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SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Williams Rowland Acquisition C Redeemable Warrants, each exercisable for one share of Common Stock at an exercise price of $11.50
SEC Filings (Chronological Order)
На этой странице представлен полный хронологический список документов SEC, за исключением документов о собственности, которые мы предоставляем в других местах.
| March 14, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number 001-40659 Williams Rowland Acquisition Corp. (Exact name of registrant as sp |
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| March 8, 2024 |
NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES NYSE American LLC hereby notifies the SEC of its intention to remove the entire class of the stated securities from listing and registration on the Exchange at the opening of business on March 19, 2024, pursuant to the provisions of Rule 12d2-2 (a). |
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| February 29, 2024 |
Williams Rowland Acquisition Corp. Announces Liquidation Price Exhibit 99.1 Williams Rowland Acquisition Corp. Announces Liquidation Price Westport, CT, Feb. 28, 2024 (GLOBE NEWSWIRE) - Williams Rowland Acquisition Corp. (NYSE American: WRAC) (the “Company”), a publicly-traded special purpose acquisition company, today announced that the liquidation price holders of its public shares will receive in connection with the Company’s previously-announced planned l |
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| February 29, 2024 |
Regulation FD Disclosure, Financial Statements and Exhibits 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 February 28, 2024 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) |
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| February 14, 2024 |
SC 13G/A 1 tm245838d33sc13g.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2 (Amendment No. 2) Williams Rowland Acquisition Corp. (Name of Issuer) Common stock, par value $0.0001 per share (Titl |
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| November 20, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to WILLIAMS ROWLAND ACQUISITION CORP. (Exact Name of Reg |
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| November 14, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC FILE NUMBER 001-40659 CUSIP NUMBER 96951B 201 (Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K☒ Form 10-Q ☐ Form 10-D Form N-CEN ☐ Form N-CSR For Period Ended: September 30, 2023 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Tran |
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| August 22, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to WILLIAMS ROWLAND ACQUISITION CORP. (Exact Name of Registra |
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| August 14, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC FILE NUMBER 001-40659 CUSIP NUMBER 96951B 201 (Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K☒ Form 10-Q ☐ Form 10-D Form N-CEN ☐ Form N-CSR For Period Ended: June 30, 2023 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transitio |
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| July 26, 2023 |
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 July 24, 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) (Co |
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| July 26, 2023 |
Exhibit 3.1 CERTIFICATE OF AMENDMENT TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF WILLIAMS ROWLAND ACQUISITION CORP. July 24, 2023 Williams Rowland Acquisition Corp., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corporation is “Williams Rowland Acquisition Corp.” The original cert |
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| July 17, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for the us |
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| July 14, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for the us |
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| July 10, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Amendment No. 1) (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confid |
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| June 27, 2023 |
Exhibit 10.1 Securities Purchase Agreement This Securities Purchase Agreement (this “Agreement”), dated as of the 22nd day of June 2023, is entered into between 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”). Recitals |
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| June 27, 2023 |
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) (Co |
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| June 27, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for the us |
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| June 22, 2023 |
NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES NYSE American LLC ("NYSE American" or the "Exchange") hereby notifies the Securities and Exchange Commission (the "Commission") of its intention to remove Redeemable Warrants, each exercisable for one share of Common Stock at an exercise price of $11. |
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| June 14, 2023 |
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 13, 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) (Co |
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| May 22, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to WILLIAMS ROWLAND ACQUISITION CORP. (Exact Name of Registr |
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| May 15, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC FILE NUMBER 001-40659 CUSIP NUMBER 96951B 201 (Check One): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-CEN ☐ Form N-CSR For Period Ended: March 31, 2023 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Trans |
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| April 18, 2023 |
Exhibit 4.5 DESCRIPTION OF SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED The following description sets forth certain material terms and provisions of the securities of Williams Rowland Acquisition Corp. (“we,” “us” or “our”) that are registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The following |
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| April 18, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 or ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-40659 WILLIAMS ROWLAND ACQUISITION CO |
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| March 31, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC FILE NUMBER 001-40659 CUSIP NUMBER 96951B 201 (Check One): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D Form N-CEN ☐ Form N-CSR For Period Ended: December 31, 2022 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Tran |
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| March 22, 2023 |
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 March 18, 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) (C |
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| March 6, 2023 |
UNITED STATES OMB APPROVAL SECURITIES AND EXCHANGE COMMISSION OMB Number: 3235-0080 Washington, D. |
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| February 15, 2023 |
Williams Rowland Acquisition Corp. To Transfer Listing To NYSE American Exhibit 99.1 Williams Rowland Acquisition Corp. To Transfer Listing To NYSE American Westport, CT, Feb. 14, 2023 (GLOBE NEWSWIRE) - Williams Rowland Acquisition Corp. (NYSE: WRAC, WRAC.UN, WRAC.WT) (“Williams Rowland”), announced today that it will transfer its listing from the New York Stock Exchange (the “NYSE”) to the NYSE American LLC (the “NYSE American”). Williams Rowland received written co |
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| February 15, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 Williams Rowland Acquisition Corp. |
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| February 15, 2023 |
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 February 14, 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) |
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| February 14, 2023 |
EX-99.1 2 tm235349d29ex1.htm EXHIBIT 1 Exhibit 1 POWER OF ATTORNEY FOR CERTAIN REGULATORY FILINGS INCLUDING CERTAIN FILINGS UNDER THE SECURITIES EXCHANGE ACT OF 1934 AND THE INVESTMENT ADVISERS ACT OF 1940 I, David E. Shaw, hereby make, constitute, and appoint each of: Edward Fishman, Julius Gaudio, Martin Lebwohl, Maximilian Stone, David Sweet, Nathan Thomas, and Eric Wepsic, acting individually, |
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| February 14, 2023 |
WRAC / Williams Rowland Acquisition Corp / D. E. SHAW & CO, L.P. - SC 13G/A Passive Investment SC 13G/A 1 tm235349d29sc13ga.htm SC 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Amendment No. 1) Under the Securities Exchange Act of 1934 Williams Rowland Acquisition Corp. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 96951B102 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Che |
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| February 14, 2023 |
EX-99.2 3 tm235349d29ex2.htm EXHIBIT 2 Exhibit 2 POWER OF ATTORNEY FOR CERTAIN REGULATORY FILINGS INCLUDING CERTAIN FILINGS UNDER THE SECURITIES EXCHANGE ACT OF 1934 AND THE INVESTMENT ADVISERS ACT OF 1940 I, David E. Shaw, hereby make, constitute, and appoint each of: Edward Fishman, Julius Gaudio, Martin Lebwohl, Maximilian Stone, David Sweet, Nathan Thomas, and Eric Wepsic, acting individually, |
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| February 14, 2023 |
SC 13G/A 1 formsc13ga.htm FORM SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Williams Rowland Acquisition Corp (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 96951B102 (CUSIP Number) December 31, 2022 (Date of Event which Requires Filing of this Statement) |
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| February 14, 2023 |
EX-99.3 4 tm235349d29ex3.htm EXHIBIT 3 Exhibit 3 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, each of the undersigned Reporting Persons hereby agrees to the joint filing, along with all other such Reporting Persons, on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the Common |
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| February 8, 2023 |
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing 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 February 7, 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) |
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| January 25, 2023 |
SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 2)* Williams Rowland Acquisition Corp. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 96951B102 (CUSIP Number) December 31, 2022 (Date of event which requires filing of this statement) Check the appropriate box to designate the |
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| December 23, 2022 |
Exhibit 3.1 Delaware The First State I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF AMENDMENT OF ?WILLIAMS ROWLAND ACQUISITION CORP.?, FILED IN THIS OFFICE ON THE TWENTY-SECOND DAY OF DECEMBER, A.D. 2022, AT 6:07 O?CLOCK P.M. 5438949 8100 Authentication: 205175648 SR# 20224358743 Date: 12-22-22 You |
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| December 23, 2022 |
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 December 22, 2022 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) |
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| December 21, 2022 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events 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 December 20, 2022 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) |
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| December 15, 2022 |
Form of Non-Redemption Agreement. Exhibit 10.1 FORM OF NON-REDEMPTION AGREEMENT SPAC: Williams Rowland Acquisition Corporation, a Delaware Corporation (?SPAC?). Sponsors: Williams Rowland Sponsor LLC Wrac Ltd. Investor: [ ] Investor Agreements: Investor represents that it owns as of December 2, 2022, the record date for the SPAC?s special meeting to be held on December 22, 2022, with respect to the SPAC?s stockholder vote in conne |
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| December 15, 2022 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits 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 December 14, 2022 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) |
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| December 8, 2022 |
WRAC / Williams Rowland Acquisition Corp / Beryl Capital Management LLC Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Williams Rowland Acquisition Corp. (Name of Issuer) Common Stock, par value $0.0001 (Title of Class of Securities) 96951B102 (CUSIP Number) November 28, 2022 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate th |
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| December 7, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive Proxy State |
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| December 6, 2022 |
DEF 14A 1 def14a1222williamsrowland.htm DEFINITIVE PROXY STATEMENT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the approp |
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| November 16, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for the us |
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| November 14, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to WILLIAMS ROWLAND ACQUISITION CORP. (Exact Name of Reg |
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| August 15, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to WILLIAMS ROWLAND ACQUISITION CORP. (Exact Name of Registra |
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| May 23, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to WILLIAMS ROWLAND ACQUISITION CORP. (Exact Name of Registr |
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| May 17, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC FILE NUMBER 001-40659 CUSIP NUMBER 96951B 201 (Check One): ? Form 10-K ? Form 20-F ? Form 11-K ? Form 10-Q ? Form 10-D ? Form N-CEN ? Form N-CSR For Period Ended: March 31, 2022 ? Transition Report on Form 10-K ? Transition Report on Form 20-F ? Transition Report on Form 11-K ? Trans |
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| April 22, 2022 |
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing 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 April 18, 2022 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) (C |
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| April 21, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 or ? TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-40659 WILLIAMS ROWLAND ACQUISITION CO |
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| April 1, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC FILE NUMBER 001-40659 CUSIP NUMBER 96951B 201 (Check One): ? Form 10-K? ? Form 20-F ? Form 11-K ? Form 10-Q ? Form 10-D Form N-CEN ? Form N-CSR For Period Ended: December 31, 2021 ? Transition Report on Form 10-K ? Transition Report on Form 20-F ? Transition Report on Form 11-K ? Tra |
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| February 16, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.)* Williams Rowland Acquisition Corp (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 96951B102 (CUSIP Number) January 31, 2022 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the r |
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| February 14, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO ? 240.13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO ? 240.13d-2 (Amendment No. 1)* Williams Rowland Acquisition Corp. (Name of Issuer) Common Stock, par value $0.0001 (Title of Class of Securities) 96951B102 (CUSIP Number) |
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| February 14, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Williams Rowland Acquisition Corp (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 96951B102 (CUSIP Number) December 31, 2021 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate |
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| February 11, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.)* Williams Rowland Acquisition Corp. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 96951B102 (CUSIP Number) December 31, 2021 (Date of Event which Requires Filing of this Statement) Check the appropriate box to des |
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| February 9, 2022 |
WRAC / Williams Rowland Acquisition Corp / HIGHBRIDGE CAPITAL MANAGEMENT LLC Passive Investment SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Williams Rowland Acquisition Corp. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 96951B102 (CUSIP Number) December 31, 2021 (Date of event which requires filing of this statement) Check the appropriate box to designate the |
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| November 15, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to WILLIAMS ROWLAND ACQUISITION CORP. (Exact Name of Reg |
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| October 29, 2021 |
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 October 23, 2021 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) |
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| October 22, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Williams Rowland Acquisition Corp (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 96951B102 (CUSIP Number) October 14, 2021 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the |
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| September 9, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to WILLIAMS ROWLAND ACQUISITION CORP. (Exact Name of Registra |
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| August 11, 2021 |
WILLIAMS ROWLAND ACQUISITION CORP BALANCE SHEET JULY 29, 2021 Exhibit 99.1 WILLIAMS ROWLAND ACQUISITION CORP BALANCE SHEET JULY 29, 2021 Pro Forma July 29, 2021 Adjustments As Adjusted (unaudited) (unaudited) Assets: Cash $ 29,090 $ 1,900,000 (a) $ 1,929,090 Prepaid expenses 386,900 - 386,900 Total current assets 415,990 1,900,000 2,315,990 Prepaid expenses ? non-current portion 359,521 - 359,521 Cash held in trust account(1) 205,900,000 (1,900,000 ) (a) 234 |
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| August 11, 2021 |
Financial Statements and Exhibits, Other Events 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 August 5, 2021 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) (C |
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| August 9, 2021 |
EX-99.2 3 tm2124561d1ex2.htm EXHIBIT 2 Exhibit 2 POWER OF ATTORNEY FOR CERTAIN REGULATORY FILINGS INCLUDING CERTAIN FILINGS UNDER THE SECURITIES EXCHANGE ACT OF 1934 AND THE INVESTMENT ADVISERS ACT OF 1940 I, David E. Shaw, hereby make, constitute, and appoint each of: Edward Fishman, Julius Gaudio, Martin Lebwohl, Maximilian Stone, David Sweet, Nathan Thomas, and Eric Wepsic, acting individually, |
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| August 9, 2021 |
D. E. SHAW & CO, L.P. - SC 13G SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 Williams Rowland Acquisition Corp. (Name of Issuer) Common Stock, $0.0001 par value per share (Title of Class of Securities) 96951B2011 (CUSIP Number) July 29, 2021 (Date of Event Which Requires Filing of this Statement) Check the following box to designate the rule pursuant to which th |
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| August 9, 2021 |
Exhibit 3 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, each of the undersigned Reporting Persons hereby agrees to the joint filing, along with all other such Reporting Persons, on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the Common Stock, $0. |
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| August 9, 2021 |
Exhibit 1 POWER OF ATTORNEY FOR CERTAIN REGULATORY FILINGS INCLUDING CERTAIN FILINGS UNDER THE SECURITIES EXCHANGE ACT OF 1934 AND THE INVESTMENT ADVISERS ACT OF 1940 I, David E. |
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| August 6, 2021 |
HIGHBRIDGE CAPITAL MANAGEMENT LLC - WILLIAMS ROWLAND ACQUISITION CORP. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Williams Rowland Acquisition Corp. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 96951B201** (CUSIP Number) July 29, 2021 (Date of event which requires filing of this statement) Check the appropriate box to designate the rule |
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| August 4, 2021 |
WILLIAMS ROWLAND ACQUISITION CORP. INDEX TO FINANCIAL STATEMENT Exhibit 99.1 WILLIAMS ROWLAND ACQUISITION CORP. INDEX TO FINANCIAL STATEMENT Page Report of Independent Registered Public Accounting Firm F-2 Balance Sheet as of July 29, 2021 F-3 Notes to Financial Statement F-4 F-1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Stockholders and Board of Directors of Williams Rowland Acquisition Corp. Opinion on the Financial Statement We have aud |
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| August 4, 2021 |
Financial Statements and Exhibits, Other Events 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 July 26, 2021 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) (Co |
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| July 30, 2021 |
Williams Rowland Acquisition Corp. Announces Pricing of $200 Million Initial Public Offering Exhibit 99.1 Williams Rowland Acquisition Corp. Announces Pricing of $200 Million Initial Public Offering Westport, CT ? July 26, 2021 ? Williams Rowland Acquisition Corp. (the ?Company?), a newly organized blank check company incorporated as a Delaware corporation and led by Co-Chief Executive Officers, David ?Tiger? Williams and Jonathan Rowland, today announced the pricing of its initial public |
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| July 30, 2021 |
Exhibit 10.8 July 26, 2021 Williams Rowland Acquisition Corp. 450 Post Road East Westport, CT 06880 Re: Initial Public Offering Ladies and Gentlemen: This letter (this ?Letter Agreement?) is being delivered to you in accordance with the Underwriting Agreement (the ?Underwriting Agreement?) by and between William Rowland Acquisition Corp, a Delaware corporation (the ?Company?), and Oppenheimer & Co |
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| July 30, 2021 |
Subscription Agreements, dated April 14, 2021, by and between the Registrant and the Sponsors Exhibit 10.7 Williams Rowland Acquisition Corp 450 Post Road East Westport, CT 06880 April 14, 2021 Williams Rowland Sponsor LLC 450 Post Road East Suite 120 Westport, CT 06880 RE: Subscription Agreement for Founder Shares Ladies and Gentlemen: We are pleased to accept the offer Williams Rowland Sponsor LLC (the ?Subscriber? or ?you?) has made to purchase 2,875,000 shares (?Founder Shares?) of the |
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| July 30, 2021 |
Williams Rowland Acquisition Corp. Announces Closing of $200 Million Initial Public Offering Exhibit 99.2 Williams Rowland Acquisition Corp. Announces Closing of $200 Million Initial Public Offering Westport, CT ? July 29, 2021 ? Williams Rowland Acquisition Corp. (the ?Company?), a newly organized blank check company incorporated as a Delaware corporation and led by Co-Chief Executive Officers, David ?Tiger? Williams and Jonathan Rowland, today announced the closing of its initial public |
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| July 30, 2021 |
Exhibit 1.1 WILLIAMS ROWLAND ACQUISITION CORP. 20,000,000 Units Underwriting Agreement July 26, 2021 Oppenheimer & Co. Inc. 85 Broad Street, Floor 23 New York, New York 10004 Ladies and Gentlemen: Williams Rowland Acquisition Corp., a newly formed blank check company formed as a Delaware corporation (the ?Company?), proposes, subject to the terms and conditions stated in this agreement (this ?Agre |
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| July 30, 2021 |
Exhibit 10.1 July 26, 2021 Williams Rowland Acquisition Corp. 450 Post Road East Westport, CT 06880 Re: Initial Public Offering Ladies and Gentlemen: This letter (this ?Letter Agreement?) is being delivered to you in accordance with the Underwriting Agreement (the ?Underwriting Agreement?) by and between William Rowland Acquisition Corp, a Delaware corporation (the ?Company?), and Oppenheimer & Co |
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| July 30, 2021 |
Exhibit 10.5 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this ?Agreement?) is made as of July 26, 2021, by and between William Rowland Acquisition Corp., a Delaware corporation (the ?Company?), and David B. Williams (?Indemnitee?). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors, officers or in other capacities unless they ar |
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| July 30, 2021 |
Exhibit 10.6 PRIVATE PLACEMENT WARRANTS SUBSCRIPTION AGREEMENT THIS PRIVATE PLACEMENT WARRANTS SUBSCRIPTION AGREEMENT, dated as of July 26, 2021 (as it may from time to time be amended and including all exhibits referenced herein, this ?Agreement?), is entered into by and between Williams Rowland Acquisition Corp., a Delaware corporation (the ?Company?) and Williams Rowland Sponsor LLC , a Delawar |
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| July 30, 2021 |
Exhibit 4.1 WARRANT AGREEMENT This WARRANT AGREEMENT (this ?Agreement?) is made as of July 26, 2021 between Williams Rowland Acquisition Corp., a Delaware corporation, with offices at 450 Post Road East, Westport Connecticut, 06880 (?Company?), and Continental Stock Transfer & Trust Company, a New York corporation, with offices at 1 State Street, New York, New York 10004, as warrant agent (?Warran |
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| July 30, 2021 |
Exhibit 10.4 Williams Rowland Acquisition Corp. 450 Post Road East Westport, CT 06880 July 26, 2021 Williams Trading LLC 450 Post Road East Westport, CT 06880 Re: Administrative Support Agreement Ladies and Gentlemen: This letter agreement by and between Williams Rowland Acquisition Corp. (the ?Company?) and Williams Trading LLC (?Provider?), dated as of the date hereof, will confirm our agreement |
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| July 30, 2021 |
Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF WILLIAMS ROWLAND ACQUISITION CORP. July 26, 2021 Williams Rowland Acquisition Corp., a corporation organized and existing under the laws of the State of Delaware (the ?Corporation?), DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corporation is ?Williams Rowland Acquisition Corp.? The original certificate of incorporation of the |
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| July 30, 2021 |
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 July 26, 2021 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) (Co |
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| July 30, 2021 |
Exhibit 10.3 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this ?Agreement?), dated as of July 26, 2021, is made and entered into by and among Williams Rowland Acquisition Corp., a Delaware corporation (the ?Company?), Williams Rowland Sponsor LLC, a Delaware limited liability company, and WRAC Ltd, a Guernsey company (collectively, the ?Sponsor? and the ?Founders?), and the un |
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| July 30, 2021 |
Exhibit 10.2 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this ?Agreement?) is made effective as of July 26, 2021, by and between Williams Rowland Acquisition Corp., a Delaware corporation (the ?Company?), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company (the ?Trustee?). WHEREAS, the Company?s registration statement on Fo |
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| July 28, 2021 |
$200,000,000 Williams Rowland Acquisition Corp. 20,000,000 Units 424B4 1 f424b40721williamsrowland.htm PROSPECTUS PROSPECTUS Filed Pursuant to Rule 424(b)(4) Registration No. 333-257396 $200,000,000 Williams Rowland Acquisition Corp. 20,000,000 Units Williams Rowland Acquisition Corp. is a newly organized blank check company formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combin |
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| July 27, 2021 |
Radcliffe Capital Management, L.P. - SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO ? 240.13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO ? 240.13d-2 (Amendment No. )* Williams Rowland Acquisition Corp. (Name of Issuer) Common Stock, par value $0.0001 (Title of Class of Securities) 96951B201** (CUSIP Number |
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| July 26, 2021 |
8-A12B 1 ea144711-8a12bwilliamsacq.htm 8-A12B UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 Williams Rowland Acquisition Corp. (Exact Name of Registrant as Specified in its Charter) Delaware 86-2603800 (State of Incorporation (I.R.S. Employer |
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| July 22, 2021 |
* * * [Signature Page Follows] CORRESP 1 filename1.htm July 22, 2021 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Christopher Dunham Maryse Mills-Apenteng Re: Williams Rowland Acquisition Corp. Registration Statement on Form S-1, as Amended File No. 333-257396 Ladies and Gentlemen: Pursuant to Rule 461 of the General Rules and Regulations under |
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| July 22, 2021 |
Williams Rowland Acquisition Corp. 450 Post Road East Westport, CT 06880 CORRESP 1 filename1.htm Williams Rowland Acquisition Corp. 450 Post Road East Westport, CT 06880 July 22, 2021 VIA EDGAR & TELECOPY Ms. Maryse Mills-Apenteng Mr. Christopher Dunham Division of Corporation Finance Office of Real Estate and Construction U.S. Securities & Exchange Commission 100 F Street, NE Washington, D.C. 20549 RE: Williams Rowland Acquisition Corp. (the “Company”) Registration St |
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| July 16, 2021 |
CORRESP 1 filename1.htm Giovanni Caruso Partner 345 Park Avenue New York, NY 10154 Direct 212.407.4866 Main 212.407.4000 Fax 212.937.3943 [email protected] Via Edgar July 16, 2021 Christopher Dunham Maryse Mills-Apenteng Division of Corporation Finance Office of Real Estate and Construction U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: Williams Rowland Acquis |
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| July 16, 2021 |
As filed with the Securities and Exchange Commission on July 16, 2021 S-1/A 1 fs12021a2williamsrowland.htm REGISTRATION STATEMENT As filed with the Securities and Exchange Commission on July 16, 2021 Registration No. 333-257396 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 2 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 WILLIAMS ROWLAND ACQUISITION CORP. (Exact name of registrant as specified in its chart |
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| July 12, 2021 |
Form of Subscription Agreement with Anchor Investors EX-10.9 19 fs12021a1ex10-9williams.htm FORM OF SUBSCRIPTION AGREEMENT WITH ANCHOR INVESTORS Exhibit 10.9 WILLIAMS ROWLAND ACQUISITION CORP. 450 POST ROAD EAST WESTPORT, CT 06880 , 2021 , Attn: RE: Securities Subscription Agreement Dear Mr. Jiang: This agreement (the “Agreement”) is entered into on , 2021 by and between ., a Delaware limited liability company (the “Subscriber”), Williams Rowland Sp |
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| July 12, 2021 |
Exhibit 3.3 BY-LAWS OF Williams Rowland Acquisition Corp. ARTICLE I OFFICES SECTION 1. Principal Office. The registered office of the corporation shall be located in such place as may be provided from time to time in the Certificate of Incorporation. SECTION 2. Other Offices. The corporation may also have offices at such other places both within and without the State of Delaware as the Board of Di |
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| July 12, 2021 |
Exhibit 4.3 [FACE] Number Warrants THIS WARRANT SHALL BE VOID IF NOT EXERCISED PRIOR TO THE EXPIRATION OF THE EXERCISE PERIOD PROVIDED FOR IN THE WARRANT AGREEMENT DESCRIBED BELOW WILLIAMS ROWLAND ACQUISITION CORP. Incorporated Under the Laws of the State of Delaware CUSIP Warrant Certificate This Warrant Certificate certifies that , or registered assigns, is the registered holder of warrant(s) ev |
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| July 12, 2021 |
Exhibit 99.7 Consent to be Named as a Director Nominee In connection with the filing by Williams Rowland Acquisition Corp. of the Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the ?Securities Act?), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the board of directors of Wil |
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| July 12, 2021 |
Form of Nominating Committee Charter Exhibit 99.3 CORPORATE GOVERNANCE AND NOMINATING COMMITTEE CHARTER OF WILLIAMS ROWLAND ACQUISITION CORP. Adopted: [], 2021 The responsibilities and powers of the Corporate Governance and Nominating Committee (the ?Committee?) of the Board of Directors (the ?Board?) of Williams Rowland Acquisition Corp. (the ?Company?), as delegated by the Board, are set forth in this charter (this ?Charter?). When |
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| July 12, 2021 |
Form of Compensation Committee Charter Exhibit 99.2 COMPENSATION COMMITTEE CHARTER OF WILLIAMS ROWLAND ACQUISITION CORP. Adopted: [], 2021 The responsibilities and powers of the Compensation Committee of the Board of Directors (the ?Board?) of Williams Rowland Acquisition Corp. (the ?Company?), as delegated by the Board, are set forth in this charter (this ?Charter?). Whenever the Compensation Committee takes an action, it shall exerci |
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| July 12, 2021 |
Form of Warrant Agreement between Continental Stock Transfer & Trust Company, LLC and the Registrant EX-4.4 9 fs12021a1ex4-4williams.htm WARRANT AGREEMENT Exhibit 4.4 WARRANT AGREEMENT This WARRANT AGREEMENT (this “Agreement”) is made as of , 2021 between Williams Rowland Acquisition Corp., a Delaware corporation, with offices at 450 Post Road East, Westport Connecticut, 06880 (“Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, with offices at 1 |
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| July 12, 2021 |
Promissory Note, dated April 14, 2021, issued to Williams Rowland Sponsor LLC Exhibit 10.2 THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY THAT SUCH REGISTRATI |
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| July 12, 2021 |
Form of Letter Agreement to be entered into with Anchor Investors Exhibit 10.10 [?], 2021 Williams Rowland Acquisition Corp. 450 Post Road East Westport, CT 06880 Re: Initial Public Offering Ladies and Gentlemen: This letter (this ?Letter Agreement?) is being delivered to you in accordance with the Underwriting Agreement (the ?Underwriting Agreement?) by and between William Rowland Acquisition Corp, a Delaware corporation (the ?Company?), and Oppenheimer & Co., |
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| July 12, 2021 |
Form of Letter Agreement among the Registrant and its officers and directors and the Sponsor EX-10.1 11 fs12021a1ex10-1williams.htm FORM OF LETTER AGREEMENT AMONG THE REGISTRANT AND ITS OFFICERS AND DIRECTORS AND Exhibit 10.1 [●], 2021 Williams Rowland Acquisition Corp. 450 Post Road East Westport, CT 06880 Re: Initial Public Offering Ladies and Gentlemen: This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agree |
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| July 12, 2021 |
Form of Audit Committee Charter EX-99.1 23 fs12021a1ex99-1williams.htm FORM OF AUDIT COMMITTEE CHARTER Exhibit 99.1 AUDIT COMMITTEE CHARTER OF WILLIAMS ROWLAND ACQUISITION CORP. Adopted: [], 2021 The responsibilities and powers of the Audit Committee of the Board of Directors (the “Board”) of Williams Rowland Acquisition Corp. (the “Company”), as delegated by the Board, are set forth in this charter (this “Charter”). Whenever th |
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| July 12, 2021 |
Exhibit 99.4 Consent to be Named as a Director Nominee In connection with the filing by Williams Rowland Acquisition Corp. of the Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the ?Securities Act?), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the board of directors of Wil |
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| July 12, 2021 |
Form of Administrative Support Agreement EX-10.7 17 fs12021a1ex10-7williams.htm FORM OF ADMINISTRATIVE SUPPORT AGREEMENT BY AND BETWEEN THE REGISTRANT AND Exhibit 10.7 Williams Rowland Acquisition Corp. 450 Post Road East Westport, CT 06880 , 2021 [Affiliate’s name] 450 Post Road East Westport, CT 06880 Re: Administrative Support Agreement Ladies and Gentlemen: This letter agreement by and between Williams Rowland Acquisition Corp. (the |
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| July 12, 2021 |
EX-4.1 6 fs12021a1ex4-1williams.htm SPECIMEN UNIT CERTIFICATE Exhibit 4.1 Number U- Units CUSIP [●] SEE REVERSE FOR CERTAIN DEFINITIONS Williams Rowland Acquisition Corp. UNITS CONSISTING OF ONE SHARE OF CLASS a COMMON STOCK AND ONE-HALF OF ONE REDEEMABLE WARRANT, EACH WHOLE WARRANT ENTITLING THE HOLDER TO PURCHASE ONE SHARE OF CLASS A COMMON STOCK THIS CERTIFIES THAT is the owner of Units. Each U |
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| July 12, 2021 |
EX-3.1 3 fs12021a1ex3-1williams.htm CERTIFICATE OF INCORPORATION Exhibit 3.1 CERTIFICATE OF INCORPORATION OF WILLIAMS ROWLAND ACQUISITION CORP. THE UNDERSIGNED, in order to form a corporation for the purposes herein stated, under and pursuant to the provisions of the General Corporation Law of the State of Delaware, hereby certifies as follows: FIRST: The name of the corporation is Williams Rowlan |
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| July 12, 2021 |
EX-10.6 16 fs12021a1ex10-6williams.htm FORM OF INDEMNITY AGREEMENT Exhibit 10.6 INDEMNITY AGREEMENT THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of , 2021, by and between William Rowland Acquisition Corp., a Delaware corporation (the “Company”), and (“Indemnitee”). RECITALS WHEREAS, highly competent persons have become more reluctant to serve publicly-held corporations as directors, offi |
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| July 12, 2021 |
Form of Registration Rights Agreement between the Registrant and certain security holders Exhibit 10.4 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this ?Agreement?), dated as of [?], 2020, is made and entered into by and among Williams Rowland Acquisition Corp., a Delaware corporation (the ?Company?), Williams Rowland Sponsor LLC, a Delaware limited liability company, and Wrac Ltd, a Guernsey company (collectively, the ?Sponsor? and the ?Founders?), and the unders |
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| July 12, 2021 |
CORRESP 1 filename1.htm Giovanni Caruso Partner 345 Park Avenue New York, NY 10154 Direct 212.407.4866 Main 212.407.4000 Fax 212.937.3943 [email protected] Via Edgar July 12, 2021 Christopher Dunham Maryse Mills-Apenteng Division of Corporation Finance Office of Real Estate and Construction U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: Williams Rowland Acquis |
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| July 12, 2021 |
Exhibit 10.5 PRIVATE PLACEMENT WARRANTS SUBSCRIPTION AGREEMENT THIS PRIVATE PLACEMENT WARRANTS SUBSCRIPTION AGREEMENT, dated as of , 2021 (as it may from time to time be amended and including all exhibits referenced herein, this ?Agreement?), is entered into by and between Williams Rowland Acquisition Corp., a Delaware corporation (the ?Company?) and Williams Rowland Sponsor LLC , a Delaware limit |
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| July 12, 2021 |
EX-99.6 28 fs12021a1ex99-6williams.htm CONSENT TO BE NAMED AS A DIRECTOR NOMINEE Exhibit 99.6 Consent to be Named as a Director Nominee In connection with the filing by Williams Rowland Acquisition Corp. of the Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of |
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| July 12, 2021 |
EX-4.2 7 fs12021a1ex4-2williams.htm SPECIMEN COMMON STOCK CERTIFICATE Exhibit 4.2 NUMBER SHARES C- CUSIP [●] SEE REVERSE FOR CERTAIN DEFINITIONS Williams Rowland Acquisition Corp. INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE COMMON STOCK This Certifies that is the owner of FULLY PAID AND NON-ASSESSABLE SHARES OF THE PAR VALUE OF $0.0001 EACH OF THE COMMON STOCK OF WILLIAMS ROWLAND ACQUISIT |
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| July 12, 2021 |
Form of Amended and Restated Certificate of Incorporation Exhibit 3.2 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF WILLIAMS ROWLAND ACQUISITION CORP. , 2021 Williams Rowland Acquisition Corp., a corporation organized and existing under the laws of the State of Delaware (the ?Corporation?), DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corporation is ?Williams Rowland Acquisition Corp.? The original certificate of incorporation of the Corpora |
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| July 12, 2021 |
Exhibit 14 CODE OF CONDUCT AND ETHICS OF WILLIAMS ROWLAND ACQUISITION CORP. Adopted: [], 2021 The Board of Directors of Williams Rowland Acquisition Corp. (the ?Company?) has adopted this Code of Ethics (this ?Code?) to provide value for our shareholders; and ? To encourage honest and ethical conduct, including fair dealing and the ethical handling of conflicts of interest; ? To prompt full, fair, |
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| July 12, 2021 |
Form of Underwriting Agreement Exhibit 1.1 WILLIAMS ROWLAND ACQUISITION CORP. 20,000,000 Units Underwriting Agreement [DATE], 2021 Oppenheimer & Co. Inc. 85 Broad Street, Floor 23 New York, New York 10004 Ladies and Gentlemen: Williams Rowland Acquisition Corp., a newly formed blank check company formed as a Delaware corporation (the ?Company?), proposes, subject to the terms and conditions stated in this agreement (this ?Agree |
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| July 12, 2021 |
EX-10.8 18 fs12021a1ex10-8williams.htm FORM OF SUBSCRIPTION AGREEMENT BY AND AMONG THE REGISTRANT AND WILLIAMS ROWLAND SPONSOR LLC AND WRAC LTD Exhibit 10.8 Williams Rowland Acquisition Corp 450 Post Road East Westport, CT 06880 , 2021 Williams Rowland Sponsor LLC 450 Post Road East Suite 120 Westport, CT 06880 RE: Subscription Agreement for Founder Shares Ladies and Gentlemen: We are pleased to a |
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| July 12, 2021 |
EX-10.3 13 fs12021a1ex10-3williams.htm FORM OF INVESTMENT MANAGEMENT TRUST AGREEMENT BETWEEN CONTINENTAL STOCK TRANSFER & TRUST COMPANY, LLC AND THE REGISTRANT Exhibit 10.3 INVESTMENT MANAGEMENT TRUST AGREEMENT This Investment Management Trust Agreement (this “Agreement”) is made effective as of [●], 2021, by and between Williams Rowland Acquisition Corp., a Delaware corporation (the “Company”), a |
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| July 12, 2021 |
As filed with the Securities and Exchange Commission on July 12, 2021 As filed with the Securities and Exchange Commission on July 12, 2021 Registration No. |
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| July 12, 2021 |
EX-99.5 27 fs12021a1ex99-5williams.htm CONSENT TO BE NAMED AS A DIRECTOR NOMINEE Exhibit 99.5 Consent to be Named as a Director Nominee In connection with the filing by Williams Rowland Acquisition Corp. of the Registration Statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of |
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| June 25, 2021 |
Form of Warrant Agreement between Continental Stock Transfer & Trust Company, LLC and the Registrant Exhibit 4.4 WARRANT AGREEMENT This WARRANT AGREEMENT (this ?Agreement?) is made as of , 2021 between Williams Rowland Acquisition Corp., a Delaware corporation, with offices at 450 Post Road East, Westport Connecticut, 06880 (?Company?), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, with offices at 1 State Street, New York, New York 10004, as warrant age |
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| June 25, 2021 |
Giovanni Caruso Partner 345 Park Avenue New York, NY 10154 Direct 212.407.4866 Main 212.407.4000 Fax 212.937.3943 [email protected] Via Edgar June 25, 2021 Christopher Dunham Maryse Mills-Apenteng Division of Corporation Finance Office of Real Estate and Construction U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: Williams Rowland Acquisition Corp. Draft Regist |
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| June 25, 2021 |
As filed with the Securities and Exchange Commission on June 25, 2021 As filed with the Securities and Exchange Commission on June 25, 2021 Registration No. |
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| April 28, 2021 |
DRS 1 filename1.htm As submitted confidentially to the U.S. Securities and Exchange Commission on April 28, 2021. This draft registration statement has not been publicly filed with the U.S. Securities and Exchange Commission and all information herein remains strictly confidential. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION S |
