UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): July ~~December 10~~19, ~~2021~~ 2023

Bilander Acquisition Corp.

(Exact name of registrant as specified in its charter)

Delaware		001-40426		86-1973248
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

Four Embarcadero Center, Suite 2100

San Francisco, CA 94111

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (415) 780-9975

Not Applicable
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered

Units, each consisting of one share of Class A Common Stock and one-fourth of one Redeemable Warrant	TWCBU	The Nasdaq Stock Market LLC

Class A Common Stock, par value $0.0001 per share	TWCB	The Nasdaq Stock Market LLC

Redeemable Warrants, each whole warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50	TWCBW	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 47.~~02.~~01 ~~Non-Reliance~~Regulation onFD ~~Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review~~Disclosure.

~~Bilander~~On July 19, 2023, Bilander Acquisition Corp. (the “Company”) ~~previously~~ ~~presented~~issued a ~~portion~~press ofrelease ~~its~~announcing ~~shares~~it will redeem all of its outstanding Class A common stock, par ~~sold~~value in0.0001 ~~its~~per ~~initial~~share ~~public offering~~ (~~the~~ “~~Public~~Class ~~Shares”) as~~A ~~permanent~~Common ~~equity to maintain shareholders’ equity greater than $5~~Stock”),~~000,000~~ oneffective ~~the~~as ~~basis that the Company will consummate its initial business combination only if the Company has net tangible assets~~ of atJuly ~~least $5~~26,~~000,001.~~ ~~After discussion and evaluation~~2023, because the Company ~~has~~ ~~concluded~~will ~~that~~not ~~all Public Shares should~~ be ~~classified~~able ~~as temporary equity regardless of the minimum net tangible assets required by~~to ~~the~~consummate ~~Company~~an ~~to complete its~~ initial business combination. Inwithin ~~accordance with SEC Staff Accounting Bulletin No. 99, “Materiality,” and SEC Staff Accounting Bulletin No. 108, “Considering~~ the ~~Effects~~time ofperiod ~~Prior~~required ~~Year~~by ~~Misstatements~~its ~~when~~amended ~~Quantifying Misstatements in Current Year Financial Statements;” the Company evaluated the errors~~ and ~~has~~restated ~~initially~~certificate ~~determined that the related impacts were not material to the previously filed financial statements, but that correcting the cumulative impact~~ of ~~such~~incorporation. ~~errors would be significant~~A tocopy ~~the Company’s balance sheet and the statements~~ of ~~operations for~~ the ~~three~~press ~~months~~release ~~ended~~is ~~September~~furnished 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~~Exhibit ~~equity~~99.1 ~~This~~to ~~reclassification~~this ofCurrent ~~equity was reflected in its Quarterly~~ Report on Form 108-QK ~~for the quarterly period ended September 30, 2021, filed with the Securities~~ and ~~Exchange~~incorporated ~~Commission on~~herein ~~November~~by ~~12, 2021 as a revision~~reference.

~~However,~~The oninformation ~~December~~in ~~7, 2021, the Audit Committee~~this ofItem ~~the~~7.01 ~~Board~~and ~~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 toattached ~~the~~hereto ~~Company’s~~shall ~~Current~~not ~~Report~~be ondeemed ~~Form 8-K~~ “filed” onfor ~~July~~purposes ~~26,~~of ~~2021~~Section ~~and its~~18 ~~unaudited~~of ~~interim financial statements for~~ the ~~quarterly~~Securities ~~period ended September 30, 2021 included in its Quarterly Reports on Form~~Exchange ~~10-Q~~Act ~~filed~~of ~~on November 12~~1934, ~~2021~~as ~~(collectively,~~amended (the “~~Affected~~Exchange ~~Periods~~Act”), ~~should~~or nootherwise ~~longer~~subject ~~be relied upon because the related impact was material~~ to the ~~previously~~liabilities ~~presented~~of ~~financial~~that ~~statements~~section, ~~and~~nor ~~the~~shall ~~revision~~it ~~should~~be ~~have~~deemed incorporated ~~instead~~by ~~been~~reference ~~characterized~~in asany afiling ~~restatement. As~~under ~~a result,~~ the Securities ~~Company~~Act ~~plans~~of to1933, ~~restate~~as ~~its~~amended, ~~financial~~or ~~statements for~~ the Exchange ~~Affected~~Act, ~~Periods~~except inas ~~an amendment to its Current Report on Form~~expressly ~~8-K~~set ~~filed~~forth onby ~~July~~specific ~~26,~~reference ~~2021~~in ~~and~~such ~~an amendment to its Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2021, respectively~~filing.

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 10Forward-~~Q filed~~Looking 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.Statements

~~The~~This ~~above~~document ~~changes~~contains certain ~~did~~“forward-looking ~~not~~statements” ~~have~~within ~~any~~the ~~impact~~meaning onof the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995, including with respect to the Company’s ~~cash~~plan ~~position~~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 ~~cash~~other ~~held~~factors inwhich 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 ~~trust~~Company, ~~account~~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.

~~The Company’s management and the Audit Committee have discussed the matters disclosed in this Form 8-K pursuant to this~~ Item 49.0201 ~~with~~Financial ~~WithumSmith+Brown,~~Statements PCand Exhibits.

1(d) Exhibits

~~SIGNATURE~~The following exhibits are being filed herewith:

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.

Exhibit No.		Description

99.1		Press Release, dated July 19, 2023.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

	Bilander Acquisition Corp.
	By:	/s/ Scott W. Wagner
		Name:	Scott W. Wagner
		Title:	Chief Executive Officer
Dated: December 10, 2021

2SIGNATURE

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: July 19, 2023

Filing Compare · Bilander Acquisition Corp.