| Organization and Business Operations | Note 1 — Organization and Business Operations Williams Rowland Acquisition Corp. (the “Company”)
is a blank check company incorporated as a Delaware corporation for the purpose of effecting a merger, capital stock exchange, asset
acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”).
The Company has initiated discussions with a potential target, but has not selected any Business Combination target. The Company may
pursue an initial business combination target in any business or industry. As of March 31, 2023, the Company had not commenced
any operations. All activity for the period from March 10, 2021 (inception) through March 31, 2023 relates to the Company’s formation
and operation and the Initial Public Offering (“IPO” or “Public Offering”) and the pursuit of a business combination.
The Company will not generate any operating revenues until after the completion of its Business Combination, at the earliest. The Company
generates non-operating income in the form of interest income on cash, the Trust Account (as defined below) and cash equivalents from
the proceeds derived from the IPO. The Company has selected December 31 as its fiscal year end. The Company’s sponsors are Williams Rowland
Sponsor LLC, a Delaware limited liability company and WRAC Ltd (collectively, the “Sponsors”). The registration statement
for the Company’s initial public offering was declared effective on July 26, 2021 (the “Effective Date”). On July 29,
2021, the Company consummated the initial public offering (the “Public Offering” or “IPO”) of 20,000,000 units
(the “Units”), at $10.00 per unit, generating gross proceeds of $200,000,000 (see Note 3). The underwriters exercised their
full over-allotment option to purchase an additional 3,000,000 Units on August 5, 2021. Simultaneously with the closing of the IPO, the
Company consummated the sale of 9,900,000 warrants to the Sponsor (the “Private Placement Warrant(s)”), at a price of $1.00
per Private Placement Warrant, generating gross proceeds of $9,900,000 (see Note 4). Each Private Placement Warrant is exercisable to
purchase one share of Common stock at $11.50 per share. The Sponsor purchased an additional 1,200,000 Private Placement Warrants as a
result of the underwriters’ exercise of their full over-allotment option on August 5, 2021. Transaction costs of the IPO and subsequent over-allotment
exercise amounted to $16,074,841, comprised of $4,600,000 of underwriting discount, $8,050,000 of deferred underwriting discount, fair
value of founder shares transferred to Anchor Investors of $2,772,169 (as defined in Note 5), and $652,672 of other offering costs. The Company’s Business Combination must
be with one or more target businesses that together have a fair value equal to at least 80% of the net balance in the Trust Account (as
defined below) (excluding the amount of deferred underwriting discounts held and taxes payable on the income earned on the Trust Account)
at the time of the signing an agreement to enter into a Business Combination. However, the Company will only complete a Business Combination
if the post-Business Combination company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise
acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment
Company Act of 1940, as amended (the “Investment Company Act”). There is no assurance that the Company will be able to successfully
effect a Business Combination. Following the closing of the IPO on July 29,
2021, and the subsequent full exercise of the underwriters’ over-allotment option on August 5, 2021 of $236,500,000 (comprised
of $205,900,000 from the IPO and $30,600,000 from the over-allotment) from the net proceeds of the sale of the Units, including a portion
of the proceeds from the sale of the Private Placement Warrants, $234,600,000 ($10.20 per Unit) was placed in the trust account (“Trust
Account”) located in the United States with Continental Stock Transfer & Trust Company acting as trustee and $1,900,000 of
the total proceeds of the public and private offering was deposited into the Company’s Operating Bank account on July 30, 2021.
These funds are invested only in U.S. government securities with a maturity of 185 days or less or in money market funds meeting certain
conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations. Except
with respect to interest earned on the funds held in the Trust Account that may be released to the Company to pay its franchise and income
tax obligations (less up to $100,000 interest to pay dissolution expenses), the proceeds from the Public Offering and the sale of the
Private Placement Warrants will not be released from the Trust Account until the earliest of (a) the completion of the initial Business
Combination, (b) the redemption of any public shares properly submitted in connection with a stockholder vote to amend the Company’s
amended and restated certificate of incorporation (i) to modify the substance or timing of the ability of holders of the public shares
to seek redemption in connection with the initial Business Combination or the Company’s obligation to redeem 100% of the public
shares if the Company does not complete the initial Business Combination within 18 months from the closing of the Public Offering or
(ii) with respect to any other provision relating to stockholders’ rights or pre-Business Combination activity, and (c) the redemption
of the public shares if the Company is unable to complete the initial Business Combination within 18 months from the closing of the Public
Offering, subject to applicable law. The proceeds deposited in the Trust Account could become subject to the claims of the creditors,
if any, which could have priority over the claims of the public stockholders. The Company will provide its public stockholders
with the opportunity to redeem all or a portion of their public shares upon the completion of the initial Business Combination either
(i) in connection with a stockholder meeting called to approve the initial Business Combination or (ii) by means of a tender offer. The
decision as to whether the Company will seek stockholder approval of a proposed initial Business Combination or conduct a tender offer
will be made by the Company, solely in its discretion, and will be based on a variety of factors such as the timing of the transaction
and whether the terms of the transaction would require the Company to seek stockholder approval under the law or stock exchange listing
requirements. The Company will provide the public stockholders with the opportunity to redeem all or a portion of their public shares
upon the completion of the initial Business Combination at a per-share price, payable in cash, equal to the aggregate amount then on
deposit in the Trust Account as of two business days prior to the consummation of the initial Business Combination, including interest
earned on the funds held in the Trust Account and not previously released to the Company to pay its taxes, divided by the number of then
outstanding public shares, subject to the limitations described herein. The shares of common stock subject to redemption
are recorded at redemption value and classified as temporary equity, in accordance with Financial Accounting Standards Board’s
(“FASB”) Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.”
The Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 upon such consummation
of a Business Combination and, if the Company seeks stockholder approval, a majority of the issued and outstanding shares voted are voted
in favor of the Business Combination. The Company will have only 18 months from the
closing of the Public Offering, or January 29, 2023 (the “Combination Period”) to complete the initial Business Combination.
If the Company is unable to complete the initial Business Combination within the Combination Period, 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, at a per-share price, payable in cash, equal to the aggregate
amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released
to the Company to pay its franchise and income taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number
of then outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (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 of directors, dissolve
and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the
requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to the warrants, which
will expire worthless if the Company fails to complete the initial Business Combination within the Combination Period. On December 22, 2022, the Company held a special
meeting of stockholders (the “Meeting’), At the Meeting, the Company’s stockholders approved an amendment to the Company’s
Amended and Restated Certificate of Incorporation with the Delaware Secretary of State (the “Charter Amendment”), giving the
Company the right to the date by which the Company has to consummate a business combination up to six (6) times (the “Charter Amendment”),
each such extension for an additional one (1) month period (each an “Extension”), from January 29, 2023 to July 29, 2023 (or,
if not a business day, the next business day thereafter) (such date actually extended being referred to as the “Extended Termination
Date”). In connection with the vote on the Charter Amendment at the Special Meeting, a total of 19,533,865 shares of common stock
were submitted for redemption, for the total amount of $201,304,772. On December 14, 2022, in connection with the Extension
the Company entered into Non-Redemption Agreements with certain stockholders which owned 2,431,454 of Common stock, pursuant to which
these stockholders have committed not to redeem their redeemable shares during the vote. In consideration of this agreement, the Sponsor
has agreed to transfer 345,674 of its common stock to the Non-Redeeming Stockholders. The initial stockholders, Sponsors, executive
officers and directors have entered into a letter agreement with the Company, pursuant to which they have agreed to (i) waive their redemption
rights with respect to any founder shares and public shares they hold in connection with the completion of the initial Business Combination,
(ii) waive their redemption rights with respect to any founder shares and public shares they hold in connection with a stockholder vote
to approve an amendment to the Company’s amended and restated certificate of incorporation (A) to modify the substance or timing
of the ability of holders of the public shares to seek redemption in connection with the initial Business Combination or the Company’s
obligation to redeem 100% of the public shares if the Company does not complete the initial Business Combination within the Combination
Period or (B) with respect to any other provision relating to stockholders’ rights or pre-initial Business Combination activity
and (iii) waive their rights to liquidating distributions from the Trust Account with respect to any founder shares they hold if the
Company fails to complete the initial Business Combination within the Combination Period, although they will be entitled to liquidating
distributions from the Trust Account with respect to any public shares they hold if the Company fails to complete the initial Business
Combination within the Combination Period. The Sponsors have agreed that it will be liable
to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective
target business with which the Company has entered into a written letter of intent, confidentiality or other similar agreement or Business
Combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (i) $10.20 per public share and (ii) the
actual amount per public share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.20
per share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any
claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account
(whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters of
the IPO against certain liabilities, including liabilities under the Securities Act. However, the Company has not asked the Sponsors
to reserve for such indemnification obligations, nor has the Company independently verified whether the Sponsors have sufficient funds
to satisfy its indemnity obligations and believe that the Sponsors’ only assets are securities of the Company. Therefore, the Company
cannot assure you that the Sponsors would be able to satisfy those obligations. Liquidity, Capital Resources and Going
Concern As of March 31, 2023, the Company had $2,674
in its operating bank account and working capital deficiency of $773,906. The Company’s liquidity needs up to March
31, 2023, had been satisfied through a capital contribution from the Sponsors of $25,000 (see Note 5) for the founder shares and the
loan under an unsecured promissory note, from the Sponsors, initially of up to $600,000 to cover expenses related to the Initial Public
Offering. This loan was repaid and cancelled upon consummation of IPO and is no longer available for liquidity needs as of March 31,
2023. The Company anticipates that the $2,674 outside
of the Trust Account as of March 31, 2023, will not be sufficient to allow the Company to operate until July 29, 2023, the Extended Termination
Date, assuming that a Business Combination is not consummated during that time. Until consummation of its Business Combination, the Company
will be using the funds not held in the Trust Account, and any additional Working Capital Loans (as defined in Note 5) from the initial
stockholders, the Company’s officers and directors, or their respective affiliates (which is described in Note 5), for identifying
and evaluating prospective acquisition candidates, performing business due diligence on prospective target businesses, traveling to and
from the offices, plants or similar locations of prospective target businesses, reviewing corporate documents and material agreements
of prospective target businesses, selecting the target business to acquire and structuring, negotiating and consummating the business
combination. On September 7, 2021, the Company executed a
convertible promissory note to the Sponsors for an amount of $500,000 (the “Promissory Note”). The Promissory Note is a part
of $1,000,000 working capital facility described in the Note 5. The Promissory Note is non-interest bearing and is repayable at the earlier
of the date of when the Company consummates a Business Combination with another entity, the date on which the Company determines to liquidate
or December 31, 2023. At the option of the Sponsors, in lieu of cash payment of the principal, the Sponsors may receive warrants to purchase
Common Stock of the Company. The Company had borrowed $125,000 on November 15, 2021, under the Promissory Note, which remained outstanding
as of March 31, 2023 and December 31, 2022. On June 29, 2022, the Company entered into a
second promissory note to the Sponsor for the amount of $250,000. The note is non-interest bearing and is payable at the earlier of the
date on which the Maker consummates an initial business combination and January 26, 2023. The Company borrowed $250,000 under this promissory
note which was outstanding as of March 31, 2023 and December 31, 2022. On January 20, 2023, the terms of repayment of this note were
updated to reflect its repayment at the earlier of the close of its initial business combination or August 31, 2023. On September 20, 2022, the Company entered into
a third promissory note to the Sponsor for the amount of $300,000. The note is non-interest bearing and is payable at the earlier of
the date on which the Maker consummates an initial business combination and January 26, 2023. The Company borrowed $300,000 under this
promissory note which was outstanding as of March 31, 2023 and December 31, 2022. On January 20, 2023, the terms of repayment of this
note were updated to reflect its repayment at the earlier of the close of its initial business combination or August 31, 2023. Both notes entered into in 2022 did not include
conversion features. The Company can raise additional capital through
Working Capital Loans from the initial stockholders, the Company’s officers, directors, or their respective affiliates (which is
described in Note 5), or through loans from third parties. None of the Sponsors, officers or directors are under any obligation to advance
funds to, or to invest in, the Company. If the Company is unable to raise additional capital, it may be required to take additional measures
to conserve liquidity, which could include, but not necessarily be limited to, curtailing operations, suspending the pursuit of its business
plan, and reducing overhead expenses. The Company cannot provide any assurance that new financing will be available to it on commercially
acceptable terms, if at all. The Company has until July 29, 2023 or Extended
Termination Date, to consummate a Business Combination. It is uncertain that it will be able consummate a Business Combination within
the Combination Period. If a Business Combination is not consummated within the Combination Period, there will be a mandatory liquidation
and subsequent dissolution. In connection with the Company’s assessment of going concern considerations in accordance with the
authoritative guidance FASB Accounting Standards Update (“ASU”) Topic 2014-15, “Disclosure of Uncertainties About an
Entity’s Ability to Continue as a Going Concern”, management has determined that liquidity issues and capital constraints
as described above, in addition to the mandatory liquidation, and subsequent dissolution, should the Company be unable to complete a
Business Combination, raises substantial doubt about the Company’s ability to continue as a going concern for one year from the
issuance date of these unaudited condensed financial statements. No adjustments have been made to the carrying amounts of assets and
liabilities should the Company be required to liquidate after July 29, 2023. The unaudited condensed financial statements do not include
any adjustment that might be necessary if the Company is unable to continue as a going concern. Risks and Uncertainties Impact of COVID-19 Management is currently evaluating the impact
of the COVID-19 pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s
financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as
of the date of these unaudited condensed financial statements. The unaudited condensed financial statements do not include any adjustments
that might result from the outcome of this uncertainty. Impact of the Military Conflict in Ukraine In February 2022, the Russian Federation and
Belarus commenced a military action with the country of Ukraine. As a result of this action, various nations, including the United States,
have instituted economic sanctions against the Russian Federation and Belarus. Further, the impact of this action and related sanctions
on the world economy are not determinable as of the date of these unaudited condensed financial statements. Inflation Reduction Act of 2022 On August 16, 2022, the Inflation Reduction Act
of 2022 (the “IR Act”) was signed into federal law. The IR Act provides for, among other things, a new U.S. federal 1% excise
tax on certain repurchases of stock by publicly traded U.S. domestic corporations and certain U.S. domestic subsidiaries of publicly
traded foreign corporations occurring on or after January 1, 2023. The excise tax is imposed on the repurchasing corporation itself,
not its shareholders from which shares are repurchased. The amount of the excise tax is generally 1% of the fair market value of the
shares repurchased at the time of the repurchase. However, for purposes of calculating the excise tax, repurchasing corporations are
permitted to net the fair market value of certain new stock issuances against the fair market value of stock repurchases during the same
taxable year. In addition, certain exceptions apply to the excise tax. The U.S. Department of the Treasury (the “Treasury”)
has been given authority to provide regulations and other guidance to carry out and prevent the abuse or avoidance of the excise tax. Any redemption or other repurchase that occurs
after December 31, 2022, in connection with a Business Combination, extension vote or otherwise, may be subject to the excise tax. Whether
and to what extent the Company would be subject to the excise tax in connection with a Business Combination, extension vote or otherwise
would depend on a number of factors, including (i) the fair market value of the redemptions and repurchases in connection with the Business
Combination, extension or otherwise, (ii) the structure of a Business Combination, (iii) the nature and amount of any “PIPE”
or other equity issuances in connection with a Business Combination (or otherwise issued not in connection with a Business Combination
but issued within the same taxable year of a Business Combination) and (iv) the content of regulations and other guidance from the Treasury.
In addition, because the excise tax would be payable by the Company and not by the redeeming holder, the mechanics of any required payment
of the excise tax have not been determined. The foregoing could cause a reduction in the cash available on hand to complete a Business
Combination and in the Company’s ability to complete a Business Combination. |
