WILLIAMS ROWLAND ACQUISITION CORP. : Amendments to Articles of Inc. or Bylaws; Change in Fiscal Year, Submission of Matters to a Vote of Security Holders, Other Events, Financial Statements and Exhibits (form 8-K)

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)




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