Jonas Olsson
About Jonas Olsson
Jonas Olsson (65) is Chairman of the Board of byNordic Acquisition Corporation (BYNO) and has served on the board since inception. He brings 30+ years of global operating and financial control experience from Hennes & Mauritz (H&M), including financial manager for H&M Germany (nine years), CFO of H&M Austria (from 1994), and member of H&M’s global controlling group (2014–2024). He is currently CEO of LWL Invest AB (Sweden) and attended an MBA program in International Business at Lund University (1981–1985) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Hennes & Mauritz (H&M) – Germany | Financial Manager | ~1989–1998 (nine-year tenure) | Led finance/control in one of H&M’s largest markets |
| Hennes & Mauritz (H&M) – Austria | Chief Financial Officer | From 1994 | Country CFO responsibilities |
| H&M Global | Expansion/Management, Finance & Controlling across 12 countries (Austria, Japan, South Korea, Baltics, U.S., Chile, etc.) | ~1990s–2010s | Built infrastructure for growth and financial stability in high-growth markets incl. Germany, Denmark, USA, Poland |
| H&M Group | Member, Global Controlling Group (10 brands) | 2014–2024 | Oversight across H&M’s brands globally |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| LWL Invest AB (Sweden) | Chief Executive Officer | Current | Current operating role alongside BYNO chairmanship |
Board Governance
- Board composition and independence: 5 directors; 4 are designated “Independent Director” (Bickenbach, Norlin, Elmberg, Wasserman). Olsson is Chairman (not labeled independent) .
- Committee structure: No standing nominating committee; majority of independent directors conduct nominations under Nasdaq Rule 5605. No audit or compensation committee details disclosed in this proxy .
- Re-election/terms: All five directors (including Olsson) are standing for re-election and, if elected, will serve a three-year term (or until successors are elected/qualified) .
- Voting control and sponsor influence: Sponsor and insiders beneficially own ~72.5% of outstanding shares (as of July 2, 2025) and intend to vote in favor of proposals; this level of control means no public stockholder votes are required to pass the extension or director slate if quorum is met .
- Sponsor share purchases and non-redemption agreements: Sponsor/affiliates may purchase public shares or enter into arrangements to reduce redemptions and influence outcomes; such purchases will not be funded from the trust account .
- Listing status and market signal: BYNO was delisted from Nasdaq on Feb 18, 2025 and trades on OTC Pink; management cites adverse effects on liquidity, investor interest, financing, and potential “penny stock” implications .
- CFIUS/foreign control consideration: The sponsor (Water by Nordic AB) is “controlled” by a foreign person, making U.S. business combinations subject to potential CFIUS review, delay, conditions, or prohibition .
Fixed Compensation
The 2025 and 2024 definitive proxy statements are limited to extension and director election matters and do not include a director compensation program or fee schedule.
| Element | Amount/Terms |
|---|---|
| Annual cash retainer | Not disclosed in 2025 DEF 14A (no “Director Compensation” section in table of contents) and not disclosed in 2024 DEF 14A |
| Committee membership fees | Not disclosed |
| Committee chair fees | Not disclosed |
| Meeting fees | Not disclosed |
Performance Compensation
| Item | Details |
|---|---|
| Equity awards (RSUs/PSUs/Options) | Not disclosed in 2025/2024 proxies |
| Performance metrics/targets | Not disclosed in 2025/2024 proxies |
| Clawbacks, CoC terms, tax gross-ups | Not disclosed in 2025/2024 proxies |
Other Directorships & Interlocks
| Person | Current Public Company Boards | Committee Roles | Notes |
|---|---|---|---|
| Jonas Olsson | None disclosed in the biographical section. The proxy states it includes names of other publicly-held directorships; none are listed for Olsson. | — | “Information About Directors” section outlines that such data would be included; Olsson’s bio does not list other public boards |
Interlocks/affiliations:
- Managing member of Sponsor (Water by Nordic AB) via which he shares voting/investment discretion over Sponsor-held BYNO shares (disclaimed except to pecuniary interest) .
Expertise & Qualifications
- Global finance and control leadership (country CFO, long-tenure finance roles at H&M; global controlling group 2014–2024) .
- Multi-country expansion and operational planning experience across Europe, Asia, and the Americas .
- Current operator (CEO, LWL Invest AB) .
Equity Ownership
| Holder | Security | Amount | Notes |
|---|---|---|---|
| Water by Nordic AB (Sponsor) | Common Stock (Class A + Class B) | 5,380,720 total (2,940,000 Class A; 2,440,720 Class B) | Sponsor is controlled by co-managing members incl. Jonas Olsson; they have shared voting/investment discretion; beneficial ownership is disclaimed except to pecuniary interest |
| Sponsor + officers/directors (aggregate voting power) | Common Stock (aggregate) | ~72.5% of issued & outstanding as of July 2, 2025 | Provides effective control over key votes (extension, directors, adjournment) |
| Shares outstanding (Record Date 7/2/2025) | Total | 7,697,796 (1,007,796 Public; 2,940,000 Class A Private; 3,750,000 Class B) | Capital structure at record date |
Notes:
- The beneficial ownership table lists individual director holdings; for Olsson, no separate individual holdings are shown; his role as managing member of the Sponsor is disclosed with shared beneficial ownership language (disclaimed except to pecuniary interest) .
Related-Party Transactions and Potential Conflicts
- Sponsor extension deposits and loans: Sponsor/affiliates committed to monthly extension deposits into the trust (lesser of $0.04 per public share or $40,000), funded via non-interest-bearing promissory notes to the Sponsor .
- Working capital/extension financing by Sponsor affiliate (DDM Debt AB) and Sponsor notes:
- Convertible and working capital loans around Aug 2023; additional extension/working capital notes thereafter .
- DDM Debt AB notes: $1.7M (Dec 2023); $300k (Apr 2024); $200k (Jun 2024); $200k (Aug 2024); $300k (Sep 2024); $300k (Dec 2024); $400k (Jan 2025); $250k (Mar 2025); $200k (Jun 2025); generally non-convertible, no interest, due upon business combination .
- Sponsor/insider incentives and economic interests: Proxy highlights that Sponsor and certain officers/directors have significant economic upside via founder/private shares and loans if a business combination is completed, and will lose their entire investment if liquidated .
- Sponsor and insiders may purchase public stock or enter non-redemption agreements to influence voting/redemption outcomes (not using trust funds) .
Governance Assessment
Strengths
- Deep operating/finance/control experience across multiple geographies and growth contexts (H&M), relevant for evaluating targets and post-merger discipline .
- Board majority labeled independent (4 of 5), with independent directors overseeing director nominations per Nasdaq Rule 5605 .
Concerns and RED FLAGS
- Not independent: Olsson is Chairman and a managing member of the Sponsor, which controls a supermajority of the vote (~72.5%); this concentration of control and economic incentives presents material conflicts with public holders (RED FLAG) .
- Related-party financing reliance: Extensive sponsor/affiliate loans (including from DDM Debt AB) and required extension deposits tie corporate survival to the sponsor; creates potential misalignment with public shareholders (RED FLAG) .
- Share purchase/arrangements to limit redemptions: Sponsor/directors may buy public shares or enter non-redemption agreements around votes; while permitted, this can influence outcomes and investor optionality (RED FLAG) .
- Committee infrastructure: No standing nominating committee; no audit/compensation committee disclosures in this proxy, limiting visibility into board oversight processes (RED FLAG) .
- Listing and liquidity risk: Delisted from Nasdaq; now on OTC Pink with limited trading volume, which can impair governance market signals and investor exit options (RED FLAG) .
- Regulatory risk for U.S. targets: Sponsor’s foreign-control status could trigger CFIUS review and potential restrictions/delays, adding transaction execution risk (RED FLAG) .
Not Disclosed
- Director compensation program (retainer/fees/equity), attendance rates, stock ownership guidelines, hedging/pledging policy, and say-on-pay results are not provided in the 2025/2024 proxies (which are narrowly focused on extension/election matters) .
Overall implication: Olsson’s operating/finance pedigree is a positive for target diligence and potential post-combination governance; however, sponsor control, related-party financing, and limited committee/compensation transparency elevate governance risk and potential misalignment with public shareholders in the SPAC’s current phase .