byNordic $150K insider note, deadline to Oct 12
BYNO obtained an interest-free insider loan of up to $150,000 and used $8,850.20 to fund a one-month SPAC deadline extension to October 12, 2026.
Rhea-AI Filing Summary
byNordic Acquisition Corp (BYNO) entered into a new related-party financing and extended its SPAC deadline by one month. On September 11, 2026 the company issued an unsecured, interest-free promissory note of up to $150,000 to its Chief Operating Officer and Chief Financial Officer, Thomas L. Fairfield, with an initial advance of $8,850.20. The note is repayable upon completion of the initial business combination or 180 days after any dissolution, and if no business combination occurs it is repayable only from funds held outside the Trust Account.
On the same date, an officer deposited $8,850.20 into the Trust Account, extending the deadline to complete a business combination from September 12, 2026 to October 12, 2026. This is the second of up to twelve one‑month extensions authorized under the August 7, 2026 charter amendment, permitting monthly extensions at the board’s discretion up to August 12, 2027 or until a business combination closes.
Positive
- None.
Negative
- None.
Filing Explained
The note’s additional mechanics are that nonpayment at maturity is an event of default that may allow acceleration, while repayment after no business combination is limited to funds available outside the Trust Account.
8-K Event Classification
4 items: 1.01, 2.03, 8.01, 9.01
4 items
Item 1.01
Entry into a Material Definitive Agreement
Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 2.03
Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement
Financial
The company incurred a new significant debt or off-balance-sheet obligation.
Item 8.01
Other Events
Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
Key Figures
Promissory note maximum principal: $150,000
Initial advance under note: $8,850.20
Trust Account extension deposit: $8,850.20
+4 more
7 metrics
Promissory note maximum principal
$150,000
Interest-free note issued to COO/CFO on September 11, 2026
Initial advance under note
$8,850.20
First draw on the insider promissory note
Trust Account extension deposit
$8,850.20
Amount deposited on September 11, 2026 to extend the SPAC deadline
Warrant exercise price
$11.50 per share
Each whole redeemable warrant exercisable for one Class A share
Current extension period end date
October 12, 2026
Business combination deadline after second one-month extension
Maximum extension end date
August 12, 2027
Last possible termination date if all twelve one‑month extensions are used
Number of permitted one-month extensions
12
Authorized under the August 7, 2026 charter amendment
Key Terms
Trust Account, business combination, special purpose acquisition company, Amended and Restated Certificate of Incorporation, +1 more
5 terms
Trust Account financial
"depositing $8,850.20 into the Company’s trust account (the “Trust Account”)"
A trust account is a special bank or brokerage account where assets are held and managed by a designated person or firm (the trustee) for the benefit of another person or group (the beneficiary). It matters to investors because it separates assets from personal or corporate funds, can protect assets, control how and when money is used, and may affect tax or legal rights—think of it as a locked drawer opened only under agreed rules.
business combination financial
"extend the period of time the Company has to complete a business combination"
A business combination happens when two or more companies join together to operate as one, like two friends merging their teams into a single group. This is important because it can change how companies grow, compete, and make money, often making them bigger and more powerful in the market.
special purpose acquisition company financial
"byNordic Acquisition Corporation (“BYNO” or the “Company”), a special purpose acquisition company"
A special purpose acquisition company (SPAC) is a company formed with the sole purpose of raising money through a public offering to buy or merge with an existing private business. It acts like a vehicle that allows private companies to go public more quickly and with less complexity. For investors, it offers an opportunity to invest early in a potential acquisition, though it also carries risks if the intended deal doesn’t materialize.
Amended and Restated Certificate of Incorporation regulatory
"amendment to the Company’s Amended and Restated Certificate of Incorporation"
A company’s amended and restated certificate of incorporation is an updated version of its foundational legal charter that replaces the older document and folds in all changes into one clear copy; it spells out corporate structure, classes of stock, shareholder rights and key governance rules. Investors care because it can change who controls the company, how votes are counted, what claims shareholders have on assets or dividends, and can introduce or remove protections against takeovers—like updating a house title after a major renovation to show who owns what and under what rules.
forward-looking statements regulatory
"This press release may include, and oral statements made from time to time may include, “forward-looking statements”"
Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What new financing did BYNO (BYNO) arrange in this 8-K?
byNordic Acquisition Corp issued an interest-free promissory note of up to $150,000 to its COO and CFO, Thomas L. Fairfield, on September 11, 2026, with an initial advance of $8,850.20 to provide general working capital and fund SPAC extension deposits.
How long was BYNO’s business combination deadline extended to in this filing?
The company extended its business combination deadline by one month, from September 12, 2026 to October 12, 2026, by depositing $8,850.20 into the Trust Account on September 11, 2026.
What are the repayment terms of BYNO’s $150,000 promissory note?
The note bears no interest and is payable in full on the earlier of completion of BYNO’s initial business combination or 180 days after any dissolution, as extended by the lender. If no business combination occurs, it is repaid only from funds outside the Trust Account.
How many extensions can BYNO make and until what final date?
Under the August 7, 2026 charter amendment, BYNO may make up to twelve one-month extensions, at the board’s discretion and without another stockholder vote, allowing extensions up to August 12, 2027 or until its initial business combination closes.
Who provided the loan and extension funding to BYNO (BYNO)?
The lender under the promissory note is Thomas L. Fairfield, BYNO’s Chief Operating Officer and Chief Financial Officer. An officer of the company funded the $8,850.20 deposit into the Trust Account to effect the one-month extension.
Where is BYNO’s Class A common stock and units traded?
BYNO’s units (BYNOU), Class A common stock (BYNO), and redeemable warrants (BYNOW) are listed on the OTC Pink Limited Market, with each whole warrant exercisable for one Class A share at an exercise price of $11.50 per share.
AI-generated analysis. How Rhea-AI works. Not financial advice.
