SAN FRANCISCO, July 20, 2021 /PRNewswire/ -- Bilander
Acquisition Corp. (Nasdaq: TWCBU) (the "Company" or
"Bilander"), a newly organized blank check company formed for
the purpose of effecting a merger, capital stock exchange, asset
acquisition, stock purchase, reorganization, or similar business
combination with one or more businesses and sponsored by an
affiliate of True Wind Capital ("True Wind"), today announced
the closing of its initial public offering of 15,000,000 units at
$10.00 per unit, resulting in gross
proceeds of $150,000,000.
The Company's units began trading on the Nasdaq Capital Market
under the ticker symbol "TWCBU" on July 16,
2021. Each unit consists of one share of the Company's Class
A common stock and one-fourth of one redeemable warrant. Each whole
warrant entitles the holder thereof to purchase one share of the
Company's Class A common stock at a price of $11.50 per share. Once the securities comprising
the units begin separate trading, the Class A common stock and
warrants are expected to be listed on the Nasdaq under the ticker
symbols "TWCB" and "TWCBW," respectively.
In connection with the initial public offering, the Company has
entered into forward purchase agreements with certain institutional
accredited investors that will provide for the aggregate purchase
of at least $50,000,000 of additional
Class A common stock at $10.00 per
share. Any such purchases will take place in a private placement
that will close concurrently with the closing of the Company's
initial business combination.
Bilander has a differentiated "promote" structure relative to
other blank check companies that enhances the alignment of the
interests between the Company's management team, sponsor, and
public shareholders. Specifically, the Company's Class B common
stock acquired by the sponsor (the "founder shares") will
automatically convert into the Company's Class A common stock only
after the Company completes its initial business combination and
when certain triggering events occur, based on the Company's Class
A common stock trading at or above $12.00, $15.00, and
$18.00 per share. Additionally, 100%
of the founder shares are subject to lock up restrictions;
provided, however, after one year following the completion of the
Company's initial business combination, the transfer restrictions
shall not apply to any Class A common stock issued upon conversion
of the founder shares.
Bilander is led by Scott W.
Wagner, Head of Strategic Capital for True Wind, who is
responsible for leading True Wind's SPAC franchise and overseeing
its operations, and James H. Greene,
Jr., a founding partner of True Wind, who will serve as
Chief Executive Officer and Chairman, respectively. Mr. Wagner
brings nearly 30 years of deep operating experience within the
software, internet, consumer media, and data and analytics
sectors.
True Wind's prior SPACs include Nebula Caravel Acquisition Corp.
(NASDAQ: NEBC) and TWC Tech
Holdings II (NASDAQ: TWCT), which
have both announced proposed initial business combinations with A
Place for Rover, Inc. and Cellebrite DI Ltd., respectively. True
Wind's first SPAC, Nebula Acquisition Corp., successfully completed
its initial business combination with Open Lending, LLC (NASDAQ: LPRO) in June 2020.
Morgan Stanley & Co. LLC, Deutsche Bank Securities Inc., and
Evercore Group L.L.C. acted as book-running managers. The Company
has granted the underwriters a 45-day option to purchase up to
2,250,000 additional units at the initial public offering price to
cover over-allotments, if any.
The initial public offering was made only by means of a
prospectus. Copies of the prospectus relating to the offering may
be obtained from Morgan Stanley & Co. LLC, Attn: Prospectus
Department, 180 Varick Street, 2nd Floor, New York, New York 10014, telephone: +1 (866)
718-1649 or email: prospectus@morganstanley.com, Deutsche Bank
Securities Inc., Attn: Prospectus Department, 60 Wall Street,
New York, New York 10005,
telephone: 800-503-4611 or email: prospectus.cpdg@db.com, Evercore
Group L.L.C., Attn: Equity Capital Markets, 55 East 52nd Street,
36th Floor, New York, New York
10055, telephone: (888) 474-0200 or email:
ecm.prospectus@evercore.com.
A registration statement relating to the securities sold in the
initial public offering has been filed with, and declared effective
by, the Securities and Exchange Commission ("SEC") on July 15, 2021. This press release shall not
constitute an offer to sell or the solicitation of an offer to buy,
nor shall there be any sale of these securities in any state or
jurisdiction in which such offer, solicitation, or sale would be
unlawful prior to registration or qualification under the
securities laws of any such state or jurisdiction. The securities
to be sold in the private placement have not been registered under
the Securities Act of 1933, as amended, and may not be offered or
sold in the United States absent
registration or an applicable exemption from the registration
requirements of such Act and applicable state securities laws.
Cautionary Note Concerning Forward-Looking Statements
This press release contains statements that constitute
"forward-looking statements," including with respect to the
initial public offering and the anticipated use of the net proceeds
thereof. No assurance can be given that the funding of the forward
purchase agreements will occur or that the net proceeds of the
offering or forward purchase agreements will be used as indicated.
Forward-looking statements are subject to numerous conditions, many
of which are beyond the control of the Company, including those set
forth in the Risk Factors section of the Company's registration
statement and prospectus for the Company's offering filed with the
SEC. Copies are available on the SEC's website, www.sec.gov. The
Company undertakes no obligation to update these statements for
revisions or changes after the date of this release, except as
required by law.
About Bilander Acquisition Corp.
Bilander Acquisition Corp. is a newly organized blank check
company sponsored by True Wind, a San
Francisco-based, technology-focused private equity firm
managing approximately $1.4 billion.
Bilander is led by Scott W. Wagner,
Head of Strategic Capital for True Wind, who is responsible for
leading True Wind's SPAC franchise and overseeing its operations,
and James H. Greene, Jr., a founding
partner of True Wind, who will serve as Chief Executive Officer and
Chairman, respectively. Mr. Wagner brings nearly 30 years of deep
operating experience within the software, internet, consumer media,
and data and analytics sectors.
Contacts:
Jonathan Gasthalter/Nathaniel Garnick
Gasthalter & Co.
(212) 257-4170
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SOURCE Bilander Acquisition Corp.