United States securities and exchange commission logo





                             July 15, 2021

       David B. Williams
       Co-Chief Executive Officer
       Williams Rowland Acquisition Corp.
       450 Post Road East
       Westport, CT 06880

                                                        Re: Williams Rowland
Acquisition Corp.
                                                            Amendment No. 1 to
                                                            Registration
Statement on Form S-1
                                                            Filed July 12, 2021
                                                            File No. 333-257396

       Dear Mr. Williams:

             We have reviewed your amended registration statement and have the
following
       comments. In some of our comments, we may ask you to provide us with
information so we
       may better understand your disclosure.

              Please respond to this letter by amending your registration
statement and providing the
       requested information. If you do not believe our comments apply to your
facts and
       circumstances or do not believe an amendment is appropriate, please tell
us why in your
       response.

              After reviewing any amendment to your registration statement and
the information you
       provide in response to these comments, we may have additional comments.
Unless we note
       otherwise, our references to prior comments are to comments in our July
9, 2021 letter.

       Amendment No. 1 to Registration Statement of Form S-1 Filed July 12,
2021

       General

   1.                                                   We note that three
anchor investors have each expressed an interest to purchase up to
                                                        9.9% of the units being
sold in this offering, and have purchased (or will purchase)
                                                        125,000 founder shares
from your sponsor. Accordingly, please address the following:

                                                              Disclose on the
cover page the aggregate percentage of the units that the anchor
                                                            investors may
purchase in this offering.
                                                              Disclose the per
share purchase price of the anchor investors' 375,000 founder shares,
                                                            and expand upon how
the interests of the anchor investors may differ from other
 David B. Williams
Williams Rowland Acquisition Corp.
July 15, 2021
Page 2
           public stockholders with respect to a vote on an initial business
combination.
             Revise to clarify the timing of the anchor investors' purchase of
these founder shares.
           In this regard we note disclosures on pages 16, 116, and 118 that
the anchor investors
           already "own" or have "purchased" such founder shares, which appears
to conflict
           with disclosure on your cover page that such shares "will" be
purchased.
             Revise to clarify how forfeiture of an anchor investors' founder
shares will operate if
           an anchor investor does not purchase "the full 9.9% of the units it
has expressed an
           interest in purchasing." In this regard we note disclosure on page
16 that "all" of an
           anchor investor's founder shares will be forfeited, which appears to
conflict with
           section 3.1 of the Subscription Agreement with Anchor Investors
filed as Ex. 10.9
           indicating forfeiture would be proportional to the number of units
actually purchased.
             Revise to address how the sale of any founder shares to anchor
investors will impact
           (i) your sponsor's potential forfeiture of its already outstanding
founders shares "so
           that our initial stockholders will maintain ownership of 20% of our
common stock
           after this offering," as well as (ii) your plans to effect a stock
dividend or other
           appropriate mechanism, if you increase or decrease the size of the
offering, in
           order "to maintain the ownership of our initial stockholders at
20.0%" following this
           offering. In this regard, please explain how your sponsor and
initial stockholders
           would own approximately 19.2% of your outstanding shares if the
over-allotment
           option is exercised in full.
Exhibit Index, page II-7

2.     Please direct counsel to revise its opinion filed as Ex. 5.1 to opine on
the legality of the
       Over-Allotment Units as well as to revise, consistent with the
prospectus, the number of
       Over-Allotment Units that may be issued.
       You may contact Frank Knapp at (202) 551-3805 or Wilson Lee at (202)
551-3468 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Christopher Dunham at (202) 551-3783 or Maryse Mills-Apenteng at (202)
551-3457
with any other questions.



                                                              Sincerely,
FirstName LastNameDavid B. Williams
                                                              Division of
Corporation Finance
Comapany NameWilliams Rowland Acquisition Corp.
                                                              Office of Real
Estate & Construction
July 15, 2021 Page 2
cc:       Giovanni Caruso, Esq.
FirstName LastName