TWCBU Bilander Acquisition Corporation

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

 

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

Date of Report (Date of earliest event reported): July 19, 2023

 

Bilander Acquisition Corp.

(Exact name of registrant as specified in its charter)

 

Delaware		001-40426		86-1973248
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

 

Four Embarcadero Center, Suite 2100

San Francisco, CA 94111

(Address of principal executive offices, including zip code)

 

Registrant’s telephone number, including area code: (415) 780-9975

 

Not Applicable
(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Units, each consisting of one share of Class A Common Stock and one-fourth of one Redeemable Warrant		TWCBU		The Nasdaq Stock Market LLC
Class A Common Stock, par value $0.0001 per share		TWCB		The Nasdaq Stock Market LLC
Redeemable Warrants, each whole warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50		TWCBW		The Nasdaq Stock Market LLC

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company ☒

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

Item 7.01 Regulation FD Disclosure.

 

On July 19, 2023, Bilander Acquisition Corp. (the “Company”) issued a press release announcing it will redeem all of its outstanding Class A common stock, par value 0.0001 per share (“Class A Common Stock”), effective as of July 26, 2023, because the Company will not be able to consummate an initial business combination within the time period required by its amended and restated certificate of incorporation. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.

 

The information in this Item 7.01 and Exhibit 99.1 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.

 

Forward-Looking Statements

 

This document contains certain “forward-looking statements” within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995, including with respect to the Company’s plan to redeem all of its outstanding shares of Class A Common Stock. These forward-looking statements are generally identified by words such as “anticipate,” “believe,” continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “strive,” “will,” “would” or the negatives of these words or words of similar meaning. Such forward-looking statements are subject to risks, uncertainties, and other factors which could cause actual results to differ materially from those expressed or implied by such forward-looking statements. These forward-looking statements are based upon estimates and assumptions that, while considered reasonable by the Company, are inherently uncertain. You are cautioned not to place undue reliance on these forward-looking statements, and the Company assumes no obligation to update or revise these forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits

 

The following exhibits are being filed herewith:

 

Exhibit No.		Description
99.1		Press Release, dated July 19, 2023.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

 

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

	Bilander Acquisition Corp.
	By:	/s/ Scott W. Wagner
		Name:	Scott W. Wagner
		Title:	Chief Executive Officer
Dated: July 19, 2023

 

 

Exhibit 99.1

 

Bilander Acquisition Corp. Announces

Redemption of Class A Common Stock

 

San Francisco – July 19, 2023 – Bilander Acquisition Corp. (NASDAQ: TWCB) (the “Company”) today announced that it will redeem all of its outstanding Class A common stock, par value 0.0001 per share (“Class A Common Stock”), effective as of July 26, 2023, because the Company will not consummate an initial business combination within the time period required by its amended and restated certificate of incorporation (the “Charter”).

 

As stated in the Company’s Charter, if the Company does not consummate an initial business combination within 24 months of the closing of the Company’s initial public offering, or July 20, 2023, the Company will: (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but no more than ten business days thereafter, subject to lawfully available funds therefor, redeem the Class A Common Stock, at a per share price, payable in cash, equal to the aggregate amount then on deposit in the Company’s trust account (the “Trust Account”) with American Stock Transfer & Trust Company (“AST”) acting as trustee, including interest (net of permitted withdrawals and up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding shares of Class A Common Stock, which redemption will completely extinguish the stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law; and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our board of directors, dissolve and liquidate, subject in each case to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law.

 

Net of taxes and dissolution expenses, the per-share redemption price for the Class A Common Stock is expected to be approximately $10.25 (the “Redemption Amount”).

 

The Company anticipates that the Class A Common Stock will cease trading as of the close of business on July 25, 2023. As of July 26, 2023, the Class A Common Stock will be deemed cancelled and will represent only the right to receive the Redemption Amount. After July 26, 2023, the Company shall cease all operations except for those required to wind up the Company’s business.

 

There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless. The Company’s initial stockholders waived their redemption rights with respect to the outstanding Class B common stock issued prior to the Company’s initial public offering.

 

In order to provide for the disbursement of funds from the Trust Account, the Company has instructed AST to take all necessary actions to liquidate the Trust Account. Registered holders may redeem their shares for their pro rata portion of the proceeds of the Trust Account upon presentation of their respective share or unit certificates or other delivery of their shares or units to AST, the Company’s transfer agent. Beneficial owners of Class A Common Stock held in “street name,” however, will not need to take any action in order to receive the Redemption Amount. The redemption of the Class A Common Stock is expected to be completed within ten business days after July 20, 2023.

 

The Company expects that The Nasdaq Stock Market LLC will file a Form 25 with the U.S. Securities and Exchange Commission (the “SEC”) to delist the Company’s securities. The Company thereafter expects to file a Form 15 with the SEC to terminate the registration of its securities under the Securities Exchange Act of 1934, as amended.

 

 

 

About the Company

 

The Company is a blank check company sponsored by True Wind Capital (“True Wind”), a San Francisco-based private investment firm that invests across the full spectrum of strategies and partners with management teams of world class technology businesses - spanning software, data analytics, tech-enabled services, internet, financial technology, industrial technology, healthcare IT, and hardware – to transform industries.

Forward Looking-Statements

This press release contains certain “forward-looking statements” within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995, including with respect to the Company’s plan to redeem all of its outstanding shares of Class A Common Stock. These forward-looking statements are generally identified by words such as “anticipate,” “believe,” continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “strive,” “will,” “would” or the negatives of these words or words of similar meaning. Such forward-looking statements are subject to risks, uncertainties, and other factors which could cause actual results to differ materially from those expressed or implied by such forward-looking statements. These forward-looking statements are based upon estimates and assumptions that, while considered reasonable by the Company, are inherently uncertain. You are cautioned not to place undue reliance on these forward-looking statements, and the Company assumes no obligation to update or revise these forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

 

Media Contact:

Suzanne Hallberg

Rubenstein

shallberg@rubenstein.com

 

 

 

 

v3.23.2

Cover	Jul. 19, 2023
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jul. 19, 2023
Entity File Number	001-40426
Entity Registrant Name	Bilander Acquisition Corp.
Entity Central Index Key	0001845618
Entity Tax Identification Number	86-1973248
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	Four Embarcadero Center
Entity Address, Address Line Two	Suite 2100
Entity Address, City or Town	San Francisco
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	94111
City Area Code	415
Local Phone Number	780-9975
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false
Units, each consisting of one share of Class A Common Stock and one-fourth of one Redeemable Warrant
Title of 12(b) Security	Units, each consisting of one share of Class A Common Stock and one-fourth of one Redeemable Warrant
Trading Symbol	TWCBU
Security Exchange Name	NASDAQ
Class A Common Stock, par value $0.0001 per share
Title of 12(b) Security	Class A Common Stock, par value $0.0001 per share
Trading Symbol	TWCB
Security Exchange Name	NASDAQ
Redeemable Warrants, each whole warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50
Title of 12(b) Security	Redeemable Warrants, each whole warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50
Trading Symbol	TWCBW
Security Exchange Name	NASDAQ

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