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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): February 25, 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) |
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(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) |
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☐ | | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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☐ | | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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☐ | | 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 1.01Entry into a Material Definitive Agreement.
On March 2, 2021, Warrior Technologies Acquisition Company (the “Company”) consummated its initial public offering (the “IPO”) of 27,600,000 units (the “Units”), including 3,600,000 Units issued pursuant to the full exercise of the underwriters’ over-allotment option. Each Unit consists of one share of Class A common stock, par value $0.0001 per share (the “Class A Common Stock”), of the Company and one-half of one warrant of the Company (the “Warrants”), with each whole Warrant entitling the holder thereof to purchase one whole share of Class A Common Stock for $11.50 per share. The Units were sold at a price of $10.00 per unit, generating gross proceeds to the Company of $276,000,000.
In connection with the IPO, the Company entered into the following agreements previously filed as exhibits to the Company’s registration statements on Form S-1 (File Nos. 333-252792 and 333-253551) (together, the “Registration Statement”):
| • | An Underwriting Agreement, dated February 25, 2021, among the Company and Raymond James & Associates, Inc. and EarlyBirdCapital, Inc., as representatives of the several underwriters, attached hereto as Exhibit 1.1. |
| • | An Investment Management Trust Agreement, dated February 25, 2021, between the Company and Continental Stock Transfer & Trust Company, as trustee, attached hereto as Exhibit 10.1. |
| • | A Warrant Agreement, dated February 25, 2021, between the Company and Continental Stock Transfer & Trust Company, as warrant agent, attached hereto as Exhibit 4.1. |
| • | A Registration Rights Agreement, dated February 25, 2021, among the Company and certain security holders named therein, attached hereto as Exhibit 10.2. |
| • | Letter Agreements, each dated February 25, 2021, between the Company, its officers and directors and Warrior Technologies Sponsor, LLC (the “Sponsor”), attached hereto as Exhibits 10.3-10.6. |
| • | Indemnity Agreements, each dated February 25, 2021, between the Company and each of its officers and directors, attached hereto as Exhibits 10.7-10.10. |
On February 25, 2021, the Company and the Sponsor entered into Amendment No. 2 to the Sponsor Warrants Purchase Agreement, dated January 15, 2021, to increase the number of warrants (the “Private Placement Warrants”) purchased to an aggregate of 7,820,000 Private Placement Warrants. The foregoing description does not purport to be complete and is qualified in its entirety by reference to Amendment No. 2 to the Sponsor Warrants Purchase Agreement, a copy of which is attached hereto as Exhibit 10.11 and is incorporated herein by reference.
Item 3.02.Unregistered Sales of Equity Securities.
Simultaneously with the closing of the IPO, the Company completed the private sale of 7,820,000 Private Placement Warrants at a purchase price of $1.00 per Private Placement Warrant (the “Private Placement”), to the Sponsor, generating gross proceeds to the Company of $7,820,000. The Private Placement Warrants are identical to the warrants sold as part of the 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. So long as the Private Placement Warrants are held by the Sponsor or their permitted transferees, the Private Placement Warrants will not be redeemable for cash by the Company and will be exercisable on a cashless basis. The issuance of the Private Placement Warrants was made pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended.
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Item 5.03.Amendments to Certificate of Incorporation or Bylaws; Change in Fiscal Year.
On February 25, 2021, the Company filed its Amended and Restated Certificate of Incorporation in the State of Delaware. The terms of the Amended and Restated Certificate of Incorporation are set forth in the Registration Statement and are incorporated herein by reference. A copy of the Amended and Restated Certificate of Incorporation is attached as Exhibit 3.1 hereto and is incorporated by reference herein.
Item 8.01.Other Events.
A total of $276,000,000, comprised of $270,480,000 of the proceeds from the IPO, including $9,660,000 of the underwriters’ deferred discount, and $5,520,000 of the proceeds from the Private Placement, were placed in a U.S.-based trust account maintained by Continental Stock Transfer & Trust Company, acting as trustee. Except with respect to interest earned on the funds in the trust account that may be released to the Company to pay its franchise and income taxes and expenses relating to the administration of the trust account, the proceeds from the IPO and the Private Placement held in the trust account will not be released until the earliest of (a) the completion of the Company’s initial business combination, (b) the redemption of any public shares properly tendered in connection with a shareholder vote to amend the Company’s Amended and Restated Certificate of Incorporation (i) to modify the substance or timing of its obligation to redeem 100% of its public shares if the Company does not complete its initial business combination within 18 months from the closing of the IPO or (ii) with respect to any other provisions relating to stockholders’ rights or pre-initial business combination activity, and (c) the redemption of all of the Company’s public shares if it is unable to complete its business combination within 18 months from the closing of the IPO, subject to applicable law.
On February 25, 2021, the Company issued a press release, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K, announcing the pricing of the IPO. On March 2, 2021, 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.
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Item 9.01 Financial Statements and Exhibits
(d)Exhibits
Exhibit No. | | Description of Exhibits |
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1.1 | | Underwriting Agreement, dated February 25, 2021, among the Company and Raymond James & Associates, Inc. and EarlyBirdCapital, Inc., as representatives of the several underwriters. |
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3.1 | | Amended and Restated Certificate of Incorporation, dated February 25, 2021. |
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4.1 | | Warrant Agreement, dated February 25, 2021, between the Company and Continental Stock Transfer & Trust Company, as warrant agent. |
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10.1 | | Investment Management Trust Agreement, dated February 25, 2021, between the Company and Continental Stock Transfer & Trust Company, as trustee. |
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10.2 | | Registration Rights Agreement, dated February 25, 2021, among the Company and certain security holders named therein. |
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10.3 | | Letter Agreement, dated February 25, 2021, among the Company, the Sponsor and H.H. “Tripp” Wommack III. |
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10.4 | | Letter Agreement, dated February 25, 2021, among the Company, the Sponsor and Todd Overbergen. |
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10.5 | | Letter Agreement, dated February 25, 2021, among the Company, the Sponsor and Marcus Rowland. |
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10.6 | | Letter Agreement, dated February 25, 2021, among the Company, the Sponsor and James Benson. |
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10.7 | | Indemnity Agreement, dated February 25, 2021, between the Company and H.H. “Tripp” Wommack III. |
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10.8 | | Indemnity Agreement, dated February 25, 2021, between the Company and Todd Overbergen. |
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10.9 | | Indemnity Agreement, dated February 25, 2021, between the Company and Marcus Rowland |
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10.10 | | Indemnity Agreement, dated February 25, 2021, between the Company and James Benson. |
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10.11 | | Amendment No. 2 to Sponsor Warrants Purchase Agreement, dated February 25, 2021, between the Company and the Sponsor. |
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99.1 | | Press Release, dated February 25, 2021. |
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99.2 | | Press Release, dated March 2, 2021. |
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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 |
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Date: March 3, 2021 | By: | /s/ H.H. “Tripp” Wommack III |
| Name: | H.H. “Tripp” Wommack III |
| Title: | Chairman, President, Chief Executive Officer and Chief Financial Officer |
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