Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Amendment No. 1)
Under the Securities Exchange Act of 1934
Williams Rowland Acquisition Corp.
(Name of Issuer)
Common Stock, par value $0.0001 per share
(Title of Class of Securities)
96951B102
(CUSIP Number)
December 31, 2022
(Date of Event Which Requires Filing of this Statement)
Check the following box to designate the rule pursuant to which the Schedule is filed:
| ¨ | Rule 13d-1(b) |
| x | Rule 13d-1(c) |
| ¨ | Rule 13d-1(d) |
*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
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CUSIP No. 96951B102
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| 1. |
Names of Reporting Persons D. E. Shaw Valence Portfolios, L.L.C.
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| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) | |||
| (a) | ¨ | |||
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(b)
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¨ | |||
| 3. |
SEC Use Only
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| 4. |
Citizenship or Place of Organization Delaware
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Number of Shares Beneficially Owned by Each Reporting Person With |
5. |
Sole Voting Power
-0- |
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| 6. |
Shared Voting Power 125,000
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| 7. |
Sole Dispositive Power -0-
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| 8. |
Shared Dispositive Power 125,000
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| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person 125,000
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| 10. |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
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| 11. |
Percent of Class Represented by Amount in Row (9) 1.4%1
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| 12. |
Type of Reporting Person (See Instructions) OO |
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1 This percentage figure is based upon 9,216,135 shares of Common Stock outstanding, consisting of: (i) 28,750,000 shares of Common Stock outstanding as of December 2, 2022, less (ii) 19,533,865 shares of Common Stock which were submitted for redemption in connection with the Issuer’s Special Meeting on December 22, 2022, each as reported in the Issuer’s Form 8-K filed with the SEC on December 23, 2022.
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CUSIP No. < b>96951B102
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| 1. |
Names of Reporting Persons D. E. Shaw & Co., L.L.C.
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| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) | |||
| (a) | ¨ | |||
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(b)
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¨ | |||
| 3. |
SEC Use Only
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| 4. |
Citizenship or Place of Organization Delaware
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Number of Shares Beneficially Owned by Each Reporting Person With |
5. |
Sole Voting Power
-0- |
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| 6. |
Shared Voting Power 125,000
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| 7. |
Sole Dispositive Power -0-
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| 8. |
Shared Dispositive Power 125,000
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| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person 125,000
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| 10. |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
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| 11. |
Percent of Class Represented by Amount in Row (9) 1.4%1
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| 12. |
Type of Reporting Person (See Instructions) OO |
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1 This percentage figure is based upon 9,216,135 shares of Common Stock outstanding, consisting of: (i) 28,750,000 shares of Common Stock outstanding as of December 2, 2022, less (ii) 19,533,865 shares of Common Stock which were submitted for redemption in connection with the Issuer’s Special Meeting on December 22, 2022, each as reported in the Issuer’s Form 8-K filed with the SEC on December 23, 2022.
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CUSIP No. 96951B102
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| 1. |
Names of Reporting Persons D. E. Shaw & Co., L.P.
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| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) | |||
| (a) | ¨ | |||
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(b)
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¨ | |||
| 3. |
SEC Use Only
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| 4. |
Citizenship or Place of Organization Delaware
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Number of Shares Beneficially Owned by Each Reporting Person With |
5. |
Sole Voting Power
-0- |
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| 6. |
Shared Voting Power 125,000
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| 7. |
Sole Dispositive Power -0-
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| 8. |
Shared Dispositive Power 125,000
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| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person 125,000
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| 10. |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
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| 11. |
Percent of Class Represented by Amount in Row (9) 1.4%1
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| 12. |
Type of Reporting Person (See Instructions) IA, PN |
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1 This percentage figure is based upon 9,216,135 shares of Common Stock outstanding, consisting of: (i) 28,750,000 shares of Common Stock outstanding as of December 2, 2022, less (ii) 19,533,865 shar es of Common Stock which were submitted for redemption in connection with the Issuer’s Special Meeting on December 22, 2022, each as reported in the Issuer’s Form 8-K filed with the SEC on December 23, 2022.
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CUSIP No. 96951B102
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| 1. |
Names of Reporting Persons David E. Shaw
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| 2. | Check the Appropriate Box if a Member of a Group (See Instructions) | |||
| (a) | ¨ | |||
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(b)
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¨ | |||
| 3. |
SEC Use Only
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| 4. |
Citizenship or Place of Organization United States
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Number of Shares Beneficially Owned by Each Reporting Person With |
5. |
Sole Voting Power
-0- |
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| 6. |
Shared Voting Power 125,000
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| 7. |
Sole Dispositive Power -0-
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| 8. |
Shared Dispositive Power 125,000
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| 9. |
Aggregate Amount Beneficially Owned by Each Reporting Person 125,000
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| 10. |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ¨
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| 11. |
Percent of Class Represented by Amount in Row (9) 1.4%1
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| 12. |
Type of Reporting Person (See Instructions) IN |
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1 This percentage figure is based upon 9,216,135 shares of Common Stock outstanding, consisting of: (i) 28,750,000 shares of Common Stock outstanding as of December 2, 2022, less (ii) 19,533,865 shares of Common Stock which were submitted for redemption in connection with the Issuer’s Special Meeting on December 22, 2022, each as reported in the Issuer’s Form 8-K filed with the SEC on December 23, 2022.
| Item 1. | ||
| (a) | Name of Issuer | |
Williams Rowland Acquisition Corp. |
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| (b) | Address of Issuer's Principal Executive Offices | |
450 Post Road East Westport, CT 06880 |
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| Item 2. | ||
| (a) | Name of Person Filing | |
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D. E. Shaw Valence Portfolios, L.L.C. D. E. Shaw & Co., L.L.C. D. E. Shaw & Co., L.P. David E. Shaw |
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| (b) | Address of Principal Business Office or, if none, Residence | |
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The business address for each reporting person is: 1166 Avenue of the Americas, 9th Floor New York, NY 10036 |
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| (c) | Citizenship | |
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D. E. Shaw Valence Portfolios, L.L.C. is a limited liability company organized under the laws of the state of Delaware. D. E. Shaw & Co., L.L.C. is a limited liability company organized under the laws of the state of Delaware. D. E. Shaw & Co., L.P. is a limited partnership organized under the laws of the state of Delaware. David E. Shaw is a citizen of the United States of America. |
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| (d) | Title of Class of Securities | |
Common Stock, par value $0.0001 per share |
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| (e) | CUSIP Number | |
96951B102 |
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| Item 3. |
If this statement is filed pursuant to Rule 13d-1(b) or 13d-2(b) or (c), check whether the person filing is a:
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Not Applicable
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| Item 4. |
Ownership |
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As of December 31, 2022:
| (a) | Amount beneficially owned: | |
| D. E. Shaw Valence Portfolios, L.L.C.: | 125,000 shares | |
| D. E. Shaw & Co., L.L.C.: |
125,000 shares This is composed of 125,000 shares in the name of D. E. Shaw Valence Portfolios, L.L.C. | |
| D. E. Shaw & Co., L.P.: | 125,000 shares This is composed of 125,000 shares in the name of D. E. Shaw Valence Portfolios, L.L.C. | |
| David E. Shaw: | 125,000 shares This is composed of 125,000 shares in the name of D. E. Shaw Valence Portfolios, L.L.C. |
| (b) | Percent of class: |
| D. E. Shaw Valence Portfolios, L.L.C.: | 1.4% | |
| D. E. Shaw & Co., L.L.C.: | 1.4% | |
| D. E. Shaw & Co., L.P.: | 1.4% | |
| David E. Shaw: | 1.4% |
| (c) | Number of shares to which the person has: |
| (i) | Sole power to vote or to direct the vote: |
| D. E. Shaw Valence Portfolios, L.L.C.: | -0- shares | |
| D. E. Shaw & Co., L.L.C.: | -0- shares | |
| D. E. Shaw & Co., L.P.: | -0- shares | |
| David E. Shaw: | -0- shares |
| (ii) | Shared power to vote or to direct the vote: |
| D. E. Shaw Valence Portfolios, L.L.C.: | 125,000 shares | |
| D. E. Shaw & Co., L.L.C.: | 125,000 shares | |
| D. E. Shaw & Co., L.P.: | 125,000 shares | |
| David E. Shaw: | 125,000 shares |
| (iii) | Sole power to dispose or to direct the disposition of: |
| D. E. Shaw Valence Portfolios, L.L.C.: | -0- shares | |
| D. E. Shaw & Co., L.L.C.: | -0- shares | |
| D. E. Shaw & Co., L.P.: | -0- shares | |
| David E. Shaw: | -0- shares |
| (iv) | Shared power to dispose or to direct the disposition of: |
| D. E. Shaw Valence Portfolios, L.L.C.: | 125,000 shares | |
| D. E. Shaw & Co., L.L.C.: | 125,000 shares | |
| D. E. Shaw & Co., L.P.: | 125,000 shares | |
| David E. Shaw: | 125,000 shares |
David E. Shaw does not own any shares directly. By virtue of David E. Shaw’s position as President and sole shareholder of D. E. Shaw & Co., Inc., which is the general partner of D. E. Shaw & Co., L.P., which in turn is the investment adviser of D. E. Shaw Valence Portfolios, L.L.C., and by virtue of David E. Shaw’s position as President and sole shareholder of D. E. Shaw & Co. II, Inc., which is the managing member of D. E. Shaw & Co., L.L.C., which in turn is the manager of D. E. Shaw Valence Portfolios, L.L.C., David E. Shaw may be deemed to have the shared power to vote or direct the vote of, and the shared power to dispose or direct the disposition of, the 125,000 shares as described above constituting 1.4% of the outstanding shares and, therefore, David E. Shaw may be deemed to be the beneficial owner of such shares. David E. Shaw disclaims beneficial ownership of such 125,000 shares.
| Item 5. | Ownership of Five Percent or Less of a Class |
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If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following x.
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| Item 6. | Ownership of More than Five Percent on Behalf of Another Person. |
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Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person. |
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Not Applicable
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| Item 8. | Identification and Classification of Members of the Group |
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Not Applicable
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| Item 9. | Notice of Dissolution of Group |
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Not Applicable
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| Item 10. | Certification |
By signing below, each of D. E. Shaw Valence Portfolios, L.L.C., D. E. Shaw & Co., L.L.C., D. E. Shaw & Co., L.P., and David E. Shaw certify that, to the best of such reporting person’s knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having such purposes or effect.
SIGNATURE
After reasonable inquiry and to the best of their knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct. Powers of Attorney, dated March 1, 2017, granted by David E. Shaw in favor of Na than Thomas, are attached hereto.
Dated: February 14, 2023
D. E. Shaw Valence Portfolios, L.L.C. | ||
| By: | /s/ Nathan Thomas | |
| Nathan Thomas | ||
| Authorized Signatory | ||
| D. E. Shaw & Co., L.L.C. | ||
| By: | /s/ Nathan Thomas | |
| Nathan Thomas | ||
| Authorized Signatory | ||
| D. E. Shaw & Co., L.P. | ||
| By: | /s/ Nathan Thomas | |
| Nathan Thomas | ||
| Chief Compliance Officer | ||
| David E. Shaw | ||
| By: | /s/ Nathan Thomas | |
| Nathan Thomas | ||
| Attorney-in-Fact for David E. Shaw | ||