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.
1
© Edgar Online, source Glimpses