Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
As approved by its stockholders at the Special Meeting of Stockholders of
Williams Rowland Acquisition Corp. (the "Company") held on December 22, 2022 at
5:00 p.m. (the "Special Meeting"), the Company filed an amendment to its Amended
and Restated Certificate of Incorporation with the Delaware Secretary of State
on December 22, 2022 (the "Charter Amendment"), giving the Company the right to
the date by which Williams Rowland has to consummate a business combination up
to six (6) times (the "Charter Amendment"), each such extension for an
additional one (1) month period (each an "Extension"), from January 29, 2023 to
July 29, 2023 (or, if not a business day, the next business day thereafter)
(such date actually extended being referred to as the "Extended Termination
Date"). The Certificate of Amendment is filed as Exhibit 3.1 hereto and is
incorporated herein by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders.
On December 22, 2022, the Company held the Special Meeting. On December 2, 2022,
the record date for the Special Meeting, there were 28,750,000 shares of common
stock of the Company entitled to be voted at the Special Meeting. At the Special
Meeting, 25,428,216 shares of common stock of the Company or 88.45% of the
shares entitled to vote at the Special Meeting were represented in person or by
proxy. Stockholders voted on the Charter Amendment and on a proposal to amend
the Company's investment management trust agreement, dated as of July 26, 2021
(the "Trust Agreement"), by and between the Company and Continental Stock
Transfer & Trust Company (the "Trustee"), allowing the Company to extend the
Extended Termination Date another six (6) times, each such extension for an
additional one (1) month period, until July 29, 2023 (or, if not a business day,
the next business day thereafter), (the "Trust Amendment"). The results of
voting on the two agenda items voted on at the Special Meeting were as follows:
1. Charter Amendment
Stockholders approved the Charter Amendment. The voting results were as follows:
FOR AGAINST ABSTAIN
24,407,403 520,721 2
2. Trust Amendment
Stockholders approved the Trust Amendment. The voting results were as follows:
FOR AGAINST ABSTAIN
24,907,493 520,723 0
Item 8.01. Other Events.
In connection with the vote on the Charter Amendment at the Special Meeting, a
total of 19,533,865 shares of common stock were submitted for redemption.
Item 9.01 Financial Statements and Exhibits
Exhibit
Number Description
3.1 Certificate of Amendment
Cover Page Interactive Data File, formatted in Inline Extensible
104 Business Reporting Language (iXBRL)
1
© Edgar Online, source Glimpses