UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Item 4.02. Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review.
Bilander Acquisition Corp. (the “Company”) previously presented a portion of its shares of Class A common stock sold in its initial public offering (the “Public Shares”) as permanent equity to maintain shareholders’ equity greater than $5,000,000 on the basis that the Company will consummate its initial business combination only if the Company has net tangible assets of at least $5,000,001. After discussion and evaluation, the Company has concluded that all Public Shares should be classified as temporary equity regardless of the minimum net tangible assets required by the Company to complete its initial business combination. In accordance with SEC Staff Accounting Bulletin No. 99, “Materiality,” and SEC Staff Accounting Bulletin No. 108, “Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements;” the Company evaluated the errors and has initially determined that the related impacts were not material to the previously filed financial statements, but that correcting the cumulative impact of such errors would be significant to the Company’s balance sheet and the statements of operations for the three months ended September 30, 2021 and for the period from February 5, 2021 (inception) through September 30, 2021. Accordingly, the Company has corrected such errors by adjusting its prior financial statements and classified all its Class A ordinary shares as temporary equity. This reclassification of equity was reflected in its Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2021, filed with the Securities and Exchange Commission on November 12, 2021 as a revision.
However, on December 7, 2021, the Audit Committee of the Board of Directors of the Company concluded, after discussion with the Company’s management, that the Company’s audit report of WithumSmith+Brown, PC included in Exhibit 99.1 to the Company’s Current Report on Form 8-K filed on July 26, 2021 and its unaudited interim financial statements for the quarterly period ended September 30, 2021 included in its Quarterly Reports on Form 10-Q filed on November 12, 2021 (collectively, the “Affected Periods”) should no longer be relied upon because the related impact was material to the previously presented financial statements and the revision should have instead been characterized as a restatement. As a result, the Company plans to restate its financial statements for the Affected Periods in an amendment to its Current Report on Form 8-K filed on July 26, 2021 and an amendment to its Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2021, respectively.
As noted above, the Company’s management has concluded that in light of the classification error described above, a material weakness exists in the Company’s internal control over financial reporting and that the Company’s disclosure controls and procedures were not effective. Notwithstanding the misidentification, the Company’s management believes that the financial statements included in the September 30, 2021 Quarterly Report on Form 10-Q filed on November 12, 2021 present fairly in all material respects the Company’s financial position, results of operations and cash flows for the periods presented. The Company intends to include a footnote in its Amended Quarterly Report on Form 10-Q for the quarter ended September 30, 2021 reflecting the restatement for the Affected Periods.
The above changes did not have any impact on the Company’s cash position and cash held in the trust account.
The Company’s management and the Audit Committee have discussed the matters disclosed in this Form 8-K pursuant to this Item 4.02 with WithumSmith+Brown, PC.
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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: December 10, 2021 | |||
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