Spinnova has signed a binding 1.5-million-euro ($1.7 million) loan agreement to provide bridge financing to Tearfil, the Portuguese yarn spinner it intends to acquire, the Finnish fiber technology company announced Sept. 30.

The deal formalizes financing outlined Sept. 17, when Spinnova disclosed a nonbinding letter of intent to acquire all of Tearfil's shares. Spinnova said the signed agreement retains the key terms previously announced.

The loan will cover Tearfil's operating costs during its debt restructuring. The Guimarães-based mill is using PER, a Portuguese court process that lets a company negotiate with creditors without suspending operations.

Deal Terms and Timeline

Spinnova's initial purchase valuation for Tearfil stands at 500,000 euros (about $567,000), payable in cash and Spinnova shares. The companies target completion in the first quarter of 2027, subject to due diligence, Spinnova board approval, final approval of Tearfil's restructuring plan and definitive agreements.

Repayment falls due one year after disbursement, with interest set at the 12-month Euribor rate plus 2 percentage points. Provisions could require earlier repayment if Spinnova walks away from the purchase.

"Tearfil has been an important partner for Spinnova, playing a key role in advancing Spinnova fiber toward commercial applications," CEO Janne Poranen said in the Sept. 17 statement. "Bringing these capabilities into Spinnova would strengthen our ability to support broader adoption of Spinnova fiber and advance the commercial scaling of our technology."

A Deepening Production Tie

The relationship is not new. Spinnova and Tearfil signed a yarn development agreement in June 2023, selecting Tearfil's Guimarães mill as the site for Spinnova's R&D yarn-spinning line.

Spinnova had originally planned to install the line in Jyväskylä, Finland. Relocating it to Portugal gave the company access to Tearfil's spinning expertise and the surrounding textile industry while cutting expected capital and operating costs. Tearfil operates the equipment; Spinnova uses part of its capacity for product development.

Rieter supplied the machinery. The partners inaugurated the line in May 2024 and use it to test Spinnova fiber and develop yarns for different textile applications — work aimed at helping manufacturers process the material at commercial scale.

In January 2026, the partners signed another nonbinding letter of intent, this time to secure fiber volumes from Spinnova. Tearfil, which has operated since 1973, said it would bring yarn blends containing the fiber to the European market.

Spinnova has also tested other feedstocks. In August 2023, Business Finland awarded it a grant of up to 1.9 million euros (about $2.2 million) to develop pilot-scale production using textile and agricultural waste, including a refining setup for processing waste and recycling Spinnova's own fiber.

Financing Coincides With U.S. Listing Push

The Tearfil financing comes as Spinnova advances plans to enter U.S. public markets. At an extraordinary general meeting on Sept. 28, shareholders approved a U.S. initial public offering and a dual listing on the Nasdaq Capital Market.

Shareholders also authorized the board to issue up to 45.9 million shares in connection with the listing — roughly 87.7 percent of the company's existing share count as of the Sept. 4 meeting notice. The authorization runs through Feb. 28, 2027. It gives the board authority to set the offering's terms; it does not mean those shares have been issued.

Spinnova said Sept. 22 that it expects the dual listing to be completed in the fourth quarter of 2026, subject to Nasdaq approval, applicable listing requirements and market conditions. Its shares will continue trading on Nasdaq First North Growth Market Finland regardless of whether the U.S. listing proceeds.

What Buyers Should Watch

For brands and mills evaluating Spinnova fiber programs, the transaction concentrates spinning know-how for the material inside a single supplier — one that must first clear a court-supervised restructuring. Sourcing teams should track three gates: approval of Tearfil's PER plan, Spinnova board sign-off on the acquisition, and completion of the Nasdaq listing that will fund the scale-up.