BYNO 10-K & 10-Q changes, risk factors and insider trading

The target business with which we may ultimately consummate an initial initial business combination, may be materially adversely affected by current global geopolitical conditions resulting from the ongoing Russia-Ukraine Russia-Ukraine conflict, the recent Israel-Hamas conflict, the escalating military conflict involving the United States, Israel and Iran, the resumption of Houthi attacks on Red Sea shipping, and other hostilities in the Middle East region.region and globally.

United States and global markets are experiencing volatility and disruption following the geopolitical instability resulting from the ongoing Russia-Ukraine conflict, the Israel-Hamas conflict, the recentescalating Israel-Hamasmilitary conflict between the United States, Israel and Iran, and other hostilities in the Middle East region.region and globally. In response to the ongoing Russia-Ukraine conflict, the North Atlantic Treaty Organization (“NATO”) deployed additional military forces to eastern Europe, and the United States, the United Kingdom, the European Union and other countries have announced various sanctions and restrictive actions against Russia, Belarus and related individuals and entities, including the removal of certain financial institutions from the Society for Worldwide Interbank Financial Telecommunication (SWIFT) payment system. Certain countries, including the United States, have also provided and may continue to provide military aid or other assistance to Ukraine and to Israel, increasing geopolitical tensions among a number of nations. The invasion of Ukraine by Russia, the Israel-Hamas conflict, other hostilities in the Middle East region and the resulting measures that have been taken, and could be taken in the future, by NATO, the United States, the United Kingdom, the European Union, Israel and its neighboring states and other countries have created global security concerns that could have a lasting impact on regional and global economies. Although the length and impact of the ongoing conflicts are highly unpredictable, they could lead to market disruptions, including significant volatility in commodity prices, credit and capital markets, as well as supply chain interruptions and increased cyber-attacks against U.S. companies. Additionally, any resulting sanctions could adversely affect the global economy and financial markets and lead to instability and lack of liquidity in capital markets.

Any of the abovementioned factors, or any other negative impact on the global economy, capital markets or other geopolitical conditions resulting from the Russian invasion of Ukraine, the Israel-Hamas conflict, the U.S.-Israel-Iran conflict and other hostilities in the Middle East region and subsequent sanctions or related actions, could adversely affect our search for an initial business combination and any target business with which we may ultimately consummate an initial business combination.

The extent and duration of the ongoing conflicts, resulting sanctions and any related market disruptions are impossible to predict, but could be substantial, particularly if current or new sanctions continue for an extended period of time ortime, if geopolitical tensions result in expanded military operations on a global scale.scale, or if critical maritime chokepoints such as the Strait of Hormuz and the Bab el-Mandeb Strait remain disrupted for a prolonged period. Any such disruptions may also have the effect of heightening many of the other risks described in this section. If these disruptions or other matters of global concern continue for an extensive period of time, our ability to consummate an initial business combination, or the operations of a target business with which we may ultimately consummate an initial business combination, may be materially adversely affected.

In addition, although we may pursue an acquisition opportunity in any any business, industry, sector or geographical location, we have prioritized and will continue to prioritize companies in the European technology technology sector, including FinTech companies.sector. Any such FinTech acquisition target may also be adversely affected by market conditions that impact the value or viability of suchcompanies institutions,in the technology sector, which may impede our ability to successfully consummate a business combination.

During the second quarter of 2024, the Treasury issued final regulations with respect to the timing and payment of the excise tax. Pursuant to those regulations, the Company determined that it was required to to file a return and remit payment on or before October 31, 2024 for excise tax liability incurred during the period from January 1, 2023 to December 31, 2023. In October 2024, the Company filed its excise tax return and paid $1,455,187 arising from the redemption of public shares in August 2023. Along with the redemptions of the Company’s public shares in August 2024, the Company recorded a 1% excise tax liability of approximately $294,914 on the balance sheet as of the redemption date.date and filed an excise tax return and fully paid the excise tax due in April 2025.

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 are not presently engaged in, and we will not engage in, any operations until we consummate our business combination. We intend to effectuate our business combination using cash from the proceeds of our initial public public offering, the private placement of the private shares, the private placement of the forward purchase shares, the proceeds of the sale sale of our shares in connection with our business combination (pursuant to forward purchase agreements or backstop agreements we may enter enter into following the closing of our initial public offering or otherwise), shares issued to the owners of the target, debt issued to bank or other lenders or the owners of the target, or a combination of the foregoing. We have notno selectedlegally binding business combination agreement with any specific business combination target.

At an annual meeting on August 7,6, 2024,2025, the stockholders of the Company approved amendments (the “August 20242025 Amendments”) to the Company’s amendedAmended and restatedRestated certificateCertificate of incorporationIncorporation to extend the businessCombination combination periodPeriod by one month each time from August 12, 20242025 to August 12, 2025,2026, or such earlier date as determined by by the boardBoard in its sole discretion, unless the closing of a businessBusiness combinationCombination shall have occurred prior thereto. (See Note 1 of Notes to Financial Statements). The Company is required to deposit $40,312$17,470 to the trust account with respect to each such monthly extension. In connection with the August 20242025 Amendments, 2,578,476 571,053 of the public shares were tendered for redemption for a total redemption price of $29,491,422$7,019,660 or approximately $11.44$12.29 per share.

In August 2023, the Company issued to the Sponsor a convertible promissory note in the amount of $625,000 (the “Additional Extension Loan”) in connection with the Sponsor’s funding of an extension deposit to the Trust Account. And inIn 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, capital, of which $110,000 was funded on August 10, 2023 and $600,000 is available for future borrowings.

Together, the Initial Extension Loan, the Initial Working Capital Loan, the Additional Extension Loan, and 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.

NeitherNone of the Convertible Promissory Notes noror the Non-convertible Promissory Notes bear interest and are due upon consummation of a Business Combination. If the Company completes a Business Combination, the Company would expect to repay the Convertible Promissory Notes and the Non-convertible Promissory Notes from funds that are released to the Company from the Trust Account. At the option of the holder of the Convertible Promissory Notes, the holder has the option tomay 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).

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 untilthrough the filingdate of this Form 10-K,filing, the Company has deposited an aggregate of $3,302,496$3,603,504 to the Trust Account to extend the Combination Period to April 12, 2025.2026.

For the year ended December 31, 2024,2025, we had a net loss of $206,537,$731,544, which consisted of operatinggeneral costsand administrative support fees of $1,454,382$1,058,408 and provision forfederal income taxes of $312,612,$71,472, partially offset by interest earned on cash and marketable securities held in Trusttrust Accountaccount of $1,560,457.$398,336.

For the year ended December 31, 2023,2024, we had a net income loss of $3,406,689 $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 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.$1,560,457.

For the year ended December 31, 2024,2025, cash used in operating activities activities was $3,030,748.$1,095,356. Net loss of $206,537$731,544 was affected by interest earned on marketable securities held in the Trust Account of $1,536,233 $397,877 and deferred taxes payable of $27,563.$5,757. Changes in operating assets and liabilities usedprovided $1,260,415$39,822 of cash for operating activities. Cash provided by by investing activities was $29,188,023$6,730,183 includingwhich $528,161includes withdrawninvestment fromof cash to the Trust Account toof pay taxes, $29,491,422$369,534, cash withdrawn from trustTrust account Account in connection with redemptions partiallyof offset$7,019,660 byand $831,560withdrawals from trust account to pay taxes of deposits to the Trust Account.$80,057. Cash used in financing activities includes $1,300,000$1,450,000 of proceeds from the promissory notes issued to a related party partiallyand offset$7,019,660 bypaid $29,491,422to for redemptionredeeming of common stock.stockholders.

For the year ended December 31, 2023,2024, cash used in operating activities was $3,294,146.$3,030,748. Net incomeloss of $3,406,689$206,537 was affected by interest earned on investmentsmarketable securities held in the Trust Account of $1,536,233 and deferred taxes payable of $6,573,440 and unrealized gain on investments in the Trust Account of $428,980.$27,563. Changes in operating assets and liabilities used $556,375$1,260,415 of cash for operating activities. Cash provided by investing activities includeswas $145,584,637$29,188,023 withdrawnincluding in$528,161 connection with redemption and $2,079,820 withdrawn from the Trust Account to pay taxestaxes, $29,491,422 cash withdrawn from trust account in connection with redemptions partially offset by $2,350,000$831,560 of fundingdeposits forto the Trust Account. Cash used in financing activities includes $145,584,637$1,300,000 of proceeds from the promissory notes to related party partially offset by $29,491,422 for redemption of common stock partiallyAs offsetof 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. Treasury securities. Interest income on the balance in the Trust Account may be used by $4,935,000us to pay taxes. For the period ended December 31, 2025, we withdrew $80,057 of proceedsinterest earned fromon promissorythe notesTrust toAccount related party.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, 20242025 borrowed $6,235,000$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, 20252026 or the end of any further monthly extension period approved by the Board through August 12, 2026 to consummate a Business Combination, provided that any extension beyond August 12, 2025 must be pursuant to an amendment of its Amended and Restated Certificate of Incorporation.Combination. It is uncertain that the Company will be able to consummate a Business Combination by April 12, 20252026 or such later date to which the business combination period may be extended. If a Business Combination is not consummated by April 12, 20252026 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, Nasdaq listing, 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, 20252026 or at the end of any further extension period.

We describe our significant accounting policies in Note 2 - Summary of Significant Accounting Policies, of the Notes to Financial Statements included in this report. Our auditedfinancial financialstatements statements have been prepared in accordance with U.S. GAAP. Certain of our accounting policies require that the Company’s management apply apply significant judgments in defining the appropriate assumptions integral to financial estimates. On an ongoing basis, the Company’s management reviews the accounting policies, assumptions, estimates and judgments to ensure that our financial statements are presented fairly and in accordance with U.S. GAAP. Judgments are based on historical experience, terms of existing contracts, industry trends and information available from outside sources, as appropriate. However, by their nature, judgments are subject to an inherent degree of uncertainty, uncertainty, and, therefore, actual results could differ from our estimates.

Factors that could cause our actual results to differ materially from those in this report include the risk factors described in our final prospectus for our Initial Public Offering filed with the SEC. Any of these factors could result in a significant or material adverse effect on our results of operations or financial condition. As of the date of this Report, there have been no material changes to the risk factors disclosed in our Form 10-K for the year ended December 31, 2025 filed with the SEC.SEC except as set forth below.

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 $3,638,444$3,682,234 to the Trust Account to extend the Combination Period to JuneSeptember 12, 2026.

We have neither engaged in any operations nor generated any revenues to date. Our only activities from December 27, 2019 (inception) through MarchJune 31,30, 2026 were organizational activities, those necessary to prepare for the Initial Public Offering, described below, and identifying a target company for a Business Combination. We do not expect to generate any operating revenues until after the completion of our Business Combination. We generate non-operating income in the form of interest income on marketable securities held in the Trust Account. We incur expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses.

For the three months ended MarchJune 31,30, 2026, we had a net loss of $505,855$321,582 which consisted of operating costs of $545,449$359,496 and federal income taxes of $9,516,$12,164, partially offset by interest earned on marketable securities held in trust account of $49,110.$50,078.

For the three months ended MarchJune 31,30, 2025, we had a net loss of $179,458$135,963 which consisted of operating costs of $283,060$242,931 and federal income taxes of $22,369,$21,316, partially offset by interest earned on investmentsmarketable securities held in trust account and cash of $125,971.$128,284.

As of MarchJune 31,30, 2026, the Company had cash of $86,274 $150,345 not held in the Trust Account and a working capital deficit of $8,759,734.$9,165,290.

For the threesix months ended MarchJune 31,30, 2026, cash used in operating activities was $199,071.$351,101. Net loss of $505,855$827,437 was affected by interest earned on marketable securities held in the Trust Account of $49,103$99,178 and deferred taxes of $68.$140. Changes in operating assets and liabilities provided $355,955$575,654 of cash for operating activities. Cash used in investing activities was $52,410$86,309 which consist of investment of cash to the Trust Account.Account Noof $104,820 and a withdrawal of $18,511 for the payment of taxes. Cash used in financing activities.activities was $250,000 which consist of the proceeds from promissory note to related party.

For the threesix months ended MarchJune 31,30, 2025, cash used in operating activities was $532,195.$712,462. Net loss of $179,458$315,421 was affected by interest earned on investmentscash and marketable securities in the Trust Account of $125,645 $253,882 and deferred taxes of $293.$6,554. Changes in operating assets and liabilities providedused $226,799$136,603 of cash for operating activities. Cash used in investing activities was $120,936$189,835 which includes investment of cash to the Trust Account.Account of $241,872 and withdrawals from trust account of $52,037. Cash provided by financing activities includes $650,000$850,000 of proceeds from the promissory notes issued to a related party.

As of MarchJune 31,30, 2026, we had marketable securities held in the Trust Account of $5,634,054$5,718,028 consisting of money market funds which are invested in U.S. Treasury securities. Interest income on the balance in the Trust Account may be used by us to pay taxes. For the threesix months ended MarchJune 31,30, 2026, we withdrew $0$18,511 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 MarchJune 31,30, 2026 borrowed $7,685,000 $7,935,000 to be used to extend the Combination Period and for general working capital purposes. At MarchJune 31,30, 2026, the aggregate principal amounts outstanding under Convertible and Non-Convertible Promissory Notes issued to the Sponsor and Achilles were $3,235,000 and $4,450,000, $4,700,000, respectively.

The Company currently has until JuneSeptember 12, 2026 or the end of any further monthly extension period approved by the Board through August 12, 20262027 to consummate a Business Combination. It is uncertain that the Company will be able to consummate a Business Combination by JuneSeptember 12, 2026 or such later date to which the business combination period may be extended. If a Business Combination is not consummated by JuneSeptember 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 JuneSeptember 12, 2026 or at the end of any further extension period.

We have no obligations, assets or liabilities, which would be considered off-balance sheet arrangements as of MarchJune 31,30, 2026. We do not participate in transactions that create relationships with unconsolidated entities or financial partnerships, often referred to as variable interest entities, which would have been established for the purpose of facilitating off-balance sheet arrangements. We have not entered into any off-balance sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities, or purchased any non-financial assets.

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 $7,935,000 as of MarchJune 31,30, 2026. We began incurring the administrative support services fees on February 8, 2022 and will continue to incur these fees monthly until the earlier of the completion of the Business Combination and our liquidation.