Bilander Acquisition closed its IPO of 15 million units at $10 each.
Units trade on the Nasdaq under TWCBU. Each consists of one share of the Company’s Class A common stock and one-fourth of one redeemable warrant; whole warrants exercisable at $11.50 for a share. Once the securities comprising the units begin separate trading, stock and warrants are expected to list under TWCB and TWCBW.
The SPAC also has forward purchase agreements with institutional investors that provide for the aggregate purchase of at least $50 million of additional Class A common stock at the IPO price.
Bilander in its initial S-1 filing said, “members of our management team have been actively in discussions with potential business combination partners in their capacity as officers of TWC Tech Holdings II Corp., an existing blank check company sponsored by an affiliate of our sponsor, and we may pursue business combination partners that had previously been in discussions with TWC Tech Holdings II Corp.’s management team. We may also pursue business combination partners that could be in discussions with Galliot Acquisition,” which is sponsored by an affiliate of Bilander’s sponsor.
Bilander said it 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. The SPAC’s Class B common stock acquired by the sponsor will automatically convert into Class A common stock only after Bilander 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, $15 and $18. 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 do not apply to any Class A common stock issued upon conversion of the founder shares.
Bilander is led by CEO Scott Wagner, head of Strategic Capital for True Wind, and Chairman James Greene, Jr., a founding partner of True Wind.
True Wind’s prior SPACs include Nebula Caravel Acquisition and TWC Tech Holdings II. Both have announced business combinations with A Place for Rover, and Cellebrite DI Ltd., respectively. True Wind’s first SPAC, Nebula Acquisition, completed its merger with Open Lending in June.
Morgan Stanley, Deutsche Bank Securities and Evercore were book-running managers. The underwriters have an over-allotment option to purchase up to 2.25 million additional units. Read more.