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)




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