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): November 1623, 2021

Warrior Technologies Acquisition Company

(Exact name of registrant as specified in its charter)

Delaware		001-40124		85-2180589
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

400 W. Illinois, Suite 1120

Midland, Texas

79701

(Address of Principal Executive Offices)

(Zip Code)

(432) 818-0498
(Registrant’s telephone number, including area code)

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:


☐		Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐		Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐		Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐		Pre-commencements communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Units, each consisting of one share of Class A common stock and one-half of one warrant	WARR.U	The New York Stock Exchange
Class A common stock, par value $0.0001 per share	WARR	The New York Stock Exchange
Warrants, each whole warrant exercisable for one share of Class A common stock at an exercise price of $11.50 per share	WARR.WS	The New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☒

Item 43.~~02Non-Reliance on~~01 ~~Previously~~Notice ~~Issued~~of ~~Financial~~Delisting ~~Statement~~ or ~~Related~~Failure ~~Audit~~to ~~Report~~Satisfy a Continued Listing Rule or ~~Completed~~Standard; ~~Interim~~Transfer ~~Review~~of Listing.

InAs ~~light~~previously ofdisclosed ~~recent~~in ~~guidance,~~ the ~~management~~Form of12b-25 filed on November 16, 2021 by Warrior Technologies Acquisition Company (the “Company”) with the Securities Exchange Commission (the “SEC”), in light of recent guidance, the management of the Company has re-evaluated the Company’s application of ASC 480-10-S99-3A to its accounting classification of the redeemable shares of Class A common stock, par value $0.0001 per share (the “Public Shares”), issued as part of the units sold in the Company’s initial public offering ~~(the “IPO”)~~ on March 2, 2021. Historically, a portion of the Public Shares was classified as permanent equity to maintain net tangible assets greater than $5,000,000 on the basis that the Company will consummate its initial business combination only if the Company has net tangible assets of at least $5,000,001. Pursuant to such re-evaluation, the Company’s management has determined that the Public Shares include certain provisions that require classification of the Public Shares as temporary equity regardless of the minimum net tangible assets required to complete the Company’s initial business combination.

OnIn connection with the foregoing, on November 1623, 2021, the Company’s ~~management~~received ~~and~~a notice (the ~~Audit~~“Notice”) ~~Committee~~from of the ~~Company’s~~New ~~board~~York ofStock ~~directors~~Exchange (the “~~Audit Committee~~NYSE”) ~~concluded~~stating that, inthe ~~light~~Company ofis ~~recent~~not ~~guidance,~~in itcompliance iswith ~~appropriate~~NYSE tocontinued ~~restate~~listing requirements under the ~~Company’s~~timely ~~previously~~filing ~~issued~~criteria ~~audited~~established ~~financial~~in ~~statements~~Section ~~included~~802.01E onof the ~~audited~~NYSE ~~balance~~Listed ~~sheet~~Company ~~dated~~Manual ~~March~~(the 2,“Rule”) ~~2021,~~as ~~filed~~a result of its failure to timely file the Quarterly Report on Form 810-KQ onfor ~~March~~fiscal 9quarter ended September 30, 2021 (the “~~Non-Reliance~~Form ~~Financial Statement~~10-Q”) with the SEC. The Rule requires listed companies to timely file all required periodic financial reports with the SEC. The Notice has no immediate effect on the listing or trading of the Company’s securities.

~~Considering~~Under ~~such restatement~~NYSE, the ~~Non-Reliance Financial Statement should no longer be relied upon. As such, the~~ Company ~~will~~has ~~restate~~six ~~its~~months ~~financial~~from ~~statements for~~ the ~~period~~due ~~affected~~date byof the ~~Non-Reliance Financial Statement in the Company’s Quarterly Report on~~ Form 10-Q, ~~for~~or ~~the~~until ~~quarterly~~May ~~period ended March 31~~22, ~~2021 (the “Q1 Form 10-Q”)~~2022, asto ~~described~~regain ~~therein~~compliance. The Company’s ~~remediation~~filed ~~plan with respect to such material weakness is described in more detail in~~ the Q1 Form 10-Q on November 24, 2021.

~~The~~As ~~Company~~required ~~does~~by ~~not~~NYSE ~~expect~~rules, ~~any~~on ofNovember 24, 2021, the ~~above~~Company ~~changes~~issued ~~will~~a ~~have~~press ~~any~~release ~~impact~~regarding onthe ~~its~~matters ~~cash~~described ~~position~~in ~~and~~this ~~cash~~Item ~~held~~3.01. inA ~~the~~copy ~~trust~~of ~~account~~the ~~established~~press inrelease ~~connection~~is ~~with~~included ~~the~~as ~~IPO~~Exhibit 99.1 to this current report and incorporated herein by reference.

~~The Company’s management and the Audit Committee have discussed the matters disclosed in this Current Report on Form 8-K pursuant to this~~ Item 49.0201 ~~with~~Financial ~~Marcum~~Statements ~~LLP,~~and ~~the Company’s independent registered accounting firm~~Exhibits.

(d)Exhibits

Exhibit No.		Description of Exhibits

99.1		Press Release dated November 24, 2021

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.

	Warrior Technologies Acquisition Company
Date: November 16, 2021	By:	/s/ H.H. “Tripp” Wommack III
Date: November 24, 2021	By:	/s/ H.H. “Tripp” Wommack III
	Name:	H.H. “Tripp” Wommack III
	Title:	President, Chairman, Chief Executive Officer and Chief Financial Officer

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