UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended March 31, 2025 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number: 001-41273 BYNORDIC ACQUISITION CORPORATION (Exact Name of Registrant as Specified in Its Charter) (State or other jurisdiction of incorporation or organization) Delaware 84-4529 ...

BYNORDIC ACQUISITION CORPORATION (Exact name of registrant as specified in its charter) | Delaware | 84-4529780 | | --- | --- | | (State or other jurisdiction of | (I.R.S. Employer | | incorporation or organization) | Identification No.) | | c/o Pir 29 | | | Einar Hansens Esplanad 29 | | | 211 13 Malmö | | | Sweden | 211 13 | | (Address of principal executive offices) | (Zip Code) | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTI ...

Financial Performance - The Company reported a net loss of $206,146 for the three months ended September 30, 2024, with operating costs of $491,087 and federal income taxes of $79,032, partially offset by interest earned of $363,973 [154]. - For the three months ended September 30, 2023, the Company had a net income of $716,325, consisting of earnings on cash and investments in the Trust Account of $1,441,427, offset by operating costs of $430,210 and federal income taxes of $294,892 [156]. - The Company recorded a net loss of $31,965 for the nine months ended September 30, 2024, with operating costs of $1,173,311 and federal income taxes of $282,121, partially offset by interest earned of $1,423,467 [156]. - For the nine months ended September 30, 2023, the company reported a net income of $3,155,803, with earnings on cash and investments in the Trust Account amounting to $5,629,830 [157]. - For the nine months ended September 30, 2024, the company experienced a net loss of $31,965, with cash used in operating activities totaling $1,099,776 [159]. Trust Account and Cash Management - As of September 30, 2024, the company held marketable securities in the Trust Account valued at $11,697,428, primarily invested in U.S. Treasury securities [161]. - The company intends to use substantially all funds in the Trust Account to complete its Business Combination and for working capital to finance operations of target businesses [162]. - As of September 30, 2024, the company had cash of $1,934,857 not held in the Trust Account and a working capital deficit of $6,321,939 [158]. - The Company has deposited an aggregate of $3,141,248 to the Trust Account to extend the Combination Period to December 12, 2024 [150]. Business Combination and Operations - The Company signed a non-binding letter of intent with Sivers Semiconductors AB on August 6, 2024, to merge with Sivers' subsidiary, Sivers Photonics [148]. - The company has until December 12, 2024, to consummate a Business Combination, or it will face mandatory liquidation and dissolution [166]. - The company has not engaged in any operations or generated revenues to date, with activities focused on preparing for a Business Combination [153]. Debt and Liabilities - The Company issued a convertible promissory note to the Sponsor for $1,725,000 on May 9, 2023, and an additional $625,000 note in August 2023 for extension funding [140][141]. - The company borrowed $5,935,000 through Convertible and Non-convertible Promissory Notes to extend the Combination Period to December 12, 2024 [165]. - The company has no long-term debt or capital lease obligations, with outstanding promissory notes to the Sponsor totaling $5,935,000 [169]. - The Company recorded a 1% excise tax liability of $1,455,846 on the balance sheet as of the redemption date in August 2023 [136]. Compliance and Shareholder Information - Nasdaq notified the Company on April 10, 2024, regarding non-compliance with the minimum 400 total shareholders requirement, but compliance was regained by September 5, 2024 [151][152]. - As of August 2023, the Company redeemed 13,663,728 Public Shares at approximately $10.65 per share, totaling $145,585,000, leaving approximately $38,211,000 in the Trust Account [135]. Underwriting and Fees - The underwriters are entitled to a deferred underwriting discount of 3.5% of the gross proceeds of the IPO, amounting to $6,037,500, upon completion of the business combination [170].

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (MARK ONE) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarter ended June 30, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-41273 BYNORDIC ACQUISITION CORPORATION (Exact Name of Registrant as Specified in Its Charter) | --- | --- | |------------------------------- ...

Core Viewpoint - The proposed merger between Sivers Photonics and byNordic Acquisition Corporation aims to create a standalone, publicly traded photonics company, unlocking significant value and enhancing access to the U.S. capital markets [1][8]. Company Overview - Sivers Semiconductors AB operates through two wholly owned subsidiaries: Wireless and Photonics, with Sivers Photonics focusing on advanced semiconductor photonic devices, particularly indium phosphide (InP) laser sources [2][3]. - Sivers Photonics has a strong R&D foundation with over 25 years of experience, employing 80 staff members, including 12 PhDs, and holding three issued patents along with 16 pending patents [3]. Market Potential - The demand for AI applications is expected to drive substantial growth in the photonics market, with a projected total addressable market for chip-to-chip connectivity reaching $5 billion by 2027, and a served addressable market of up to $1 billion [5]. - The wireless business of Sivers experienced a remarkable net revenue growth of 155% in 2023, reaching approximately $15 million, indicating strong market traction and future growth potential [4]. Technological Advancements - Sivers Photonics specializes in tunable multi-wavelength lasers for direct on-chip integration, which are critical for high-performance applications in AI infrastructure and sensing technologies [5][6]. - The application of silicon photonics (SiPh) is highlighted as a leading solution for data centers, capable of significantly reducing energy consumption by up to 90% compared to traditional copper wire solutions [5]. Strategic Developments - The merger is expected to position Sivers Photonics closer to investors and partners within the U.S. AI ecosystem, with approximately 80% of its net revenue currently generated in the U.S. [8]. - Following the merger, Sivers plans to establish its headquarters in Silicon Valley, CA, while maintaining manufacturing operations in the U.K. [9].

Company Overview - byNordic Acquisition Corporation has signed a non-binding Letter of Intent to merge with Sivers Semiconductors AB's subsidiary, Sivers Photonics Ltd, which specializes in wireless and photonic integrated chips and modules for communications and sensor solutions [1][4] - Sivers Photonics designs and manufactures advanced semiconductor lasers primarily for AI applications in large data centers, optical communications, and optical sensing [2][3] Market Opportunity - The total addressable market for chip-to-chip connectivity in AI is estimated to reach $5 billion by 2027, with a served addressable market of up to $1 billion [3] - The demand for AI applications is projected to significantly increase processing capability and energy consumption, with data centers potentially using up to 9% of total electricity generated in the U.S. by the end of the decade [3] Technological Advancements - Sivers Photonics is a leader in tunable multi-wavelength lasers for direct on-chip integration, which are critical for generative AI, high-performance computing, and autonomous vehicles [3] - The application of silicon photonics (SiPh) is highlighted as a leading solution for data centers, offering faster data transmission, lower latency, and up to a 90% reduction in power consumption compared to traditional copper wire solutions [3] Strategic Partnerships and Validation - Sivers Photonics is engaged with major technology companies, including Fortune 100 firms and leading hyperscalers, validating its position as a key supplier in the generative AI space [4] - In 2023, Sivers Photonics received a milestone order from Ayar Labs for the qualification of volume production of its unique laser arrays [4] Future Plans - Upon completion of the merger, Sivers Photonics plans to establish its headquarters in Silicon Valley, CA, while maintaining manufacturing operations in the U.K. [5]

| --- | --- | --- | --- | --- | |-------------------------------------------------------------------------------------------------|-----------|-----------------------------|-------|---------------------| | General and administrative support fees | | March \n2024 \n$ 30,000 | \n $ | 31, \n2023 \n30,000 | | Franchise taxes | | 45,600 | | 54,158 | | Insurance | | 44,748 | | 87,964 | | Listing and filing fees | | 58,233 | | 52,386 | | Other operating costs | | 152,260 | | 290,734 | | Total loss from operations ...

14 If we do not consummate our initial business combination by the deadline set forth in our amended and restated certificate of incorporation, we expect that all costs and expenses associated with implementing our plan of dissolution, as well as payments to any creditors, will be funded from amounts remaining out of the approximately $1,880,000 of cash held outside the trust account, although we cannot assure you that there will be sufficient funds for such purpose. We will depend on sufficient interest be ...

New York, NY, Feb. 09, 2024 (GLOBE NEWSWIRE) -- byNordic Acquisition Corporation (NASDAQ: BYNO ("BYNO" or the "Company"), a special purpose acquisition company, announced today that the Company has timely deposited into the Company's trust account (the "Trust Account"), an aggregate of $105,000, in order to extend the period of time the Company has to complete a business combination for an additional one (1) month period, from February 12, 2024 to March 12, 2024 (the "Extension"). The Extension is the first ...

Financial Performance - For the three months ended September 30, 2023, the company reported a net income of $716,325, driven by earnings on cash and investments of $1,441,427, offset by operating costs of $430,210 and federal income taxes of $294,892 [228]. - For the nine months ended September 30, 2022, the company experienced a net loss of $128,652, primarily due to formation and operating costs of $798,476 and federal income taxes of $135,484, despite earning $805,308 from investments [230]. Trust Account and Investments - As of September 30, 2023, the company held marketable securities in the Trust Account amounting to $39,145,197, primarily invested in U.S. Treasury securities [233]. - The company has withdrawn $1,929,800 of interest earned on the Trust Account for tax payments during the nine months ended September 30, 2023 [233]. Initial Public Offering (IPO) - The company completed its Initial Public Offering on February 11, 2022, raising gross proceeds of $150,000,000 from 15,000,000 Units sold at $10.00 per Unit [231]. - Following the Initial Public Offering, the total amount placed in the Trust Account reached $175,950,000 after the full exercise of the over-allotment option and the sale of Private Shares [232]. - The company incurred $16,724,021 in Initial Public Offering related costs, with $16,343,583 reported in temporary equity [232]. Business Combination and Liquidation - The company has until February 12, 2024, to complete a business combination, or it will face mandatory liquidation and dissolution [236]. - The company plans to repay loans from the Trust Account if a business combination is completed, otherwise, it will repay from funds held outside the Trust Account [235]. Debt and Financial Obligations - The company has no long-term debt or off-balance sheet arrangements as of September 30, 2023 [237].