Bilander Acquisition Corp. Announces Redemption of Class A Common Stock
July 19 2023 - 4:15PM
Business Wire
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.
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version on businesswire.com: https://www.businesswire.com/news/home/20230719777339/en/
Media: Suzanne Hallberg Rubenstein shallberg@rubenstein.com
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