the Company’s Class B Common Stock, par value $ 0.0001 per share, to convert into shares of the Company’s Class A Common Stock, par value $ 0.0001 per share on a one-for-one basis at any time, and from time to time, prior to the closing of a Business Combination at the election of the holder.
And in August 2023 the Company issued a convertible promissory note in the principal amount of $710,000 (the “Additional Working Capital Loan”) to the Sponsor to provide the Company with additional working capital, of which $110,000 was funded on August 10, 2023 and $600,000 is available for future borrowings.
In December 2023, the Company issued a promissory note in the principal amount of $ 1,700,000 (the “December 2023 Note”) to DDM Debt AB (the “DDM”), an affiliate of the Sponsor.
The proceeds of the borrowing under the December 2023 Note were used to provide the Company with general working capital.
The December 2023 Note is not convertible into securities of the Company.
The Company obtained additional loans from DDM in the amount of $ 300,000 and $ 200,000 , respectively, pursuant to promissory notes issued in April 2024 (the “April 2024 Note”) and June 2024 (the “June 2024 Note”).
The April 2024 Note and the June 2024 Note are not convertible into securities of the Company.
In August and September 2024, the Company issued promissory notes in the principal amount of $ 200,000 (the “August 2024 Note”) and $ 300,000 (the “September 2024 Note”), respectively, to DDM.
The August 2024 Note and September 2024 Note are not convertible into securities of the Company.
In December 2024 and January 2025, the Company issued promissory notes in the principal amount of $ 300,000 (the “December 2024 Note”) and $ 400,000 (the “January 2025 Note”), respectively, to DDM.
The proceeds of the borrowings under the December 2024 Note and January 2025 Note will be used to provide the Company with general working capital.
The December 2024 Note and the January 2025 Note are not convertible into securities of the Company.
Together, the Initial Extension Loan, the Initial Working Capital Loan, the Additional Extension Loan, the Additional Working Capital Loan are the Convertible Promissory Notes.
And together the December 2023 Note, the April 2024 Note, the June 2024 Note, the August 2024 Note, the September 2024 Note, the December 2024 Note and the January 2025 Note are the Non-convertible Promissory Notes.
At the option of the holder of the Convertible Promissory Notes, the holder has the option to convert all or a portion of the Convertible Promissory Notes into Private Shares at a price of $ 10.00 per Private Share, which Private Shares will be identical to the Private Shares described herein (Note 5).
Non-binding Letter of Intent On August 6, 2024, the Company announced via a press release announcing that it had signed a non-binding letter of intent (“LOI”) with Sivers Semiconductors AB (“Sivers”, STO: SIVE), a leading supplier of wireless and photonic integrated chips and modules for communications and sensor solutions.
The LOI outlined the intention to merge Sivers’ wholly owned subsidiary, Sivers Photonics Ltd (“Sivers Photonics”), with the Company, with plans to enter into a definitive agreement subject to certain conditions.
On November 11, 2024, Sivers issued a press release indicating that its board of directors had decided to pause discussions regarding the proposed business combination.
Following this communication, the Company has suspended active discussions regarding the potential transaction and is now exploring other candidates for a business combination.
Trust Account Funding Since May 8, 2023 when the Company announced that its Board of Directors elected to extend the date by which the Company has to consummate a Business Combination until the filing of this Form 10-K, the Company has deposited an aggregate of $3,302,496 to the Trust Account to extend the Combination Period to April 12, 2025.
Additional Extensions and Founder Shares Conversion In connection with the August 7, 2024, annual meeting of stockholders, the Sponsor, byNordic Holdings and byNordic Holdings II converted an aggregate of 2,000,000 of their shares of Class B common stock into shares of Class A common stock on a one-for-one basis (the “Conversion”).
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard As previously disclosed, on April 10, 2024, The Nasdaq Stock Market LLC (“Nasdaq”) notified byNordic Acquisition Corporation (the “Company”) that it did not comply with the minimum 400 total shareholders requirement for continued inclusion set forth in Nasdaq’s Listing Rule 5450(a)(2) (the “Rule”).
On February 11, 2025 the Company received a letter from the Listing Qualifications Department of The Nasdaq Stock Market stating that the staff of Nasdaq determined that: the Company’s securities would be delisted from Nasdaq, and trading of the Company’s Class A common stock, warrants, and units will be suspended at the opening of business on February 18, 2025, and a Form 25-NSE will be filed with the Securities and Exchange Commission, which will remove the Company’s securities from listing and registration on Nasdaq pursuant to Nasdaq Listing Rule IM-5101-2.
Our only activities from December 27, 2019 (inception) through December 31, 2024 were organizational activities, those necessary to prepare for the Initial Public Offering, described below, and identifying a target company for a Business Combination.
For the year ended December 31, 2024, we had a net loss of $206,537, which consisted of operating costs of $1,454,382 and provision for income taxes of $312,612, partially offset by interest earned on cash and marketable securities held in Trust Account of $1,560,457.
For the year ended December 31, 2023, we had net income of $3,406,689 which consisted of interest earned on cash and marketable securities held in Trust Account of $6,153,996, partially offset by operating costs of $1,494,067 and federal income taxes of $1,253,240.
Liquidity, Capital Resources and Going Concern As of December 31, 2024, the Company had cash of $272,588 not held in the Trust Account and a working capital deficit of $6,663,930.
Cash used in financing activities includes $1,300,000 of proceeds from the promissory notes to related party partially offset by $29,491,422 for redemption of common stock.
For the year ended December 31, 2023, cash used in operating activities was $3,294,146.
Net income of $3,406,689 was affected by interest earned on investments in the Trust Account of $6,573,440 and unrealized gain on investments in the Trust Account of $428,980.
Changes in operating assets and liabilities used $556,375 of cash for operating activities.
Cash provided by investing activities includes $145,584,637 withdrawn in connection with redemption and $2,079,820 withdrawn from the Trust Account to pay taxes partially offset by $2,350,000 of funding for the Trust Account.

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Sentence-level comparison of Item 1A in the two most recent 10-Ks (FY2024 ↗, FY2025 ↗). A reworded sentence counts as one dropped and one added, so heavy edits read as low “kept”. Headings and page furniture are stripped; nothing is summarised by a model.

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