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~~August 2515, 2012

JWC ACQUISITION CORP.

(Exact Name of Registrant as Specified in Charter)

Delaware	000-54202	27-3092187
(State or other jurisdiction	(Commission File Number)	(I.R.S. Employer Identification Number)
of incorporation)

Bay Colony Corporate Center – North Entrance
1000 Winter Street – Suite 4300	02451
Waltham, Massachusetts	(Zip code)
(Address of principal executive offices)

(617) 753-1100
(Registrant’s telephone number, including area code)

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

Check the appropriate box below if the Form 8-K 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

Item 8.01 Other Events

On ~~July~~August 2515, 2012, members of JWC Acquisition, LLC (the “Sponsor”) purchased an aggregate of 425,594 shares of common stock (“Public Shares”) of JWC Acquisition Corp. (the “Company”) ~~issued~~in athe ~~press~~open ~~release~~market ~~announcing~~for ~~that~~$10.00 itper ~~has~~share, ~~established~~and members of The Tile Shop, LLC (“The Tile Shop”) and a ~~date~~related ~~for~~person ~~the~~purchased ~~special~~an ~~meeting~~aggregate of 425,595 Public Shares in the open market ~~its~~for ~~stockholders~~$10.00 toper ~~consider~~share. As a result of these purchases, the Company’s directors and ~~vote~~executive onofficers ~~several~~as ~~proposals~~a ~~related~~group to(nine individuals) beneficially own 2,424,013 shares or 16.7% of the ~~prospective~~outstanding shares of common stock of the Company. Following the consummation of the previously announced business combination (the “Business Combination”) ~~with~~between ~~The~~the ~~Tile~~Company ~~Shop,~~and ~~LLC (“~~The Tile Shop”), pursuant to which, through a series of transactions, the Company and The Tile Shop would be combined under a new holding company named Tile Shop Holdings, Inc. (“TS Holdings”)~~. The~~, ~~special~~assuming ~~meeting~~the maximum number of ~~the~~Public ~~Company’s~~Shares ~~stockholders~~have ~~will~~been beredeemed ~~held~~in connection atwith onthe ~~August~~Business ~~16,~~Combination ~~2012,~~as ~~at 10:00~~described ~~a.m.~~in ~~Eastern~~the ~~time~~Registration Statement (defined below), at(i) the ~~offices~~Company’s ofdirectors and ~~McDermott~~executive ~~Will~~officers &as ~~Emery~~a ~~LLP,~~group ~~340~~(nine ~~Madison Avenue, New~~individuals) ~~York,~~will ~~New~~beneficially ~~York.~~own ~~The~~8,479,920 ~~Company’s~~shares ~~stockholders~~or 17.8% of ~~record~~the atoutstanding ~~the~~shares of ~~close~~common stock of ~~business~~TS onHoldings ~~July~~and ~~23,~~(ii) ~~2012~~the ~~will~~directors beand ~~entitled to~~executive ~~vote~~officers onof ~~the~~TS ~~stockholder~~Holdings ~~proposals.~~as Aa ~~copy~~group of(ten ~~the~~individuals) ~~press~~will ~~release~~beneficially own is17,861,998 ~~attached~~shares toor ~~this~~39.6% ~~report~~of asthe ~~Exhibit~~outstanding ~~99.1~~shares ~~and~~of isTS ~~incorporated herein~~Holdings bycommon ~~reference~~stock.

Additional Information About the Business Combination and Where to Find It

In connection with the Business Combination, TS Holdings filed a Registration Statement on Form S-4 (File No. 333-182482) (the “Registration Statement”), which includes a preliminary proxy statement/prospectus, with the Securities and Exchange Commission (the “SEC”). ~~This~~The ~~material~~Registration isStatement ~~not~~was adeclared ~~substitute~~effective ~~for~~by the ~~definitive~~SEC ~~proxy~~on ~~statement/prospectus~~August ~~regarding~~2, ~~the~~2012. ~~proposed~~On ~~Business~~or ~~Combination.~~about ~~The Company~~August ~~will~~3, ~~mail~~2012, athe ~~definitive~~ proxy statement/prospectus was ~~and~~mailed ~~other relevant documents~~ to ~~its~~the stockholders ~~when~~of ~~available. The Company’s~~record ~~stockholders~~of ~~and~~the ~~other~~Company ~~interested~~on ~~persons~~July ~~are~~23, ~~advised~~2012. toThis ~~read~~material ~~the~~is ~~preliminary~~not ~~proxy~~a ~~statement/prospectus,~~substitute ~~and~~for ~~amendments thereto, and~~ the definitive proxy statement/prospectus inregarding ~~connection~~the ~~with~~proposed ~~the~~Business Combination. The Company’s ~~solicitation~~stockholders ofand ~~proxies~~other ~~for the special~~interested ~~meeting~~persons toare beadvised ~~held~~ to ~~approve~~read the ~~Business~~proxy ~~Combination~~statement/prospectus ~~(when available),~~ because ~~they~~it ~~contain~~contains important information about The Tile Shop, TS Holdings, the Company and the proposed Business Combination. ~~The definitive proxy statement/prospectus will be mailed to stockholders of the Company of record as of July 23, 2012.~~ Stockholders may obtain copies of the Registration Statement, ~~which~~ which includes the preliminary proxy statement/prospectus, and the definitive proxy statement/prospectus ~~(when available)~~, without charge, at the SEC's Internet site at http://www.sec.gov or by directing a request to: JWC Acquisition Corp., Bay Colony Corporate ~~Center~~ Center - North Entrance, 1000 Winter Street - Suite 4300, Waltham, Massachusetts 02451, tel. (617) 753-1100, Attention: Jeffrey J. Teschke. If you have any questions about the Business Combination, you should contact the Company’s solicitor, which is assisting the Company in the solicitation of proxies, at:

Morrow & Co., LLC

470 West Avenue, Stamford, Connecticut 06902

Telephone: (800) 662-5200

Participants in Solicitation

The Company and its directors and officers may be deemed participants in the solicitation of proxies to the Company’s stockholders with respect to the proposed Business Combination. A list of the names of those directors and officers and a description of their interests in the Company is contained in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2011, which was filed with the SEC, is also contained in the Registration Statement and will also be included in the definitive proxy statement/prospectus for the proposed Business Combination.

This communication shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which the offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.

~~Item 9.01. Financial Statements and Exhibits.~~SIGNATURE

~~(d)~~Pursuant ~~Exhibits~~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.

~~99.1 Press Release,~~Dated: ~~dated~~August ~~July 25~~15, 2012

~~SIGNATURE~~JWC Acquisition Corp. By: /s/ Jeffrey J. Teschke Jeffrey J. Teschke Vice President, Treasurer and Secretary

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 25, 2012

JWC Acquisition Corp. By: /s/ Jeffrey J. Teschke Jeffrey J. Teschke Vice President, Treasurer and Secretary

EXHIBIT INDEX

Exhibit No.		Description
99.1		Press Release, dated July 25, 2012

Filing Compare · JWC Acquisition Corp.