References to the "Company," "Bilander Acquisition Corp.," "our," "us" or "we"
refer to Bilander Acquisition Corp. The following discussion and analysis of the
Company's financial condition and results of operations should be read in
conjunction with the unaudited interim condensed financial statements and the
notes thereto contained elsewhere in this report. Certain information contained
in the discussion and analysis set forth below includes forward-looking
statements that involve risks and uncertainties.
Cautionary Note Regarding Forward-Looking Statements
This Quarterly Report on Form 10-Q includes forward-looking statements within
the meaning of Section 27A of the Securities Act of 1933, as amended (the
"Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"). We have based these forward-looking statements on
our current expectations and projections about future events. These
forward-looking statements are subject to known and unknown risks, uncertainties
and assumptions about us that may cause our actual results, levels of activity,
performance or achievements to be materially different from any future results,
levels of activity, performance or achievements expressed or implied by such
forward-looking statements. In some cases, you can identify forward-looking
statements by terminology such as "may," "should," "could," "would," "expect,"
"plan," "anticipate," "believe," "estimate," "continue," or the negative of such
terms or other similar expressions. For information identifying important
factors that could cause actual results to differ materially from those
anticipated in the forward-looking statements, please refer to the Risk Factors
section of the Company's final prospectus for its Initial Public Offering filed
with the U.S. Securities and Exchange Commission (the "SEC"). The Company's
securities filings can be accessed on the EDGAR section of the SEC's website at
www.sec.gov. Except as expressly required by applicable securities law, the
Company disclaims any intention or obligation to update or revise any
forward-looking statements whether as a result of new information, future events
or otherwise.
Overview
We are a blank check company incorporated in Delaware on February 5, 2021. We
were 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 (the "Business Combination"). We are an emerging growth
company and, as such, we are subject to all of the risks associated with
emerging growth companies.
As of June 30, 2021, we had not commenced any operations. All activity for the
period from February 5, 2021 (inception) through June 30, 2021 relates to our
formation and the initial public offering (the "Initial Public Offering"),
described below. We will not generate any operating revenues until after the
completion of the initial Business Combination, at the earliest. We will
generate non-operating income in the form of interest income on cash and cash
equivalents from the proceeds derived from the Initial Public Offering. We have
selected December 31 as our fiscal year end.
Our sponsor is Bilander Holdings LLC, a Delaware limited liability company (the
"Sponsor"). The registration statement for the Company's Initial Public Offering
was declared effective on July 15, 2021 (the "Registration Statement"). On July
20, 2021, we consummated our Initial Public Offering of 15,000,000 units (the
"Units" and, with respect to the Class A common stock included in the Units
being offered, the "Public Shares"), at $10.00 per Unit, generating gross
proceeds of $150.0 million, and incurring offering costs of approximately $8.9
million, of which approximately $5.3 million was for deferred underwriting
commissions and $218,000 was for offering costs allocated to derivative warrant
liabilities. We granted the underwriter a 45-day option to purchase up to an
additional 2,250,000 Units at the Initial Public Offering price to cover
over-allotments, if any. On August 9, 2021, the underwriters purchased an
additional 1,851,598 Units pursuant to the partial exercise of the
over-allotment option. The over-allotment units were sold at an offering price
of $10.00 per Unit, generating additional gross proceeds of $18.5 million. We
incurred additional offering cost of approximately $1.0 million in connection
with the over-allotment, of which approximately $0.6 million was for deferred
underwriting commissions.
Simultaneously with the closing of the Initial Public Offering, we consummated
the private placement ("Private Placement") of 3,500,000 warrants (each, a
"Private Placement Warrant" and collectively, the "Private Placement Warrants")
at a price of $1.50 per Private Placement Warrant to the Sponsor, generating
proceeds of approximately $5.3 million (see Note 4). In connection with the
exercise of the over-allotment option on August 9, 2021, the Sponsor purchased
an additional 246,880 Private Placement Warrants at a purchase price of $1.50
per Private Placement Warrant, generating additional gross proceeds of $370,320.
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Upon the closing of the Initial Public Offering, over-allotment, and the Private
Placement, $168.5 million ($10.00 per Unit) of the net proceeds of the sale of
the Units in the Initial Public Offering, over-allotment, and of the Private
Placement Warrants in the Private Placement were placed in a trust account
("Trust Account") located in the United States with American Stock Transfer &
Trust Company acting as trustee, and invested only in U.S. "government
securities" within the meaning of Section 2(a)(16) of the Investment Company Act
of 1940, as amended (the "Investment Company Act"), having a maturity of 185
days or less or in money market funds meeting certain conditions under Rule 2a-7
promulgated under the Investment Company Act which invest only in direct U.S.
government treasury obligations, as determined by the Company, until the earlier
of: (i) the completion of a Business Combination and (ii) the distribution of
the Trust Account as described below.
Liquidity and Capital Resources
At June 30, 2021, we had cash of $25,000 and working capital deficit of
approximately $569,000.
Our liquidity needs up to June 30, 2021 had been satisfied through the cash
receipt of $25,000 from the Sponsor to purchase Founder Shares (as defined in
Note 4), and loan from the Sponsor of approximately $100,000 under the Note (as
defined in Note 4). The Company repaid the Note in full on July 20, 2021.
Subsequent to the consummation of the Initial Public Offering, the Company's
liquidity has been satisfied through the net proceeds from the consummation of
the Initial Public Offering, over-allotment, and the Private Placement held
outside of the Trust Account. In addition, in order to finance transaction costs
in connection with a Business Combination, the Sponsor or an affiliate of the
Sponsor, or certain of the Company's officers and directors may, but are not
obligated to, provide the Company Working Capital Loans (as defined in Note 4).
As of June 30, 2021, there were no amounts outstanding under any Working Capital
Loan.
Based on the foregoing, our management believes that we will have sufficient
working capital and borrowing capacity to meet our needs through the earlier of
the consummation of a Business Combination or one year from this filing. Over
this time period, we will be using these funds for paying existing accounts
payable, identifying and evaluating prospective initial Business Combination
candidates, performing due diligence on prospective target businesses, paying
for travel expenditures, selecting the target business to merge with or acquire,
and structuring, negotiating and consummating the Business Combination.
Our management continues to evaluate the impact of the COVID-19 pandemic and has
concluded that the specific impact is not readily determinable as of the date of
the financial statements. The unaudited condensed financial statements do not
include any adjustments that might result from the outcome of this uncertainty.
Results of Operations
Our entire activity since inception up to June 30, 2021 was in preparation for
our Initial Public Offering. We will not generate any operating revenues until
the closing and completion of our initial Business Combination, at the earliest.
For the three months ended June 30, 2021, we had a net loss of approximately
$51,000, which consisted of approximately $1,000 in general and administrative
expenses and approximately $50,000 in franchise tax expense.
For the period from February 5, 2021 (inception) through June 30, 2021, we had a
net loss of approximately $90,000, which consisted of approximately $10,000 in
general and administrative expenses and approximately $80,000 in franchise tax
expense.
Contractual Obligations
Registration Rights
The holders of Founder Shares, Private Placement Warrants and warrants that may
be issued upon conversion of Working Capital Loans (and any shares of common
stock issuable upon the exercise of the Private Placement Warrants or warrants
issued upon conversion of the Working Capital Loans and upon conversion of the
Founder Shares), as well as the Forward Purchasers and their permitted
transferees, were entitled to registration rights pursuant to a registration and
stockholder rights agreement signed upon the consummation of the Initial Public
Offering. These holders will be entitled to certain demand and "piggyback"
registration rights. The Company will bear the expenses incurred in connection
with the filing of any such registration statements.
Underwriting Agreement
The underwriters were entitled to an underwriting discount of $0.20 per Unit, or
$3.4 million in the aggregate, paid upon the closing of the Initial Public
Offering (including over-allotment). In addition, the underwriters will be
entitled to a deferred fee of $0.35 per Unit, or $5.9 million in the aggregate.
The deferred fee will become payable to the underwriters from the amounts held
in the Trust Account solely in the event that we complete a Business
Combination, subject to the terms of the underwriting agreement.
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Critical Accounting Policies
Deferred Offering Costs
The Company complies with the requirements of Financial Accounting Standards
Board (FASB) Accounting Standard Codification (ASC) 340-10-S99-1. Deferred
offering costs consist of legal, accounting, underwriting fees and other costs
incurred through the balance sheet date that were directly related to the
Initial Public Offering. Offering costs are allocated to the separable financial
instruments issued in the Initial Public Offering based on a relative fair value
basis, compared to total proceeds received. Offering costs allocated to
derivative warrant liabilities are expensed as incurred, presented as
non-operating expenses in the statement of operations. Offering costs associated
with the Initial Public Offering are charged to stockholders' equity upon the
completion of the Initial Public Offering.
Net Loss Per Share
We comply with accounting and disclosure requirements of FASB ASC Topic 260,
"Earnings Per Share." Net loss per share is computed by dividing net loss by the
weighted average number of shares of common stock outstanding during the period,
excluding common stock subject to forfeiture. Weighted average shares at
June 30, 2021 were reduced for the effect of an aggregate of 750,000 shares of
common stock that are subject to forfeiture if the over-allotment option were
not exercised in full or in part by the underwriters. At June 30, 2021, we did
not have any dilutive securities and other contracts that could, potentially, be
exercised or converted into shares of common stock and then share in the
earnings of our company. As a result, diluted loss per share is the same as
basic loss per share for the period presented.
Recent Accounting Pronouncements
In August 2020, the FASB issued Accounting Standards Update ("ASU") No. 2020-06,
"Debt-Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives
and Hedging-Contracts in Entity's Own Equity (Subtopic 815-40): Accounting for
Convertible Instruments and Contracts in an Entity's Own Equity" ("ASU
2020-06"), which simplifies accounting for convertible instruments by removing
major separation models required under current GAAP. The ASU also removes
certain settlement conditions that are required for equity-linked contracts to
qualify for the derivative scope exception, and it simplifies the diluted
earnings per share calculation in certain areas. The Company adopted ASU 2020-06
on February 5, 2021 (inception) using the modified retrospective method for
transition. Adoption of the ASU 2020-06 did not impact the Company's financial
position, results of operations or cash flows.
The Company's management does not believe that any other recently issued, but
not yet effective, accounting standards updates, if currently adopted, would
have a material effect on the accompanying financial statements.
Off-Balance Sheet Arrangements
As of June 30, 2021, we did not have any off-balance sheet arrangements as
defined in Item 303(a)(4)(ii) of Regulation S-K.
JOBS Act
The JOBS Act contains provisions that, among other things, relax certain
reporting requirements for qualifying public companies. We qualify as an
"emerging growth company" and under the JOBS Act are allowed to comply with new
or revised accounting pronouncements based on the effective date for private
(not publicly traded) companies. We are electing to delay the adoption of new or
revised accounting standards, and as a result, we may not comply with new or
revised accounting standards on the relevant dates on which adoption of such
standards is required for non-emerging growth companies. As a result, the
financial statements may not be comparable to companies that comply with new or
revised accounting pronouncements as of public company effective dates.
Additionally, we are in the process of evaluating the benefits of relying on the
other reduced reporting requirements provided by the JOBS Act. Subject to
certain conditions set forth in the JOBS Act, if, as an "emerging growth
company," we choose to rely on such exemptions we may not be required to, among
other things, (i) provide an auditor's attestation report on our system of
internal controls over financial reporting pursuant to Section 404, (ii) provide
all of the compensation disclosure that may be required of non-emerging growth
public companies under the Dodd-Frank Wall Street Reform and Consumer Protection
Act, (iii) comply with any requirement that may be adopted by the PCAOB
regarding mandatory audit firm rotation or a supplement to the auditor's report
providing additional information about the audit and the financial statements
(auditor discussion and analysis) and (iv) disclose certain executive
compensation related items such as the correlation between executive
compensation and performance and comparisons of the CEO's compensation to median
employee compensation. These exemptions will apply for a period of five years
following the completion of our Initial Public Offering or until we are no
longer an "emerging growth company," whichever is earlier.
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BILANDER ACQUISITION CORP. 
