Item 1.01 Entry into a Material Definitive Agreement.
As previously reported in its Current Report on Form 8-K dated December 14,
2022, in connection with the special meeting of stockholders to be held on
December 22, 2022, on December 14, 2022, Williams Rowland Acquisition Corp. (the
"Company") had entered into non-redemption agreements with certain stockholders
owning, in the aggregate, 297,000 shares of the Company's common stock, in which
such stockholders agreed, among other things, not to redeem or exercise any
right to redeem such public shares in connection with the Charter Amendment
Proposal. Williams Rowland Sponsor, LLC and Wrac, Ltd, the Sponsors of the
Company agreed to transfer founders shares at the time of the business
combination at the rate of 15,000 shares per 99,000 shares of Company common
stock that the holders do not submit for redemption. The Company also announced
that it might enter into other agreements with one or more stockholders in which
such stockholders will agree not to redeem all or a portion of their public
shares in connection with the Charter Amendment Proposal.
Pursuant to the terms of the non-redemption agreement, the Company also agreed
that until the earlier of (a) the consummation of SPAC's initial business
combination; (b) the liquidation of the Trust Account; and (c) two business days
prior to the 24 month anniversary of the consummation of SPAC's initial public
offering, SPAC will maintain the investment of funds held in the Trust Account
in interest-bearing United States government securities within the meaning of
Section 2(a)(16) of the Investment Company Act of 1940, as amended, having a
maturity of 185 days or less, or in money market funds meeting the conditions of
paragraphs (d)(1), (d)(2), (d)(3) and (d)(4) of Rule 2a-7 promulgated under the
Investment Company Act of 1940, as amended, which invest only in direct U.S.
government treasury obligations.
The SPAC further confirmed that it will not utilize any funds from its Trust
Account to pay any potential excise taxes that may become due upon a redemption
of the Public Shares, including in connection with a liquidation of SPAC if it
does not effect a business combination prior to its termination date.
Notwithstanding the foregoing, this will not prevent the SPAC from receiving
interest to pay income and franchise taxes as permitted by and in accordance
with its Investment Management Trust Agreement with Continental Stock Transfer &
Trust Company.
Subsequent to December 14, 2022, the Company entered into additional
non-redemption agreements substantially in the form filed as Exhibit 10.1 to the
Current Report on Form 8-K dated December 14, 2022. An aggregate of 1,841,694
additional shares were subject to these additional agreements for an aggregate
of 2,138,694 shares subject to non-redemption agreement.
The foregoing description of the non-redemption agreement and the transactions
contemplated thereby is not complete and is qualified in its entirety by
reference to the form of non-redemption agreement filed herewith.
Item 8.01 Other Events.
David B. Williams, a co-chief executive officer of the Company purchased a total
of 741,921 shares of Company common stock at prices ranging from
$10.0114-$10.28. Mr. Williams did not vote those shares in connection with the
upcoming special meeting and therefore his purchases will have no effect on the
likelihood that the proposal will be approved. The purpose of the purchases was
to reduce the number of shares likely to be redeemed in connection with the
redemption offer.
As of the deadline for redemptions which was 5:00 pm on December 20, 2022, a
total of 19,533,865 shares had been submitted for redemption.
Item 9.01 Financial Statements and Exhibits
Exhibit
Number Description
Cover Page Interactive Data File, formatted in Inline Extensible
104 Business Reporting Language (iXBRL)
1
© Edgar Online, source Glimpses