Item 1.01 Entry into a Material Definitive Agreement.
On December 6, 2022, Williams Rowland Acquisition Corp., a Delaware corporation
(the "Company"), filed a proxy statement, dated December 6, 2022 (the "proxy
statement"), with the U.S. Securities and Exchange Commission in connection with
the special meeting of stockholders to be held on December 22, 2022 at 5:00 p.m.
Eastern Time. As more fully described in the proxy statement, the special
meeting will be held for the purpose of considering and voting on the following
proposals: (i) a proposal to amend (the "Charter Amendment Proposal") the
Company's amended and restated certificate of incorporation (the "Charter"), to
extend the date by which the Company has to consummate a business combination up
to six (6) times, 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, to the next business day; (ii) a proposal to amend the Trust
Agreement to allow to extend the time at which the trust must be liquidated
another six times from January 29, 2023 to July 29, 2023 (or, if not a business
day, to the next business day) (the "Trust Amendment Proposal"); and (iii) a
proposal to direct the chairperson of the special meeting to adjourn the special
meeting to a later date or dates, if necessary, to permit further solicitation
and vote of proxies if, based upon the tabulated vote at the time of the special
meeting, there are not sufficient votes to approve the Charter Amendment
Proposal and the Trust Amendment Proposal (the "Adjournment Proposal").
In connection with the Charter Amendment Proposal, public stockholders may elect
(the "Election") to redeem their shares for a per-share price, payable in cash,
equal to the aggregate amount then on deposit in the trust account established
in connection with the Company's initial public offering (the "Trust Account"),
including interest not previously released to the Company to pay franchise and
income taxes, divided by the number of then outstanding public shares. If the
Charter Amendment Proposal is approved by the requisite vote of stockholders,
the remaining holders of public shares will retain their right to redeem their
public shares when a business combination is submitted to the stockholders,
subject to any limitations set forth in the Charter, as amended by the Charter
Amendment Proposal. However, the Company will not proceed with the Charter
Amendment Proposal or Trust Amendment Proposal if the redemption of public
shares in connection therewith would cause the Company to have net tangible
assets of less than $5,000,001.
On December 14, 2022, the Company entered into non-redemption agreements, the
form of which is attached hereto as Exhibit 10.1 and incorporated herein by
reference 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 partners do not submit for redemption
for an aggregate of 45,000 shares. The Company may 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. No additional funds will be deposited into the Trust
Account.
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.
A form of the non-redemption agreement is filed with this Current Report on Form
8-K as Exhibit 10.1 and is incorporated herein by reference. 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 9.01 Financial Statements and Exhibits
Exhibit
Number Description
10.1 Form of Non-Redemption Agreement.
Cover Page Interactive Data File, formatted in Inline Extensible
104 Business Reporting Language (iXBRL)
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