Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

As previously disclosed in the Form 12b-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 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.

In connection with the foregoing, on November 23, 2021, the Company received a notice (the "Notice") from the New York Stock Exchange (the "NYSE") stating that the Company is not in compliance with NYSE continued listing requirements under the timely filing criteria established in Section 802.01E of the NYSE Listed Company Manual (the "Rule") as a result of its failure to timely file the Quarterly Report on Form 10-Q for fiscal quarter ended September 30, 2021 (the "Form 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.

Under NYSE, the Company has six months from the due date of the Form 10-Q, or until May 22, 2022, to regain compliance. The Company filed the Form 10-Q on November 24, 2021.

As required by NYSE rules, on November 24, 2021, the Company issued a press release regarding the matters described in this Item 3.01. A copy of the press release is included as Exhibit 99.1 to this current report and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.





(d)Exhibits



Exhibit No.            Description of Exhibits

99.1            Press Release dated November 24, 2021












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