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.


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