Translation: Original published in Finnish on 9/18/2026 at 7:40 am EEST.

Spinnova announced that it signed a non-binding letter of intent to acquire the Portuguese yarn spinning company, Tearfil. In addition to a small purchase price, the arrangement includes 1.5 MEUR in bridge loan financing for Tearfil, which is experiencing financial difficulties. Tearfil is a long-standing Spinnova partner. We consider securing dedicated yarn development and spinning capabilities to be strategically sound for the company's commercialization phase, although, in our opinion, owning an operational production company would not necessarily be part of Spinnova's strategy for selling technology in an ideal scenario. Since the letter of intent is non-binding and heavily contingent on the success of Tearfil’s corporate restructuring process, the news does not result in any changes to our forecasts at this stage.

Spinnova offers Tearfil bridge loan financing and plans to acquire the company's shares

According to the letter of intent, Spinnova would acquire all shares in Tearfil for a purchase price of 0.5 MEUR, which would be paid in cash and Spinnova’s shares. The planned acquisition is intended to be completed during Q1'27. Tearfil is currently in a Portuguese court-supervised PER restructuring process. Under the letter of intent, Spinnova will provide the company with 1.5 MEUR in bridge loan financing for the duration of the process. We estimate that this funding will be necessary to successfully carry out the restructuring. The loan has an interest rate of 12-month EURIBOR + 2%, and it matures one year after payment. Completion of the transaction is subject to a due diligence review, final approval of the PER plan by creditors and the court, and other conditions.

The company likely had to secure the yarn production part of the value chain

Tearfil has been a key development partner for Spinnova and is already part of the company's ecosystem. According to the company, the acquisition would provide greater control over the conversion of SPINNOVA fiber and accelerate commercialization with brands. While we believe that Spinnova's business model and strategy rely heavily on asset-light technology sales, we consider securing critical yarn manufacturing and spinning capabilities in-house to be an understandable step at this stage. In our opinion, this is underscored by Tearfil's weak financial position and the associated uncertainty about the continuation of its operations. We believe fiber spinnability and yarn quality are essential to promoting the commercial breakthrough of the new textile fiber. Therefore, securing this part of the value chain may be essential for Spinnova to demonstrate the techno-economic competitiveness of its technology.

The investment seems manageable, but the overall picture is still difficult to assess

Spinnova's cash position at the end of H1'26 was 39 MEUR, and in addition, the company plans to raise net proceeds of around 13 MUSD through an IPO in the United States. We consider the 1.5 MEUR bridge loan and the 0.5 MEUR purchase price to be fully manageable investments within the company's cash resources for now, although Spinnova must naturally consider its cash usage carefully as the roadmap to concrete progress in commercializing the technology and achieving positive cash flow remains largely open.

Additionally, we consider it possible that Tearfil's revenue level and, in particular, its debt liabilities will change significantly as a result of the ongoing restructuring before any potential transaction is completed. Therefore, we feel it is still difficult to assess Tearfil's potential contribution to Spinnova's earnings and balance sheet at this stage. We believe that Spinnova's purpose is, above all, to use Tearfil to advance its own technology commercialization efforts rather than to turn around the profitability of Tearfil's previous business. We will continue to monitor Tearfil's restructuring progress and the final terms of the agreement.