Current Report Filing (8-k)
27 Junio 2023 - 3:22PM
Edgar (US Regulatory)
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2023-06-22
2023-06-22
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WRACU:UnitsEachConsistingOfOneShareOfCommonStockAndOnehalfOfOneRedeemableWarrantMember
2023-06-22
2023-06-22
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WRACU:CommonStockParValue0.0001PerShareMember
2023-06-22
2023-06-22
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WRACU:RedeemableWarrantsEachWholeWarrantExercisableForOneShareOfCommonStockAtExercisePriceOf11.50Member
2023-06-22
2023-06-22
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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
June 22, 2023
Date of Report (Date of earliest event reported)
Williams Rowland Acquisition Corp.
(Exact Name of Registrant as Specified in its Charter)
Delaware |
|
001-40659 |
|
86-2603800 |
(State or other jurisdiction
of incorporation) |
|
(Commission File Number) |
|
(I.R.S. Employer
Identification No.) |
450 Post Road East
Westport, CT |
|
06880 |
(Address of Principal Executive Offices) |
|
(Zip Code) |
Registrant’s telephone number, including
area code: (203) 353-7610
N/A
(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 |
☐ | Soliciting
material pursuant to Rule 14a-12 under the Exchange Act |
☐ | Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act |
☐ | Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
|
Trading Symbol |
|
Name of each exchange on which registered |
Units, each consisting of one share of Common Stock and one-half of one Redeemable Warrant |
|
WRACU |
|
NYSE American LLC |
Common Stock, par value $0.0001 per share |
|
WRAC |
|
NYSE American LLC |
Redeemable Warrants, each whole warrant exercisable for one share of Common Stock at an exercise price of $11.50 |
|
WRACW |
|
NYSE American LLC |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities
Exchange Act of 1934 (17 CFR §240.12b-2).
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 1.01. Entry into a Material Definitive Agreement.
On June 22, 2023, Wrac,
Ltd. a Guernsey Limited Liability Company (“Seller”), Williams Rowland Sponsor, LLC, a Delaware Limited Liability Company
(“Buyer”), Jonathan Rowland and David B. Williams (each, a “Party” and, collectively, the “Parties”)
entered into a Securities Purchase Agreement (the “Agreement”) pursuant to which Seller transferred 2,514,663 shares
(the “Founder Shares”) of the common stock, par value $0.0001 per share (the “Common Stock”) of
Williams Rowland Acquisition Corp. (the “Registrant”) and 5,550,000 warrants to purchase shares of Common Stock (the
“Warrants” and, collectively with the Founder Shares, the “Securities”) constituting all of the
securities of SPAC owned by the Seller or Jonathan Rowland for a payment of $300,000. A copy of the Agreement is filed as Exhibit 10.1
hereto and is incorporated herein by reference.
Item 5.02. Departure of Directors or Certain Officers; Election
of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On June 24, 2023, Jonathan Rowland informed the
Board of Directors of the Registrant that he was resigning his positions as a director and as co-chief executive officer of the Registrant.
Mr. Rowland’s resignation was not due to any disagreement with the registrant on any matter relating to the Registrant’s operations,
policies or practices.
Item 9.01 Financial Statements and Exhibits.
SIGNATURES
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.
Dated: June 27, 2023 |
|
|
|
WILLIAMS ROWLAND ACQUISITION CORP. |
|
|
|
By: |
/s/ David B. Williams |
|
Name: |
David B. Williams |
|
Title: |
Chief Executive Officer |
|
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