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 1322, 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 31.01. ~~Notice~~Entry ofinto ~~Delisting or Failure to Satisfy~~ a ~~Continued~~Material ~~Listing~~Definitive ~~Rule or Standard; Transfer of Listing~~Agreement.

On June 1322, 2023, ~~NYSE~~Wrac, Ltd. ~~American~~a ~~LLC~~Guernsey ~~(the~~Limited Liability Company (“~~Exchange~~Seller”) ~~notified~~, Williams Rowland ~~Acquisition~~Sponsor, ~~Corp.~~LLC, ~~(the~~a “Delaware Limited Liability Company (“Buyer”), ~~and~~Jonathan ~~publicly~~Rowland ~~announced~~and ~~via~~David ~~press~~B. ~~release~~Williams on(each, ~~June~~a 14“Party” and, ~~2023~~collectively, ~~that~~the “Parties”) entered into a Securities Purchase Agreement (the ~~Exchange~~“Agreement”) ~~determined~~pursuant to ~~commence~~which ~~proceedings~~Seller totransferred ~~delist~~2,514,663 shares (the ~~Company’s~~“Founder ~~warrants~~Shares”) ~~from~~of the ~~Exchange~~common ~~and~~stock, ~~that~~par ~~trading~~value in$0.0001 per share (the ~~Company’s~~“Common Stock”) of ~~warrants~~Williams ~~would~~Rowland beAcquisition ~~suspended~~Corp. ~~immediately~~(the “Registrant”) and 5,550,000 ~~due~~warrants to ~~trading~~purchase ~~price~~shares ~~levels~~of ~~pursuant~~Common toStock ~~Section~~(the “Warrants” ~~1001~~and, ofcollectively with the ~~NYSE~~Founder ~~American~~Shares, ~~Company~~the ~~Guide~~“Securities”) ~~due~~constituting toall of the securities of SPAC owned by the ~~low~~Seller ~~trading~~or ~~price~~Jonathan Rowland for a payment of $300,000. A copy of the ~~Warrants.~~Agreement ~~The~~is ~~Company~~filed ~~does~~as ~~not~~Exhibit ~~intend~~10.1 hereto toand ~~appeal~~is ~~the~~incorporated ~~Exchange’s~~herein ~~determination~~by reference.

~~This~~Item ~~decision~~5.02. ~~does~~Departure ~~not~~of ~~have~~Directors ~~any~~or ~~impact~~Certain onOfficers; ~~the~~Election ~~trading~~ of ~~the~~Directors; ~~Common~~Appointment ~~Stock and the Units~~ of ~~the~~Certain ~~Company~~Officers; ~~which~~Compensatory ~~will~~Arrangements ~~continue~~of toCertain ~~trade on the Exchange.~~Officers

~~SIGNATURES~~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.

~~Pursuant~~Item to9.01 ~~the~~Financial ~~requirements~~Statements ofand ~~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~~Exhibits.

Dated: June 14, 2023
Exhibit		Exhibit Name
WILLIAMS ROWLAND ACQUISITION CORP.
10.1		Securities Purchase Agreement
By:	/s/ David B. Williams
104		Cover Page Interactive Data File
Name:	David B. Williams
Title:	Co-Chief Executive Officer

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

Filing Compare · Williams Rowland Acquisition Corp.