Notification That Annual Report Will Be Submitted Late (nt 10-k)
31 Mars 2023 - 10:15PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
|
NOTIFICATION
OF LATE FILING |
SEC
FILE NUMBER |
001-40659 |
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|
|
|
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CUSIP
NUMBER |
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96951B
201 |
(Check
One): ☒ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D Form N-CEN ☐
Form N-CSR
For
Period Ended: December 31, 2022
|
☐ |
Transition Report on Form
10-K |
|
☐ |
Transition Report on Form
20-F |
|
☐ |
Transition Report on Form
11-K |
|
☐ |
Transition Report on Form
10-Q |
For
the Transition Period Ended: _______________
Read
Instruction (on back page) Before Preparing Form. Please Print or Type.
Nothing
in this form shall be construed to imply that the Commission has verified any information contained herein. |
If
the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:
PART I
– REGISTRANT INFORMATION
Williams
Rowland Acquisition Corp.
Full
Name of Registrant
Former
Name if Applicable
450
Post Road East
Address of
Principal Executive Office (Street and Number)
Westport,
CT 06880
City,
State and Zip Code
PART II
– RULES 12b-25(b) AND (c)
If the subject
report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following
should be completed. (Check box if appropriate)
|
(a) |
The reasons described in reasonable detail in Part
III of this form could not be eliminated without unreasonable effort or expense; |
☒ |
(b) |
The subject annual report,
semi-annual report, transition report on Form10-K, Form 20-F, Form 11-K, Form N-CEN or Form N-CSR, or portion thereof, will be filed
on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on
Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following
the prescribed due date; and |
|
(c) |
The accountant’s statement or other exhibit required
by Rule 12b-25(c) has been attached if applicable. |
PART III
– NARRATIVE
State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q,
10-D, N-CEN, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.
The Registrant has determined that it is unable, without unreasonable
effort or expense, to file its Annual Report on Form 10-K for the fiscal year ended December 31, 2022 by the prescribed due date
because it requires additional time to finalize its financial statements to be included in such 2022 Form 10-K. The Registrant
anticipates that it will file its 2022 Form 10-K within the fifteen-day grace period provided by Exchange Act Rule
12b-25.
PART IV
– OTHER INFORMATION
(1) |
Name and telephone number
of person to contact in regard to this notification |
|
David
B. Williams |
|
203 |
|
353-7610 |
|
(Name) |
|
(Area
Code) |
|
(Telephone
Number) |
(2) |
Have all other periodic
reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of
1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If
answer is no, identify report(s). |
☒ Yes
☐ No |
|
|
|
(3) |
Is it anticipated that
any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings
statements to be included in the subject report or portion thereof? |
☐ Yes
☒ No |
|
If so, attach an explanation of the anticipated change,
both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made. |
Williams
Rowland Acquisition Corp.
(Name
of Registrant as Specified in Charter)
has caused
this notification to be signed on its behalf by the undersigned hereunto duly authorized.
Date : March 31, 2023 |
By: |
/s/
David B. Williams |
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Name: |
David B. Williams |
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Title: |
Co-Chief Executive Officer |
INSTRUCTION:
The form may be signed by an executive officer of the registrant or by any other duly authorized representative. The name and title of
the person signing the form shall be typed or printed beneath the signature. If the statement is signed on behalf of the registrant by
an authorized representative (other than an executive officer), evidence of the representative’s authority to sign on behalf of
the registrant shall be filed with the form.
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ATTENTION |
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|
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Intentional
misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001). |
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