Current Report Filing (8-k)
February 08 2023 - 7:29AM
Edgar (US Regulatory)
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2023-02-07
2023-02-07
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2023-02-07
2023-02-07
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WRAC:CommonStockParValue0.0001PerShareMember
2023-02-07
2023-02-07
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WRAC:RedeemableWarrantsEachWholeWarrantExercisableForOneShareOfCommonStockAtExercisePriceOf11.50Member
2023-02-07
2023-02-07
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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) |
|
(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 |
|
The New York Stock Exchange |
Common Stock, par value $0.0001 per share |
|
WRAC |
|
The New York Stock Exchange |
Redeemable Warrants, each whole warrant exercisable for one share of Common Stock at an exercise price of $11.50 |
|
WRACW |
|
The New York Stock Exchange |
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 3.01. Notice of Delisting or Failure to
Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On February 7, 2023, the trading in the securities
of Williams Rowland Acquisition Corp. (the “Company”) was halted at the close of the market by the New York Stock Exchange
(the “NYSE”) due to the Company’s inability to meet the requirements of Section 802.01B of the NYSE’s Listed Company
Manual. That Section requires a listed acquisition company to maintain an average aggregate global market capitalization attributable
to its publicly held shares (a “public float”) over a consecutive 30 trading day period of at least $40,000,000.
The Company is currently evaluating possible alternatives
in light of this including the possibility of transitioning its listing to the NYSE American, which is part of the NYSE group of exchanges
and has applied to list its securities on that exchange.
There can be no assurance that the Company
will be able to obtain an alternative listing on the NYSE American or otherwise, or, if approved, when the transition from the NYSE
to the NYSE American would occur.
The foregoing actions and their consequences could
affect the liquidity and value of the Company’s securities.
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: February 8, 2023 |
|
|
|
WILLIAMS ROWLAND ACQUISITION CORP. |
|
|
|
By: |
/s/ David B. Williams |
|
Name: |
David B. Williams |
|
Title: |
Co-Chief Executive Officer |
|
2
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