SECURITIES AND EXCHANGE COMMISSION FORM S-1/A General form of registration statement for all companies including face-amount certificate companies [amend] Filing Date: 2021-07-16 SEC Accession No. 0001213900-21-037226 (HTML Version on secdatabase.com) FILER Williams Rowland Acquisition Corp. Mailing Address Business Address 450 POST RD EAST 450 POST RD EAST CIK:1855168| IRS No.: 000000000 | State of Incorp.:DE WESTPORT CT 06880 WESTPORT CT 06880 Type: S-1/A | Act: 33 | File No.: 333-257396 | Film No.: 211095425 2033537610 SIC: 6770 Blank checks Copyright © 2021 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document As filed with the Securities and Exchange Commission on July 16, 2021 Registration No. 333-257396 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ____________________ AMENDMENT NO. 2 TO FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ____________________ WILLIAMS ROWLAND ACQUISITION CORP. (Exact name of registrant as specified in its charter) ____________________ Delaware 6770 86-2603800 (State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer incorporation or organization) Classification Code Number) Identification Number) 450 Post Road East Westport, CT 06880 Telephone: (203) 353-7610 (Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices) ____________________ David B. Williams, Co-Chief Executive Officer Jonathan D. Rowland, Co-Chief Executive Officer Williams Rowland Acquisition Corp. 450 Post Road East Westport, CT 06880 Telephone: (203) 353-7610 (Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent For Service) ____________________ Copies to: Mitchell Nussbaum R. Cabell Morris, Jr. Giovanni Caruso Michael Blankenship Loeb & Loeb LLP Winston & Strawn LLP 345 Park Avenue 35 West Wacker Drive New York, New York 10154 Chicago, Illinois 60601 Tel: (212) 407-4000 Telephone: (312) 558-5600 Fax: (212) 407-4990 Fax: (312) 558-5700 ____________________ Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement. If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box. ☐ Copyright © 2021 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐ If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐ If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filer ☐ Accelerated filer ☐ Non-accelerated filer ☒ Smaller reporting company ☒ Emerging growth company ☒ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐ Copyright © 2021 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents CALCULATION OF REGISTRATION FEE Proposed Proposed Maximum Maximum Amount Offering Aggregate Amount of Being Price per Offering Registration Title of Each Class of Security Being Registered Registered Security(1) Price(1) Fee Units, each consisting of one share of common stock, $0.0001 par value, and one- half (1/2) of one redeemable warrant(2) 23,000,000 Units $ 10.00 $ 230,000,000 $ 25,093 Shares of common stock included as part of the units(3) 23,000,000 Shares — — —(4) Redeemable warrants included as part of the 11,500,000 units(4) warrants — — —(4) Total $ 230,000,000 $ 25,093(5) ____________ (1) Estimated solely for the purpose of calculating the registration fee. (2) Includes 3,000,000 Units, consisting of 3,000,000 shares of common stock and 1,500,000 redeemable warrants, which may be issued on exercise of a 45-day option granted to the underwriters. (3) Pursuant to Rule 416 under the Securities Act, there are also being registered an indeterminable number of additional securities as may be issued to prevent dilution resulting from stock splits, stock dividends or similar transactions. (4) No fee pursuant to Rule 457(g) under the Securities Act. (5) Previously paid. The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine. Copyright © 2021 www.secdatabase.com. All Rights Reserved. Please Consider the Environment Before Printing This Document Table of Contents The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. SUBJECT TO COMPLETION, DATED JULY 16, 2021 PRELIMINARY PROSPECTUS $200,000,000 Williams Rowland Acquisition Corp. 20,000,000 Units _________________________ Williams Rowland Acquisition Corp. is a newly organized blank check company 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, which we refer to as our initial business combination. We have not selected any business combination target and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any business combination target. While we will not be limited to a particular industry or geographic region, given the experience of our management team, our acquisition and value creation strategy will focus on companies in the financial services, fintech and technology sectors. This is an initial public offering of our securities. Each unit has an offering price of $10.00 and consists of one share of common stock and one-half (1/2) of one redeemable warrant. Each whole warrant entitles the holder to purchase one share of common stock at a price of $11.50 per share, subject to adjustment, terms and limitations as described herein. Only whole warrants are exercisable. The warrants will become exercisable on the later of 30 days after the completion of our initial business combination or 12 months from the closing of this offering, and will expire five years after the completion of our initial business combination or earlier upon redemption or liquidation, as described in this prospectus. The underwriters have a 45-day option from the date of this prospectus to purchase up to 3,000,000 additional units to cover over-allotments, if any. We will provide our public stockholders with the opportunity to redeem all or a portion of their shares of common stock upon the completion of our initial business combination, subject to the limitations described herein. If we have not consummated an initial business combination within 18 months from the closing of this offering, we will redeem 100% of the public shares for cash, subject to applicable law and certain conditions as described herein. Williams Rowland Sponsor LLC and Wrac Ltd (collectively, our “sponsor”), have agreed to purchase 9,900,000 warrants (or 11,100,000 warrants if the underwriters’ over-allotment option is exercised in full) at a price of $1.00 per warrant in a private placement to occur concurrently with the closing of this offering. These warrants, which we refer to as the “private placement warrants,” are identical to the warrants sold as part of the units in this offering, subject to limited exceptions as further described herein. Our sponsor currently owns 5,750,000 shares of common stock of which 750,000 shares are subject to forfeiture depending on the extent to which the underwriter’s over- allotment option is exercised. Additionally, (i) D. E. Shaw Valence Portfolios, L.L.C., (ii) certain investment funds and accounts managed by Radcliffe Capital Management, L.P., and (iii) certain investment funds and accounts managed by Shaolin Capital Management LLC, unaffiliated qualified institutional buyers, which we refer to as the anchor investors, have expressed an interest to purchase units in this offering at a level of up to and in no event exceeding 9.9% of the units subject to this offering without regard to the over-allotment option. If all three anchor investors purchase units up to the maximum for which they expressed an interest, their purchases would represent an aggregate of 29.7% of the units being sold in this offering, assuming the over-allotment option is not exercised.