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~~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)		(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 5 3.0201. ~~Departure~~Notice of ~~Directors~~Delisting or ~~Certain~~Failure ~~Officers;~~to ~~Election~~Satisfy ofa ~~Directors;~~Continued ~~Appointment~~Listing ofRule ~~Certain~~or ~~Officers~~Standard; ~~Compensatory~~Transfer ~~Arrangements~~ of ~~Certain~~ ~~Officers~~Listing.

On ~~March~~ 18June 13, 2023, ~~Tomago~~NYSE ~~Collins~~American ~~informed~~LLC (the ~~board~~“Exchange”) notified of Williams Rowland Acquisition Corp. (the “~~Registrant~~Company”), and publicly announced via press release on June 14, 2023, that the heExchange ~~was~~determined ~~resigning.~~to commence proceedings to delist the Company’s warrants from the Exchange and that trading in the Company’s Hewarrants ~~had~~would ~~served~~be assuspended ~~Chair~~immediately, due to trading price levels pursuant to Section 1001 of the ~~Nominating~~NYSE ~~Committee~~American ~~and~~Company aGuide ~~member~~due to the low trading price of the ~~Compensation~~Warrants. ~~Committee~~The Company does not intend to appeal the Exchange’s determination.

~~Effective March~~This ~~20,~~decision ~~2023,~~does ~~Youlanda~~not D.have ~~Deveaux~~any ~~was~~impact ~~appointed~~on to the ~~Board~~ trading of ~~Directors of~~ the ~~Registrant~~Common toStock ~~fill the vacancy created by Mr. Collins’ resignation. Ms. Deveaux will serve on the Audit, Compensation~~ and ~~Nominating Committees. There are no transactions between Ms. Deveaux and~~ the ~~Registrant~~Units of the ~~type~~Company ~~that~~which ~~would~~will becontinue ~~required~~ to betrade ~~described~~on bythe ~~Item 404(a) of Regulation S-K~~Exchange.

Ms. Deveaux serves as Regional Vice President for the Caribbean and Latin America for Mandara Spa (Bahamas) Ltd which is part of OneSpaWorld Group. She is a turnaround specialist experienced at identifying growth potential , business development, human resources, management and financial control systems for regional high-end luxury businesses at five-star resorts in three Caribbean countries.SIGNATURES

1Pursuant 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.

SIGNATURES

Dated: June 14, 2023

WILLIAMS ROWLAND ACQUISITION CORP.

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

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: March 22, 2023
WILLIAMS ROWLAND ACQUISITION CORP.
By:	/s/ David B. Williams
Name:	David B. Williams
Title:	Co-Chief Executive Officer

Filing Compare · Williams Rowland Acquisition Corp.