UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

____________________

FORM 8-K

CURRENT REPORT

_____________________

Pursuant to Section 13 OR 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 11, 2014

WL ROSS HOLDING CORP.

(Exact name of registrant as specified in its charter)

(212) 826-1100

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

On June 5, 2014, the registration statement (File No. 333-195854) (the “Basic Registration Statement”), as amended, for WL Ross Holding Corp.’s (the “Company”) initial public offering (“IPO”) was declared effective by the Securities and Exchange Commission. On June 5, 2014, the Company also filed a registration statement on Form S-1 (File No. 333-196547) pursuant to Rule 462(b) of the Securities Act of 1933, as amended. In connection therewith and the closing of the IPO, the Company entered into the following agreements previously filed as exhibits to the Basic Registration Statement:

On June 11, 2014, the Company consummated its IPO of 50,025,000 units (the “Public Units”) of the Company, whereby each such unit (“Unit”) consists of one share of common stock of the Company, par value $0.0001 per share (“Common Stock”), and one warrant of the Company (“Warrant”) to purchase one-half of a share of Common Stock at an exercise price of $5.75 per half share of Common Stock, including 6,525,000 Units issued pursuant to the full exercise of the underwriters’ over-allotment option. The Public Units were sold at a price of $10.00 per share, generating gross proceeds to the Company of $500,250,000.

Simultaneously with the closing of the IPO, the Company completed the private sale of 22,400,00 warrants (the “Private Placement Warrants”) at a purchase price of $0.50 per Private Placement Warrant, to the Company’s sponsor, WL Ross Sponsor LLC (the “Sponsor”), generating gross proceeds to the Company of $11,200,000. The Private Placement Warrants are identical to the warrants sold as part of the Public Units in the IPO, except that the Sponsor has agreed not to transfer, assign or sell any of the Private Placement Warrants (except to certain permitted transferees) until 30 days after the completion of the Company’s initial business combination. The Private Placement Warrants are also not redeemable by the Company so long as they are held by the Sponsor or its permitted transferees.

A total of $500,250,000, comprised of approximately $489,050,000 million of the proceeds from the IPO, including approximately $18.3 million of the underwriters’ deferred discount, and the proceeds of the sale of the Private Placement Warrants were placed in a trust account maintained by Continental Stock Transfer & Trust Company, acting as trustee. These funds will not be released until the earlier of the Company’s completion of its initial business combination or the Company’s liquidation, although the Company may withdraw the interest earned on the funds held in the trust account to pay franchise and income taxes.

An audited balance sheet as of June 11, 2014 reflecting the Company’s receipt of the IPO proceeds and the proceeds of the sale of the Private Placement Warrants have been issued by the Company and are included as Exhibit 99.1 to this Current Report on Form 8-K.

On June 11, 2014, the Company issued a press release, a copy of which is attached as Exhibit 99.2 to this Current Report on Form 8-K, announcing the closing of the IPO and the full exercise of the underwriters’ over-allotment option.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

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