Williams Rowland Acquisition Corp. Will Redeem Its Public Shares and Liquidate
2024年2月23日 - 1:16AM
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. WilliamsChief
Executive Officers203-353-7600
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