Williams Rowland Acquisition Corp. Will Redeem Its Public Shares and Liquidate

Rhea-AI Summary

Williams Rowland Acquisition Corp. (WRAC) announces its decision to liquidate and dissolve the Company due to the inability to complete an initial business combination by March 29, 2024. The Company will redeem all outstanding shares of its common stock and cease operations, with the last trading day on February 29, 2024. Shareholders will receive a per-share price in cash, extinguishing all rights of the public shares. The Company will retain funds for dissolution expenses and tax obligations.

Positive

• None.

Negative

• The Company's inability to complete an initial business combination by the deadline has led to the decision to liquidate, resulting in the cancellation of public shares and expiration of warrants, leaving shareholders with no redemption rights or liquidating distributions.

Westport, CT, Feb. 22, 2024 (GLOBE NEWSWIRE) -- Williams Rowland Acquisition Corp. (NYSE American: WRAC) (the “Company”), a publicly-traded special purpose acquisition company, today announced that it will liquidate and dissolve the Company in accordance with the provisions of the Company’s amended and restated certificate of incorporation, as amended (the “Certificate of Incorporation”). Accordingly, the Company will redeem all outstanding shares of its common stock, par value $0.0001 sold in its initial public offering (the “public shares”) that remain outstanding, effective as of March 8, 2024.

As stated in the Certificate of Incorporation, the Company had until March 29, 2024 to complete an initial business combination provided that for each one-month extension from July 29, 2023 through March 29, 2024, the Company deposited into the trust account established in connection with its initial public offering the lesser of $50,000 or $0.02 per shares sold in the IPO that remained outstanding.  The board has determined that it will not be able to complete an initial business combination by March 29, 2024 and therefore the Company will: (i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter subject to lawfully available funds therefor, redeem 100% of the public shares in consideration of a per-share price, payable in cash, equal to the quotient obtained by dividing (A) the aggregate amount then on deposit in the trust account including interest not previously released to the Company to pay its taxes (less up to $100,000 of such net interest to pay dissolution expenses), by (B) the total number of then outstanding public shares, which redemption will completely extinguish rights of the holders of the public shares (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the Board in accordance with applicable law, dissolve and liquidate, subject in each case to the Company’s obligations under the General Corporation Law of the State of Delaware, as amended from time to time, to provide for claims of creditors and other requirements of applicable law.

In accordance with the terms of the related trust agreement, the Company expects to retain up to $100,000 of the interest income from the trust account to pay dissolution expenses as well as retaining additional amounts from interest income to pay the Company’s tax obligations.

The last day that the Company’s securities will trade on the NYSE American will be February 29, 2024. As of March 8, 2024, the public shares will be deemed cancelled and will represent only the right to receive the Redemption Amount.

Beneficial owners of public shares held in “street name” will not need to take any action in order to receive the Redemption Amount.

There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless.

The Company’s sponsor has waived its redemption rights with respect to the outstanding founder shares and the shares underlying the private placement warrants. The Company expects that the NYSE American will file a Form 25 with the United States Securities and Exchange Commission (the “Commission”) to delist its securities. The Company thereafter expects to file a Form 15 with the Commission to terminate the registration of its securities under the Securities Exchange Act of 1934, as amended.

About Williams Rowland Acquisition Corp.

Williams Rowland Acquisition Corp. is a blank check company, also commonly referred to as a special purpose acquisition company, or SPAC, formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities.

Forward-Looking Statements

This press release may include, and oral statements made from time to time by representatives of the Company may include, “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Statements other than statements of historical fact included in this press release are forward-looking statements. When used in this press release, words such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “would” and similar expressions, as they relate to the Company or its management team, identify forward-looking statements. Such forward-looking statements are based on the beliefs of management, as well as assumptions made by, and information currently available to, the Company’s management. Actual results could differ materially from those contemplated by the forward-looking statements as a result of certain factors detailed in the Company’s filings with the Commission. All subsequent written or oral forward-looking statements attributable to the Company or persons acting on its behalf are qualified in their entirety by this paragraph. The Company undertakes no obligation to update these statements for revisions or changes after the date of this release, except as required by law.

Contact Information:

Williams Rowland Acquisition Corp.
David B. Williams
Chief Executive Officers
203-353-7600

FAQ

Why is Williams Rowland Acquisition Corp. (WRAC) liquidating and dissolving the company?

The Company is liquidating and dissolving due to the inability to complete an initial business combination by March 29, 2024.

What will happen to the outstanding shares of WRAC?

All outstanding shares of WRAC's common stock will be redeemed, and shareholders will receive a per-share price in cash.

When will the last trading day of WRAC's securities be?

The last trading day of WRAC's securities will be on February 29, 2024.

Will shareholders receive any redemption rights or liquidating distributions?

Shareholders will not receive any redemption rights or liquidating distributions with respect to the Company's warrants, which will expire worthless.

What will happen to the Company's sponsor and founder shares?

The Company's sponsor has waived its redemption rights with respect to the outstanding founder shares and the shares underlying the private placement warrants.