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~~July 2224, 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~~None

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 15.0103. ~~Entry~~Amendments ~~into~~to aArticles ~~Material~~of ~~Definitive~~Incorporation ~~Agreement~~or Bylaws; Change in Fiscal Year.

OnAs ~~June~~approved ~~22,~~by ~~2023,~~its ~~Wrac, Ltd.~~stockholders aat ~~Guernsey~~the ~~Limited~~Special ~~Liability~~Meeting ~~Company~~of Stockholders of Williams Rowland Acquisition Corp. (the “~~Seller~~Company”), ~~Williams~~held ~~Rowland~~on ~~Sponsor,~~July ~~LLC~~24, a2023 ~~Delaware~~at ~~Limited~~4:00 ~~Liability~~p.m. ~~Company~~ (the “~~Buyer~~Special Meeting”), the ~~Jonathan~~Company ~~Rowland~~filed ~~and~~an ~~David~~amendment B.to ~~Williams~~its ~~(each,~~Amended aand ~~“Party”~~Restated ~~and,~~Certificate ~~collectively,~~of Incorporation with the ~~“Parties”) entered~~Delaware ~~into~~Secretary aof ~~Securities~~State ~~Purchase~~on ~~Agreement~~July 24, 2023 (the “~~Agreement~~Charter Amendment”), ~~pursuant~~that (i) gives the Company the right to extend the date by which ~~Seller~~Williams ~~transferred~~Rowland ~~2,514,663~~has ~~shares~~to consummate a business combination up to eight (8) times (the “~~Founder~~Extension ~~Shares~~Amendment”), ofeach ~~the~~such ~~common~~extension ~~stock,~~for ~~par~~an ~~value~~additional ~~$0.0001~~one ~~per~~(1) ~~share~~month period (~~the~~each ~~“Common~~an ~~Stock~~“Extension”), ~~of Williams~~from ~~Rowland~~July ~~Acquisition~~29, ~~Corp.~~2023 to March 29, 2024 (such date actually extended being referred to as the “~~Registrant~~Extended Termination Date”) and ~~5,550,000~~(ii) ~~warrants~~removed tofrom ~~purchase~~the Charter the limitation that the Company may not redeem public shares ofto ~~Common~~the ~~Stock~~extent that such redemption would result in the Company having net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the ~~“Warrants”~~Securities ~~and~~Exchange Act of 1934, ~~collectively~~as ~~with~~amended) ~~the~~of ~~Founder~~less ~~Shares~~than $5,000,001 upon consummation of a Business Combination (the “~~Securities~~Redemption Limitation”) ~~constituting~~in ~~all~~order ofto allow the ~~securities~~ ofCompany ~~SPAC~~to ~~owned~~redeem bypublic ~~the~~shares ~~Seller~~irrespective orof ~~Jonathan~~whether ~~Rowland~~such ~~for~~redemption awould ~~payment~~exceed ofthe ~~$300,000~~Redemption Limitation (the “Redemption Limitation Amendment”). AThe ~~copy~~Certificate of ~~the~~Amendment ~~Agreement~~ is filed as Exhibit 103.1 hereto and is incorporated herein by reference.

Item 5.0207. ~~Departure~~Submission of ~~Directors~~Matters orto ~~Certain~~a ~~Officers;~~Vote ~~Election~~ of ~~Directors;~~Security ~~Appointment of Certain Officers; Compensatory Arrangements of Certain Officers~~Holders.

On ~~June~~July 24, 2023, ~~Jonathan~~the ~~Rowland~~Company ~~informed~~held the Special Meeting. On June 30, 2023, ~~Board~~the record date for the Special Meeting, there were 9,216,135 shares of ~~Directors~~common stock of the ~~Registrant~~Company ~~that~~entitled heto ~~was~~be ~~resigning~~voted ~~his~~at ~~positions~~the asSpecial Meeting. aAt ~~director~~the ~~and~~Special asMeeting, ~~co-chief~~8,213,097 ~~executive~~shares ~~officer~~of common stock of the ~~Registrant~~Company or 89.12% of the shares entitled to vote at the Special ~~Mr.~~Meeting ~~Rowland’s~~were ~~resignation~~represented ~~was~~in ~~not~~person ~~due~~or toby ~~any~~proxy. ~~disagreement~~Stockholders ~~with~~voted on the ~~registrant~~Extension Amendment and on ~~any~~the ~~matter~~Redemption ~~relating~~Limitation toAmendment. The results of voting on the ~~Registrant’s~~two ~~operations, policies~~agenda oritems ~~practices.~~voted on at the Special Meeting were as follows (there were no brokernon-votes on either proposal):

~~Item 9~~1.01 ~~Financial~~Extension ~~Statements and Exhibits.~~Amendment

Exhibit		Exhibit Name
10.1		Securities Purchase Agreement
104		Cover Page Interactive Data File

Stockholders approved the Extension Amendment. The voting results were as follows:

FOR		AGAINST		ABSTAIN
8,010,569		202,528		0

~~SIGNATURES~~2. Redemption Limitation Amendment

~~Pursuant~~Stockholders toapproved the ~~requirements~~Redemption ofLimitation ~~the~~Amendment. ~~Securities~~The voting ~~Exchange~~results ~~Act~~were ofas ~~1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.~~follows:

Dated: June 27, 2023
FOR		AGAINST	ABSTAIN
WILLIAMS ROWLAND ACQUISITION CORP.
8,107,055		106,031	11
By:	/s/ David B. Williams
Name:	David B. Williams
Title:	Chief Executive Officer

2Item 8.01. Other Events.

In connection with the vote on the Extension Amendment and the Redemption Limitation Amendment at the Special Meeting, a total of 868,870 shares of common stock were submitted for redemption.

Item 9.01 Financial Statements and Exhibits

Exhibit Number		Description
3.1		Certificate of Amendment
104		Cover Page Interactive Data File, formatted in Inline Extensible Business Reporting Language (iXBRL)

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: July 26, 2023

WILLIAMS ROWLAND ACQUISITION CORP.

By:	/s/ David B. Williams
Name:	David B. Williams
Title:	Chief Executive Officer

Filing Compare · Williams Rowland Acquisition Corp.