Anders Norlin
About Anders Norlin
Anders Norlin (age 59) is an independent director of BYNO, serving on the board since inception. He leads Tenity’s Nordics & Baltics operations (innovation ecosystem and early-stage fintech investor) and previously served as CEO of the Swedish fintech hub Findec (Apr 2019–Aug 2021). He holds an M.Sc. in Industrial Management & Mechanical Engineering from Chalmers University of Technology and a degree in advanced marketing communication from Berghs School of Communication .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Tenity (global fintech innovation ecosystem) | Head of Nordics & Baltics | Current | Deal flow access via fintech investor/enterprise network |
| Findec (Swedish fintech hub) | Chief Executive Officer | Apr 2019–Aug 2021 | Built partnerships (e.g., Nordea, PwC); growth programs and collaborations in Nordic fintech ecosystem |
| Embassy House (co-working) | Partner | Aug 2017–Aug 2019 | Supported fintech, proptech, SaaS, gaming, blockchain communities |
| Coach & Capital (VC) | Partner | Since Jan 2008 | ICT/cleantech focus; investment and coaching |
| Frame Invest (PE) | Investment Manager | Jan 2013–Dec 2016 | B2B IT focus; board roles at portfolio companies |
| Traction (Nasdaq Stockholm-listed investment company) | Investment Manager | Jan 2002–Dec 2007 | Board member at several portfolio companies |
External Roles
| Organization | Role | Public/Private | Notes |
|---|---|---|---|
| Tenity | Head of Nordics & Baltics | Private | Early-stage fintech investor; ecosystem leadership |
| Findec | CEO (former) | Non-profit/Association | Fintech hub; partnerships with Nordea, PwC |
No other public company directorships were disclosed for Mr. Norlin in the proxy/10-K biographies reviewed .
Board Governance
- Independence: The board determined Anders Norlin is an “independent director” under Nasdaq and SEC rules .
- Committees: Audit Committee member; Audit Committee chaired by Fredrik Elmberg. Compensation Committee membership is Elmberg, Steven Wasserman, and Anna Yukiko Bickenbach (Norlin is not listed) .
- Nominating/Governance: No standing nominating committee; majority of independent directors (including Norlin) handle director recommendations per Nasdaq Rule 5605 .
- Financial Literacy: All audit committee members (including Norlin) are financially literate; Elmberg is designated “audit committee financial expert” .
- Board size and re-elections: Five directors, with re-election proposals in proxies; terms structured per charter/Delaware law .
Fixed Compensation
| Component | Amount/Terms | Notes |
|---|---|---|
| Annual director retainer (cash) | None disclosed prior to Business Combination | Company states no compensation of any kind (including finders/consulting fees) to officers/directors prior to consummation of initial business combination |
| Committee membership fees | None disclosed prior to Business Combination | Same as above |
| Committee chair fees | None disclosed prior to Business Combination | Same as above |
| Meeting fees | None disclosed prior to Business Combination | Same as above |
| Administrative services (Sponsor) | $10,000/month paid to Sponsor | Admin support agreement at corporate level; not director-specific pay |
Performance Compensation
| Metric/Instrument | Status | Terms/Notes |
|---|---|---|
| RSUs/PSUs for directors | None disclosed prior to Business Combination | Company indicates no compensation prior to deal closing |
| Stock options for directors | None disclosed prior to Business Combination | Same as above |
| Performance metrics (EBITDA/TSR/ESG) | Not applicable | No metric-tied director pay disclosed |
| Equity compensation plans | None | “Securities Authorized for Issuance under Equity Compensation Plans: None.” |
Other Directorships & Interlocks
| Company | Role | Interlock/Conflict Potential |
|---|---|---|
| Tenity (ecosystem investor) | Head of Nordics & Baltics | Potential flow of fintech targets; audit committee must vet related party dealings |
| Traction portfolio boards (historical) | Board member at various portfolio companies (past) | Historical; no current interlock disclosed |
Expertise & Qualifications
- Investment and fintech network: Extensive connections with investors, entrepreneurs, legacy financial institutions; enhances SPAC deal sourcing .
- Private equity/VC experience: Roles at Traction, Frame Invest, Coach & Capital; board exposure at portfolio companies .
- Education: M.Sc. Chalmers; advanced marketing communication (Berghs) .
- Audit committee financial literacy: Confirmed by board (Elmberg designated expert) .
Equity Ownership
| Metric | 2024-07-17 (DEF 14A) | 2025-06-30 (DEF 14A) |
|---|---|---|
| Shares beneficially owned (Class A) | — | — |
| Shares beneficially owned (Class B) | — | — |
| Ownership % of outstanding | — | — |
| Notes | Group of officers/directors showed Class B holdings (Fairfield, Wasserman); Norlin individually not listed with beneficial holdings | 2025 table similarly lists no holdings for Norlin |
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Sponsor control context: Water by Nordic AB (Sponsor) and affiliates beneficially owned ~72.5% of outstanding common stock at the 2025 record date; Sponsor controlled by certain officers/directors (noted at high level) .
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Hedging/pledging: Insider Trading Policy prohibits pledging, short sales, options, and hedging by insiders, requiring pre-clearance for trades; supports alignment and risk controls .
Governance Assessment
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Strengths
- Independent status and audit committee role with robust charter responsibilities (related-party review, auditor oversight) .
- Formal Insider Trading Policy (pre-clearance, blackout windows, ban on hedging/pledging) and Code of Ethics .
- Board policy to obtain independent fairness opinions if combining with affiliated entities; audit committee quarterly review of payments to sponsor/affiliates .
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Risks / RED FLAGS
- Sponsor control and voting block (≈72.5%) can dilute minority influence; directors and officers aligned with Sponsor voted for extension proposals .
- Convertible/working-capital loans (up to $1.5M convertible at $10/share; total $6.235M outstanding by YE 2024) create dilution incentives to complete a deal, potentially biasing target selection; audit committee oversight mitigates but risk remains .
- No standing nominating committee; while compliant via independent director process, it diverges from some best-practice governance structures .
- CFIUS risk: Sponsor is foreign-controlled; U.S. target combinations could be delayed/conditioned, increasing execution risk and timeline uncertainty .
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Compensation alignment
- No director cash/equity compensation prior to Business Combination; reduces pay-related conflicts but also limits direct ownership alignment (Norlin has no disclosed beneficial holdings) .
- Clawback policy exists (corporate-level exhibit), a positive control for post-combination compensation structures .
Attendance and meeting frequency metrics were not disclosed in the reviewed documents; no say-on-pay results applicable at SPAC stage .
Related Party Transactions Overview (Conflict Controls)
- Administrative services fee: $10,000/month to Sponsor; tracked as “due to Sponsor” and reviewed by audit committee .
- Sponsor/affiliate loans: Non-interest-bearing notes; portion convertible to Class A at $10; repayment expected post-Business Combination; audit committee reviews related-party items .
- Policy: No finder’s/consulting fees to Sponsor/officers/directors prior to Business Combination; fairness opinion required for affiliated deals .
Notes on Committee Structure
| Committee | Members | Chair | Key Responsibilities |
|---|---|---|---|
| Audit | Fredrik Elmberg; Anders Norlin; Steven Wasserman | Elmberg | Auditor oversight, pre-approvals, related-party review, legal/regulatory matters |
| Compensation | Fredrik Elmberg; Steven Wasserman; Anna Yukiko Bickenbach | Elmberg | CEO/exec comp oversight (if any), equity plans, director remuneration recommendations; consultants’ independence review |
| Nominating/Governance | Not standing; handled by independent directors | — | Independent directors (incl. Norlin) recommend nominees; no charter |
Audit committee determined Elmberg as “financial expert”; Norlin is financially literate per committee requirements .
Summary Implications for Investors
- Norlin brings fintech deal-sourcing capability and PE/VC governance experience, valuable in a SPAC context for target identification and diligence .
- Sponsor control and convertible financing mechanisms increase execution/dilution risk; audit committee membership and independence mitigate but do not eliminate conflicts—monitor related-party approvals and fairness opinions closely .
- Absence of director compensation and lack of disclosed personal ownership for Norlin pre-combination limits direct financial alignment; post-combination disclosures will be critical for assessing pay-for-performance alignment .