Williams Rowland Acquisition Corp. Will Redeem Its Public Shares And Liquidate
Williams Rowland Acquisition Corp. (NYSE: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.