Warrior Technologies Acquisition Company
(Exact name of registrant as specified in its charter)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☒ No ☐

As of ~~November 17, 2021,~~May 16, 2022, 27,600,000 shares of Class A common stock, par value $0.0001 per share, and 6,900,000 shares of Class B common stock, par value $0.0001 per share, were issued and outstanding, respectively.

							March 31, 2022			December 31, 2021
	September 30, 2021			December 31, 2020			(Unaudited)
Assets:	(Unaudited)
Current assets:
Cash and cash equivalents	$	905,110		$	1,061		$	232,706		$	812,409
Prepaid expenses - current		230,825			-			268,153			226,667
Total current assets		1,135,935			1,061			500,859			1,039,076
Prepaid expenses - long-term		91,902		-				-		35,653
Deferred offering costs		-			370,649
Investments held in Trust Account		276,008,128			-			276,017,338			276,014,523
Total Assets	$	277,235,965		$	371,710		$	276,518,197		$	277,089,252

Liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders' Deficit:
Liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders’ Deficit:
Current liabilities:
Accounts payable	$	6,125		$	195,813		$	41,233		$	170,728
Accrued expenses		85,000			167,954			87,067			61,471
Note payable - related party		-			41,000
Franchise tax payable		146,249			2,643			50,000			200,000
Total current liabilities		237,374			407,410			178,300			432,199
Derivative warrant liabilities		11,891,000			-			5,405,000			10,810,000
Deferred underwriting commissions		9,660,000			-			9,660,000			9,660,000
Total liabilities		21,788,374			407,410			15,243,300			20,902,199

Commitments and Contingencies

Class A common stock, $0.0001 par value; 27,600,000 and -0- shares as of September 30, 2021 and December 31, 2020, respectively		276,000,000			-
Class A common stock subject to possible redemption, $0.0001 par value; 27,600,000 shares at redemption value of $10.00 per share as of March 31, 2022 and December 31, 2021								276,000,000			276,000,000

Stockholders' Deficit:
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; NaN issued and outstanding as of September 30, 2021 and December 31, 2020		-			-
Class A common stock, $0.0001 par value; 100,000,000 shares authorized as of September 30, 2021 and December 31, 2020, respectively		-			-
Class B common stock, $0.0001 par value; 10,000,000 shares authorized; 6,900,000 shares issued and outstanding as of September 30, 2021 and December 31, 2020		690			690
Stockholders’ Deficit:
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; NaN issued and outstanding								-			-
Class A common stock, $0.0001 par value; 100,000,000 shares authorized; 0 non-redeemable shares issued and outstanding as of March 31, 2022 and December 31, 2021								-			-
Class B common stock, $0.0001 par value; 10,000,000 shares authorized; 6,900,000 shares issued and outstanding as of March 31, 2022 and December 31, 2021								690			690
Additional paid-in capital		-			24,310			-			-
Accumulated deficit		(20,553,099	)		(60,700	)		(14,725,793	)		(19,813,637	)
Total stockholders' deficit		(20,552,409	)		(35,700	)
Total Liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders' Deficit	$	277,235,965		$	371,710
Total stockholders’ deficit								(14,725,103	)		(19,812,947	)
Total Liabilities, Class A Common Stock Subject to Possible Redemption and Stockholders’ Deficit							$	276,518,197		$	277,089,252

The accompanying notes are an integral part of these unaudited condensed financial statements.

	For the Three Months Ended September 30, 2021			For the Nine Months Ended September 30, 2021			For The Three Months Ended March 31,
	(unaudited)			(unaudited)			2022			2021
General and administrative expenses	$	52,694		$	246,876		$	268,921		$	48,829
Franchise tax expenses		49,864			145,653			51,050			46,474
Loss from operations		(102,558	)		(392,529	)		(319,971	)		(95,303	)
Other income (expenses)
Other income (expenses):
Change in fair value of derivative warrant liabilities		4,540,200			7,567,000			5,405,000			-
Offering costs associated with derivative liabilities								-			(743,650)
Income from investments held in Trust Account		4,799			8,128			2,815			-
Offering costs associated with derivative liabilities		-			(743,650	)
Net income	$	4,442,441		$	6,438,949
Net income (loss)							$	5,087,844		$	(838,953	)

Weighted average shares outstanding of Class A common stock subject to possible redemption, basic and diluted		27,600,000			21,534,066
Basic and diluted net loss per common stock, Class A common stock subject to possible redemption	$	0.13		$	0.23
Weighted average shares outstanding of Class B common stock, basic and diluted		6,900,000			6,702,198
Basic and diluted net loss per share, Class B common stock	$	0.13		$	0.23
Weighted average shares outstanding of Class A common, basic and diluted								27,600,000			9,200,000
Basic and diluted net income (loss) per common stock, Class A common stock							$	0.15		$	(0.05	)
Weighted average shares outstanding of Class B common stock, basic								6,900,000			6,300,000
Basic and diluted net income (loss) per share, Class B common stock							$	0.15		$	(0.05	)

The accompanying notes are an integral part of these unaudited condensed financial statements.

For The Three ~~and Nine~~ Months Ended ~~September 30,~~March 31, 2022 (Unaudited)

	Common Stock												Total
	Class A			Class B				Additional Paid-In		Accumulated			Stockholders’
	Shares	Amount		Shares		Amount		Capital		Deficit			Deficit
Balance - December 31, 2021	-	$	-		6,900,000	$	690	$	-	$	(19,813,637	)	$	(19,812,947	)
Net income	-		-	-		-		-			5,087,844			5,087,844
Balance - March 31, 2022 (unaudited)	-	$	-		6,900,000	$	690	$	-	$	(14,725,793	)	$	(14,725,103	)

Common Stock

Class A

Class B

Additional Paid-In

Accumulated

Total Stockholders'

Shares

Amount

Shares

Amount

Capital

Deficit

Deficit

Balance - December 31, 2020

-

$
-

6,900,000

$
690

$
24,310

$
(60,700
)

$
(35,700
)
Excess cash received over the fair value of the private warrants

-

-

-

-

782,000

-

782,000

Accretion of Class A common stock subject to possible redemption amount

-

-

-

-

(806,310
)

(26,931,348
)

(27,737,658
)
Net loss

-

-

-

-

-

(838,953
)

(838,953
)
Balance - March 31, 2021 (unaudited)

-

-

6,900,000

690

-

(27,831,001
)

(27,830,311
)
Net income

-

-

-

-

-

2,835,461

2,835,461

Balance - June 30, 2021 (unaudited)

-

-

6,900,000

690

-

(24,995,540
)

(24,994,850
)
Net income

-

-

-

-

-

4,442,441

4,442,441

Balance - September 30, 2021 (unaudited)

-

$
-

6,900,000

$
690

$
-

$
(20,553,099
)

$
(20,552,409
)

	Common Stock													Total
	Class A			Class B				Additional Paid-In			Accumulated			Stockholders’
	Shares	Amount		Shares		Amount		Capital			Deficit			Deficit
Balance - December 31, 2020	-	$	-		6,900,000	$	690	$	24,310		$	(60,700	)	$	(35,700	)
Excess cash received over the fair value of the private warrants	-	-		-		-			782,000		-				782,000
Change in carrying amount of Class A common stock subject to possible redemption	-	-		-		-			(806,310	)		(26,931,348	)		(27,737,658	)
Net loss	-	-		-		-		-				(838,953	)		(838,953	)
Balance - March 31, 2021 (unaudited)	-	$	-		6,900,000	$	690	$	-		$	(27,831,001	)	$	(27,830,311	)

The accompanying notes are an integral part of these unaudited condensed financial statements.

				For The Three Months Ended March 31,
				2022			2021
Cash Flows from Operating Activities:
Net income	$	6,438,949
Adjustments to reconcile net income to cash used in operating activities:
Net income (loss)				$	5,087,844		$	(838,953	)
Adjustments to reconcile net income (loss) to cash used in operating activities:
Change in fair value of derivative warrant liabilities		(7,567,000	)		(5,405,000	)		-
Income from investments held in Trust Account		(8,128	)		(2,815	)		-
Offering costs associated with derivative liabilities		743,650			-			743,650
Changes in operating assets and liabilities:
Prepaid expenses		(322,727	)		(5,833	)		(453,920	)
Accounts payable		(189,688	)		(129,495	)		(195,813	)
Accrued expenses		(22,914	)		25,597			41,144
Franchise tax payable		143,606			(150,001	)		44,728
Net cash used in operating activities		(784,252	)		(579,703	)		(659,164	)

Cash Flows from Investing Activities
Cash Flows from Investing Activities:
Cash deposited in Trust Account		(276,000,000	)		-			(276,000,000	)
Net cash used in investing activities		(276,000,000	)		-			(276,000,000	)

Cash Flows from Financing Activities:
Proceeds from note payable to related party		300,000			-			300,000
Repayment of note payable to related party		(41,000	)		-			(41,000	)
Proceeds received from initial public offering, gross		276,000,000			-			276,000,000
Proceeds received from private placement, net of note payable		7,520,000
Proceeds received from Private Placement, net of note payable					-			7,520,000
Offering costs paid		(6,090,699	)		-			(6,066,144	)
Net cash provided by financing activities		277,688,301			-			277,712,856

Net increase in cash and cash equivalents		904,049

Net change in cash and cash equivalents					(579,703	)		1,053,692
Cash and cash equivalents - beginning of the period		1,061			812,409			1,061
Cash and cash equivalents - end of the period	$	905,110		$	232,706		$	1,054,753

Supplemental disclosure of noncash activities:
Offering costs included in accounts payable				$	-		$	1,380
Offering costs included in accrued expenses	$	85,000		$	-		$	108,174
Reversal of accrued expenses	$	145,040		$	-		$	145,040
Deferred underwriting commissions in connection with the initial public offering	$	9,660,000		$	-		$	9,660,000

The accompanying notes are an integral part of these unaudited condensed financial statements.

Warrior Technologies Acquisition Company (the “Company”) is a blank check company incorporated in Delaware on July 14, 2020. The Company was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses (the “Business Combination”). The Company is an emerging growth company and, as such, the Company is subject to all of the risks associated with emerging growth companies.

As of ~~September 30, 2021,~~March 31, 2022, the Company had not commenced any operations. All activity for the period from July 14, 2020 (inception) through ~~September 30, 2021~~March 31, 2022 relates to the Company’s formation and the initial public offering (the “Initial Public Offering”) described ~~below.~~below,and, subsequent to the Initial Public Offering, identifying a target company for a Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating income in the form of interest income on cash and cash equivalents from the proceeds derived from the Initial Public Offering. The Company has selected December 31 as its fiscal year end.

The Company’s sponsor is Warrior Technologies Sponsor, LLC, a Delaware limited liability company (the “Sponsor”). The registration statement for the Company’s Initial Public Offering was declared effective on February 25, 2021. On March 2, 2021, the Company consummated its Initial Public Offering of 27,600,000 units (the “Units” and, with respect to the Class A common stock included in the Units being offered, the “Public Shares”), including the exercise of the ~~underwriter's~~underwriter’s option to purchase 3,600,000 additional Units to cover over-allotments (the “Over-Allotment Units”), at $10.00 per Unit, generating gross proceeds of ~~$276.0 million,~~$276,000,000, and incurring offering costs of approximately ~~$16.1 million,~~$16,100,000, of which approximately ~~$9.7 million~~$9,700,000 and approximately $149,000 was for deferred underwriting commissions and deferred legal fees respectively (Note 5).

Simultaneously with the closing of the Initial Public Offering, the Company consummated the private placement (“Private Placement”) of 7,820,000 warrants (each, a “Private Placement Warrant” and collectively, the “Private Placement Warrants”) at a price of $1.00 per Private Placement Warrant to the Sponsor, generating proceeds of approximately ~~$7.8 million~~$7,800,000 (Note 4).

Upon the closing of the Initial Public Offering and the Private Placement, ~~$276.0 million~~$276,000,000 ($10.00 per Unit) of the net proceeds of the Initial Public Offering and certain of the proceeds of the Private Placement was placed in a trust account (“Trust Account”) located in the United States with Continental Stock Transfer & Trust Company acting as trustee, and invested only in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”) having a maturity of 180 days or less or in money market funds meeting certain conditions under Rule 2a‑7 promulgated under the Investment Company Act that invest only in direct U.S. government treasury obligations, as determined by the Company, until the earlier of: (i) the completion of a Business Combination and (ii) the distribution of the Trust Account as described below.

The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that the Company will be able to complete a Business Combination successfully. The Company must complete one or more initial Business Combinations having an aggregate fair market value of at least 80% of the value of the funds held in the Trust Account (excluding the deferred underwriting commissions and taxes payable on the income earned on the Trust Account) at the time of the agreement to enter into the initial Business Combination. However, the Company only intends to complete a Business Combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires an interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act.

The Company will provide the holders of the Public Shares (the “Public Stockholders”) with the opportunity to redeem all or a portion of their Public Shares upon the completion of a Business Combination either (i) in connection with a stockholder meeting called to approve a Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Stockholders will be entitled to redeem their Public Shares for a pro rata portion of the amount then held in the Trust Account (initially anticipated to be $10.00 per Public Share). The per-share amount to be distributed to Public Stockholders who redeem their Public Shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters (as discussed in Note 5). If the Company seeks stockholder approval, the Company will proceed with a Business Combination if a majority of the shares voted are voted in favor of a Business Combination. The Company will not redeem the Public Shares in connection with a Business Combination in an amount that would cause its net tangible assets to be less than $5,000,001. If a stockholder vote is not required by law and the Company does not decide to hold a stockholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”), conduct the redemptions pursuant to the tender offer rules of the U.S. Securities and Exchange Commission (“SEC”) and file tender offer documents with the SEC prior to completing a Business Combination. If, however, stockholder approval of the transaction is required by law, or the Company decides to obtain stockholder approval for business or legal reasons, the Company will offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer rules. Additionally, each Public Stockholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed transaction or do not vote at all or are not a holder of record of Public Shares on the record date established in connection with a Business Combination. If the Company seeks stockholder approval in connection with a Business Combination, the Initial Stockholders (as defined below) agreed to vote their Founder Shares (as defined below in Note 4) and any Public Shares purchased during or after the Initial Public Offering in favor of a Business Combination. In addition, the Initial Stockholders agreed to waive their redemption rights with respect to their Founder Shares and Public Shares in connection with the completion of a Business Combination.

The ~~Amended and Restated~~ Certificate of Incorporation ~~(“Certificate of Incorporation”)~~ provides that a Public Stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 20% or more of the Public Shares, without the prior consent of the Company.

The holders of the Founder Shares (the “Initial Stockholders”) agreed not to propose an amendment to the Certificate of Incorporation to modify the substance or timing of the Company’s obligation to redeem 100% of the Public Shares if the Company does not complete a Business Combination within the Combination Period (as defined below) or with respect to any other material provisions relating to stockholders’ rights or pre-initial Business Combination activity, unless the Company provides the Public Stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment.

If the Company is unable to complete a Business Combination within 18 months from the closing of the Initial Public Offering, or September 2, 2022, (the “Combination Period”) and the Company’s stockholders have not amended the Certificate of Incorporation to extend such Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to the Company to pay its franchise and income taxes as well as expenses relating to the administration of the Trust Account (less up to $100,000 of interest released to the Company to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining stockholders and the Board, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law.

The Initial Stockholders agreed to waive their rights to liquidating distributions from the Trust Account with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Initial Stockholders acquire Public Shares in or after the Initial Public Offering, they will be entitled to liquidating distributions from the Trust Account with respect to such Public Shares if the Company fails to complete a Business Combination within the Combination Period. The underwriters agreed to waive their rights to the deferred underwriting commission (see Note 5) held in the Trust Account in the event the Company does not complete a Business Combination within in the Combination Period and, in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be only $10.00. In order to protect the amounts held in the Trust Account, the Sponsor agreed to be liable to the Company if and to the extent any claims by a third party (except for the Company’s independent registered public accounting firm) for services rendered or products sold to the Company, or a prospective target business with which the Company has entered into a letter of intent, confidentiality or other similar agreement or business combination agreement (a “Target”), reduce the amount of funds in the Trust Account to below the lesser of (i) $10.00 per Public Share and (ii) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account, if less than $10.00 per Public Share due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or Target that executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (except for the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.

The accompanying financial statements have been prepared assuming the Company will continue as a going concern, which contemplates, among other things, the realization of assets and satisfaction of liabilities in the normal course of business. As of~~September 30~~ March 31, 2022, ~~2021,~~ the Company had approximately ~~$0.9 million~~$233,000 in its operating bank account and working capital of approximately ~~$0.9 million.~~$323,000.

The Company’s liquidity needs to date have been satisfied through a contribution of $25,000 from Sponsor to cover for certain expenses in exchange for the issuance of the Founder Shares (as defined in Note 4), the loan of $300,000 from the Sponsor pursuant to the Note (as defined in Note 4), and the proceeds from the consummation of the Private Placement not held in the Trust Account. The Company repaid the Note in full on March 4, 2021. In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, provide the Company Working Capital Loans (as defined in Note 4). As of ~~September 30, 2021~~March 31, 2022 and December 31, ~~2020,~~2021, there were 0 amounts outstanding under any Working Capital Loan.

In connection with the Company’s assessment of going concern considerations in accordance with FASB Accounting Standards Update (“ASU”) 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management has determined that the ~~mandatory~~Company’s realization of its business plan is dependent, in part, on whether it is able to complete a Business Combination with a viable target prior to its scheduled liquidation date of September 2, 2022. The Company lacks the capital resources it needs to sustain operation through its scheduled liquidation date of September 2, 2022 and ~~subsequent dissolution raises~~there is uncertainty as to whether the Company will be in a position to fund any extensions of time needed to defer the liquidation date of the business should a business combination target be found. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after September 2, 2022. The financial statements do not include any adjustment that might be necessary if the Company is unable to continue as a going concern.

Management is currently evaluating the impact of the COVID-19 global pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations, and/or search for a target company, the specific impact is not readily determinable as of the date of these

condensed financial statements. The condensed financial statements do not include any adjustments that might result from the outcome of this uncertainty.

The accompanying unaudited condensed financial statements are presented in U.S. dollars in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X and pursuant to the rules and regulations of the ~~Securities and Exchange Commission (“SEC”)~~SEC. Accordingly, they do not include all of the information and footnotes required by GAAP ~~for complete financial statements.~~. In the opinion of management, the unaudited condensed financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of the balances and results for the periods presented. Operating results for the ~~period for the~~ three ~~and six months~~ ended ~~September 30, 2021~~March 31, 2022 are not necessarily indicative of the results that may be expected through December 31, ~~2021.~~2022.

The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2021, as filed with the SEC on April 14, 2022, which contains the audited financial statements and notes thereto. The financial information as of December 31, 2021, is derived from the audited financial statements presented in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021, as filed with the SEC on April 14, 2022.

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that an emerging growth company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s ~~unaudited~~ financial statements with another public company that is neither an emerging growth company nor an emerging growth company that has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Actual results could differ from those estimates.

Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times, may exceed the Federal Depository Insurance Corporation coverage limit of $250,000. As of ~~September 30, 2021~~March 31, 2022 and December 31, ~~2020,~~2021, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such accounts.

The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company had ~~$905,110 and $0 of~~0 cash equivalents as of ~~September 30, 2021 and~~March 31, 2022 or December 31, ~~2020, respectively.~~2021.

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC 820, “Fair Value Measurements and Disclosures,” approximates the carrying amounts represented in the condensed balance sheets.

Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include:

In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement.

The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC 815, “Derivatives and Hedging” (“ASC 815”). The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period.

The 13,800,000 warrants issued in connection with the Initial Public Offering (the “Public Warrants”) and the 7,820,000 Private Placement Warrants are recognized as derivative liabilities in accordance with ASC 815. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjust the instruments to fair value at each reporting period. The liabilities are subject to ~~re-measurement~~remeasurement at each balance sheet date until exercised. The initial fair value of the Public Warrants issued in connection with the Public Offering and the fair value of the Private Placement Warrants have been estimated using a Monte Carlo simulation model in a risk-neutral framework. Derivative warrant liabilities are classified as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities.

Offering costs consisted of legal, accounting, underwriting fees and other costs incurred through the Initial Public Offering that were directly related to the Initial Public Offering. Offering costs were allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs associated with derivative warrant liabilities were expensed as incurred and presented as non-operating expenses in the condensed statements of operations. Offering costs associated with the Class A common stock issued were charged against the carrying value of the Class A common stock subject to possible redemption upon the completion of the Initial Public Offering. The Company classifies deferred underwriting commissions as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities.

The Company accounts for its Class A common stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Class A common stock subject to mandatory redemption (if any) is classified as liability instruments and are measured at fair value. Conditionally redeemable Class A common stock (including Class A common stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, Class A common stock is classified as stockholders’ equity. The Company’s Class A common stock feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, as of ~~September~~ ~~30,~~March 31, 2022 and December 31, 2021, 27,600,000 shares of Class A common stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet. ~~There were 0 Class A shares issued or outstanding as of December 31, 2020.~~

The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of the Class A common stock subject to possible redemption to equal the redemption value at the end of each reporting period. Immediately upon the closing of the Initial Public Offering, the Company recognized the ~~accretion~~remeasurement from initial book value to redemption amount. The change in the carrying value of redeemable shares of Class A common stock resulted in charges against additional paid-in capital and accumulated deficit.

The Company follows the asset and liability method of accounting for income taxes under FASB ASC 740, “Income Taxes”. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that included the enactment date. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ~~As of September 30, 2021, and December 31, 2020, the Company had immaterial deferred tax assets with a full valuation allowance against them.~~

FASB ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. There were 0 unrecognized tax benefits as of ~~September 30, 2021~~March 31, 2022 or ~~December 31, 2020.~~2021. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. NaN amounts were accrued for the payment of interest and penalties as of ~~September 30, 2021~~March 31, 2022 and December 31, ~~2020.~~2021. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations by major taxing authorities since inception.

calculated by dividing the net income (loss) by the weighted average shares of common stock outstanding for the respective period.

The calculation of diluted net income (loss) does not consider the effect of the warrants underlying the Units sold in the Initial Public Offering (including the consummation of the ~~Over-allotment)~~Over-Allotment) and the ~~private placement warrants~~Private Placement Warrants to purchase an aggregate of 21,620,000 Class A common stock in the calculation of diluted income (loss) per share, because their inclusion would be anti-dilutive under the treasury stock method. As a result, diluted net income (loss) per share is the same as basic net income (loss) per share for the three ~~and nine~~ months ended ~~September~~ ~~30,~~March 31, 2022 and 2021. ~~Accretion~~ Remeasurement associated with the redeemable Class A common stock is excluded from earnings per share as the redemption value approximates fair value.

The Company has considered the effect of Class B common stock that were excluded from weighted average number as they were contingent on the exercise of over-allotment option by the underwriters. Since the contingency was satisfied, the Company included these shares in the weighted average number as of the beginning of the period to determine the dilutive impact of these shares, resulting in a greater number of Class B common stock being included in weighted average shares for the diluted calculation.

The table below presents a reconciliation of the numerator and denominator used to compute basic and diluted net ~~loss~~income (loss) per share ~~for each class~~ of common stock:

	For the Three Months Ended September 30, 2021				For the Nine Months Ended September 30, 2021				For The Three Months Ended March 31, 2022				For The Three Months Ended March 31, 2021
	Class A		Class B		Class A		Class B		Class A		Class B		Class A		Class B
Basic and diluted net income (loss) per common stock:
Numerator:
Allocation of net income (loss)	$	3,553,953	$	888,488	$	4,910,591	$	1,528,358	$	4,070,275	$	1,017,569	$	(497,959)	$	(340,994)

Denominator:
Basic and diluted weighted average common stock outstanding		27,600,000		6,900,000		21,534,066		6,702,198		27,600,000		6,900,000		9,200,000		6,300,000

Basic and diluted net income (loss) per common stock	$	0.13	$	0.13	$	0.23	$	0.23	$	0.15	$	0.15	$	(0.05)	$	(0.05)

In August 2020, the Financial Accounting Standards Board (“FASB”) issued ~~Accounting standards update (“ASU”)~~ASU 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity, which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. The ASU removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception and it also simplifies the diluted earnings per share calculation in certain areas. The ASU is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020 and adoption must be as of the beginning of ~~the Company’s~~our annual fiscal year. ~~The Company is~~We are currently evaluating the impact of this standard on its financial statements and related disclosures.

Management does not believe that any other recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying financial ~~statement.~~statements.

On March 2, 2021, the Company consummated its Initial Public Offering of 27,600,000 Units, including the exercise of the ~~underwriter's~~underwriter’s option to purchase 3,600,000 Over-Allotment Units, at $10.00 per Unit, generating gross proceeds of ~~$276.0 million,~~$276,000,000, and incurring offering costs of approximately ~~$16.1 million,~~$16,100,000, of which approximately ~~$9.7 million~~$9,700,000 was for deferred underwriting commissions.

Each Unit consists of one share of Class A common stock and one-half of one redeemable warrant (each, a “Public Warrant”). Each Public Warrant entitles the holder to purchase one share of Class A common stock at a price of $11.50 per share, subject to adjustment (see Note 6).

On August 4, 2020, the Sponsor purchased 8,625,000 shares of the Company’s Class B common stock, par value $0.0001 per share, (the “Founder Shares”) for an aggregate price of $25,000. On September 21, 2020, the Company effectuated a 2/3-for-1 reverse split of the Founder Shares, resulting in an aggregate of 5,750,000 Founder Shares. On February 25, 2021, the Company effectuated a 6-for-5 stock split of the Class B common stock, resulting in an aggregate of 6,900,000 shares of Class B common stock outstanding. The Initial Stockholders agreed to forfeit up to 900,000 Founder Shares to the extent that the over-allotment option was not exercised in full by the underwriters, so that the Founder Shares would represent 20.0% of the Company’s issued and outstanding shares after the Initial Public Offering. On March 2, 2021, the underwriter fully exercised its option to purchase additional Units; thus, these 900,000 Founder Shares were no longer subject to forfeiture.

The Initial Stockholders agreed, subject to limited exceptions, not to transfer, assign or sell any of the Founder Shares until the earlier to occur of: (A) one year after the completion of the initial Business Combination or (B) subsequent to the initial Business Combination, (x) if the last sale price of Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30‑trading day period commencing at least 150 days after the initial Business Combination, or (y) the date on which the Company completes a liquidation, merger, capital stock exchange or other similar transaction that results in all of the stockholders having the right to exchange their shares of common stock for cash, securities or other property. Any permitted transferees will be subject to the same restrictions and other agreements of the Initial Stockholders with respect to any Founder Shares.

Simultaneously with the closing of the Initial Public Offering, the Company consummated the Private Placement of 7,820,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrant to the Sponsor, generating proceeds of approximately ~~$7.8 million.~~$7,800,000.

Each Private Placement Warrant will be exercisable to purchase 1 share of Class A common stock at a price of $11.50 per share. A portion of the proceeds from the Private Placement Warrants was added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds of the sale of the Private Placement Warrants will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law), and the Private Placement Warrants will expire worthless. There will be no redemption rights or liquidating distributions from the Trust Account with respect to the Placement Warrants.

The purchasers of the Private Placement Warrants have committed, subject to limited exceptions, not to transfer, assign or sell any of their Private Placement Warrants (except to permitted transferees) until 30 days after the completion of the initial Business Combination.

On August 4, 2020, the Sponsor agreed to loan the Company an aggregate of up to $300,000 to cover expenses related to the Initial Public Offering pursuant to a promissory note, as amended on January 13, 2021, (the “Note”). This loan was non-interest bearing and due upon the completion of the Initial Public Offering. The Company borrowed $300,000 under the terms of the Note, and the loan balance was deducted against the net proceeds of the Private Placement.

In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). If the Company completes a Business Combination, the Company would repay the Working Capital Loans out of the proceeds of the Trust Account released to the Company. Otherwise, the Working Capital Loans would be repaid only out of funds held outside the Trust Account. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the

Working Capital Loans. The Working Capital Loans would either be repaid upon consummation of a Business Combination or, at the lenders’ discretion, up to ~~$1.5 million~~$1,500,000 of such Working Capital Loans may be convertible into warrants of the post Business Combination entity at a price of $1.00 per warrant. The warrants would be identical to the Private Placement Warrants. Except for the foregoing, the terms of such Working Capital Loans, if any, have not been determined and no written agreements exist with respect to such loans. As of ~~September 30, 2021~~March 31, 2022 and December 31, ~~2020,~~2021, the Company had 0 borrowings under the Working Capital Loans.

The holders of Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans (and any shares of common stock issuable upon the exercise of the Private Placement Warrants or warrants issued upon conversion of the Working Capital Loans and upon conversion of the Founder Shares) are entitled to registration rights pursuant to a registration rights agreement signed upon the consummation of the Initial Public Offering. These holders are entitled to certain demand and “piggyback” registration rights. The Company will bear the expenses incurred in connection with the filing of any such registration statements.

The Company granted the underwriters a 45-day option from the date of the final prospectus relating to the Initial Public Offering to purchase up to 3,600,000 additional Units to cover over-allotments, if any, at the Initial Public Offering price, less underwriting discounts and commissions. On March 2, 2021, the underwriters fully exercised their option to purchase additional Units.

The underwriters were entitled to an underwriting discount of $0.20 per Unit, or approximately ~~$5.5 million~~$5,500,000 in the aggregate, paid upon the closing of the Initial Public Offering. An additional fee of $0.35 per Unit, or approximately ~~$9.7 million~~$9,700,000 in the aggregate will be payable to the underwriters for deferred underwriting commissions. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that the Company completes a Business Combination, subject to the terms of the underwriting agreement. The deferred amount was considered as a long-term liability, as closing of a potential Business Combination within 12 months from the balance sheet date was not considered probable as of ~~September 30, 2021.~~March 31, 2022.

The Company’s Class A common stock feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of future events. The Company is authorized to issue 100,000,000 shares of Class A common stock with a par value of $0.0001 per share. Holder of the Company’s Class A common stock are entitled to one vote for each share. As of ~~September 30,~~March 31, 2022 and December 31, 2021, there were 27,600,000 shares of Class A common stock outstanding, all of which were subject to possible redemption. ~~There were 0 shares of Class A common stock issued or outstanding as of December 31, 2020.~~

~~As of September 30, 2021, Class A common stock subject to possible redemption reflected on the balance sheet is reconciled on the following table:~~

The Class A common stock subject to possible redemption reflected on the condensed balance sheets is reconciled on the following table:

Preferred Stock - The Company is authorized to issue 1,000,000 shares of preferred stock, par value $0.0001 per share, with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. As of ~~September 30, 2021~~March 31, 2022 and December 31, ~~2020,~~2021, there were 0 shares of preferred stock issued or outstanding.

Class A Common Stock - The Company is authorized to issue 100,000,000 shares of Class A common stock with a par value of $0.0001 per share. As of ~~September 30, 2021~~March 31, 2022 and December 31, ~~2020,~~2021, there were 27,600,000 and 0 shares of Class A common stock issued and outstanding, of which 27,600,000 shares were subject to possible redemption and are classified as temporary equity.

Class B Common Stock - The Company is authorized to issue 10,000,000 shares of Class B common stock with a par value of $0.0001 per share. On August 4, 2020, the Company issued 8,625,000 shares of Class B common stock. On September 21, 2020, the Company effectuated a 2/3-for-1 reverse split of the Class B common stock, resulting in an aggregate of 5,750,000 shares of Class B common stock. On February 25, 2021, the Company effectuated a 6-for-5 stock split of the Class B common stock, resulting in an aggregate of 6,900,000 shares of Class B common stock outstanding. Of the 6,900,000 shares of Class B common stock outstanding, up to 900,000 shares were subject to forfeiture, to the Company by the Initial Stockholders for no consideration to the extent that the underwriters’ over-allotment option was not exercised in full or in part, so that the Initial Stockholders would collectively own 20% of the Company’s issued and outstanding common stock after the Initial Public Offering. On March 2, 2021, the underwriter fully exercised its option to purchase additional Units; thus, these 900,000 shares of Class B common stock were no longer subject to forfeiture.

Holders of the Class A common stock and holders of the Class B common stock will vote together as a single class on all matters submitted to a vote of the stockholders, except as required by law. Each share of common stock will have 1 vote on all such matters.

The Class B common stock will automatically convert into Class A common stock at the time of the initial Business Combination on a one-for-one basis, subject to adjustment for stock splits, stock dividends, reorganizations, recapitalizations and the like, and subject to further adjustment as provided herein. In the case that additional shares of Class A common stock, or equity‑linked securities, are issued or deemed issued in excess of the amounts offered in the Initial Public Offering and related to the closing of the initial Business Combination, including pursuant to a specified future issuance, the ratio at which shares of Class B common stock shall convert into shares of Class A common stock will be adjusted (unless the holders of a majority of the outstanding shares of Class B common stock agree to waive such adjustment with respect to any such issuance or deemed issuance, including a specified future issuance) so that the number of shares of Class A common stock issuable upon conversion of all shares of Class B common stock will equal, in the aggregate, on an as‑converted basis, 20% of the sum of the total number of all shares of common stock outstanding upon the completion of the Initial Public Offering plus all shares of Class A common stock and equity‑linked securities issued or deemed issued in connection with the initial Business Combination (excluding any shares or equity‑linked securities issued, or to be issued, to any seller in a Business Combination). Holders of Founder Shares may also elect to convert their shares of Class B common stock into an equal number of shares of Class A common stock, subject to adjustment as provided above, at any time.

Public Warrants may only be exercised for a whole number of shares. NaN fractional Public Warrants will be issued upon separation of the Units and only whole Public Warrants will trade. The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination or (b) 12 months from the closing of the Initial Public ~~Offering ;~~Offering; provided in each case that the Company has an effective registration statement under the Securities Act covering the shares of Class A common stock issuable upon exercise of the Public Warrants and a current prospectus relating to them is available (or the Company permits holders to exercise their Public Warrants on a cashless basis and such cashless exercise is exempt from registration under the Securities Act). The Company agreed that as soon as practicable, but in no event later than 15 business days after the closing of the initial Business Combination, the Company will use its best efforts to file with the SEC and have an effective registration statement

covering the shares of Class A common stock issuable upon exercise of the warrants and to maintain a current prospectus relating to those shares of Class A common stock until the warrants expire or are redeemed. If a registration statement covering the Class A common stock issuable upon exercise of the warrants is not effective by the 60th business day after the closing of the initial Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company will have failed to maintain an effective registration statement, exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption. Notwithstanding the above, if the Company’s shares of Class A common stock are at the time of any exercise of a warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, it will not be required to file or maintain in effect a registration statement, and in the event the Company does not so elect, it will use its best efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available.

The warrants have an exercise price of $11.50 per share, subject to adjustments, and will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation. In addition, if (x) the Company issues additional shares of Class A common stock or equity-linked securities for capital raising purposes in connection with the closing of the initial Business Combination at an issue price or effective issue price of less than $9.20 per share of Class A common stock (with such issue price or effective issue price to be determined in good faith by the Board and, in the case of any such issuance to the Sponsor or its affiliates, without taking into account any Founder Shares held by the Sponsor or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”) and (y) the volume weighted average trading price of Class A common stock during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $10.00 and $18.00 per share redemption trigger prices described below under “Redemption of warrants when the price per share of Class A common stock exceeds or equals $10.00” and “Redemption of warrants for cash when the price per share of Class A common stock equals or exceeds $18.00” will be adjusted (to the nearest cent) to be equal to 100% and 180% of the higher of the Market Value and the Newly Issued Price, respectively.

The Private Placement Warrants are identical to the Public Warrants, except that the Private Placement Warrants and the shares of Class A common stock issuable upon exercise of the Private Placement Warrants will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain limited exceptions. Additionally, the Private Placement Warrants will be non-redeemable so long as they are held by the Sponsor or its permitted transferees. If the Private Placement Warrants are held by someone other than the Sponsor or its permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants.

Redemption of warrants for cash when the price per share of Class A common stock equals or exceeds $18.00:

Once the warrants become exercisable, the Company may call the outstanding warrants for redemption (except as described herein with respect to the Private Placement Warrants):

The Company will not redeem the warrants as described above unless a registration statement under the Securities Act covering the Class A common stock issuable upon exercise of the warrants is then effective and a current prospectus relating to those shares of Class A common stock is available throughout the 30-day redemption period.

Redemption of warrants when the price per share of Class A common stock equals or exceeds $10.00:

Commencing 90 days after the warrants become exercisable, the Company may redeem the outstanding warrants:

The “fair market value” of Class A common stock for the above purpose shall mean the average reported last sale price of Class A common stock for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of warrants.

In no event will the Company be required to net cash settle any warrant. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless.

The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis as of ~~September 30,~~March 31, 2022 and December 31, 2021 and indicates the fair value hierarchy of the valuation techniques that the Company utilized to determine such fair value.

							December 31, 2021
Description	Quoted Prices in Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Other Unobservable Inputs (Level 3)		Quoted Prices in Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Other Unobservable Inputs (Level 3)
Assets:
Investments held in Trust Account - U.S. Treasury securities							$	276,014,523	$	-	$	-

Liabilities:
Derivative warrant liabilities - Public warrants	$	7,590,000	$	-	$	-
Derivative warrant liabilities - Private placement warrants	$	-	$	4,301,000	$	-
Derivative warrant liabilities - Public Warrants							$	6,900,000	$	-	$	-
Derivative warrant liabilities - Private Placement Warrants							$	-	$	3,910,000	$	-

~~As of December 31, 2020, there were 0 assets or liabilities that are measured at fair value on a recurring basis.~~

Transfers to/from Levels 1, 2, and 3 are recognized at the beginning of the reporting period. The estimated fair value of the Public Warrants was transferred from a Level 3 measurement to a Level 1 measurement in April 2021, when the Public Warrants were separately listed and traded in an active market. The estimated fair value of the Private Placement Warrants was transferred from a Level 3 measurement to a Level 2 measurement in April 2021, as the key inputs to the valuation model became directly or indirectly observable from the Public Warrants listed price.

The initial estimated fair value of the Public Warrants was measured using a Monte Carlo simulation. The initial and subsequent fair value estimates of the Private Placement Warrants is measured using a Black-Scholes option pricing model. Beginning in April 2021, the estimated fair value of the Private Placement Warrants is based on the listed price in an active market for such warrants.

For the three ~~and nine~~ months ended ~~September 30,~~March 31, 2022 and 2021, the Company recognized a gain resulting from changes in the fair value of derivative warrant liabilities of approximately ~~$4.5 million~~$5,400,000 and ~~$7.6 million, respectively,~~$0, which is presented in the accompanying ~~unaudited condensed~~ statements of ~~operations.~~operations, respectively.

The initial estimated fair value of the Public Warrants, using a Monte Carlo simulation, and the Private Placement Warrants, Black-Scholes model, was determined using Level 3 inputs. Inherent in a Monte Carlo simulation and a Black-Scholes model are assumptions related to expected stock-price volatility, expected term, risk-free interest rate and dividend yield. The Company estimates the volatility of its warrants based on historical and implied volatility of select peer companies. The risk-free interest rate is based on the U.S. Treasury zero-coupon yield curve on the valuation date for a maturity commensurate with the expected remaining life of the warrants. The expected term of the warrants is assumed to be equivalent to their remaining contractual term. The dividend rate is based on the historical rate, which the Company anticipates remaining at 0.

~~The following table provides quantitative information regarding Level 3 fair value measurements inputs at the initial measurement date of March 2, 2021 for the warrants:~~

The change in the fair value of derivative liabilities, measured using Level 3 inputs, for the ~~period~~three months ended ~~September 30,~~March 31, 2021 is summarized as follows:

The Company has evaluated subsequent events and transactions that occurred up to the date ~~unaudited~~the condensed financial statements were ~~available to be~~ issued. Based upon this review, the Company ~~determined that there have been no~~did not identify any subsequent events that would have ~~occurred that would require adjustments to the disclosures~~required adjustment or disclosure in the ~~unaudited condensed~~ financial statements.

Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations.

References to the “Company,” “Warrior Technologies Acquisition Company,” “Warrior Technologies,” “our,” “us” or “we” refer to Warrior Technologies Acquisition Company. The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with the unaudited interim condensed financial statements and the notes thereto contained elsewhere in this report. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.

This Quarterly Report on Form 10-Q includes forward-looking statements within the meaning of Section 27A of the Securities Act, ~~of 1933, as amended,~~ and Section 21E of the Exchange Act. We have based these forward-looking statements on our current expectations and projections about future events. These forward-looking statements are subject to known and unknown risks, uncertainties and assumptions about us that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by such forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “may,” “should,” “could,” “would,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “continue,” or the negative of such terms or other similar expressions. Factors that might cause or contribute to such a discrepancy include, but are not limited to, those described in our other SEC filings.

We are a blank check company incorporated in Delaware on July 20, 2020. We were formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more ~~businesses (the “Business Combination”).~~businesses. We are an emerging growth company and, as such, we are subject to all of the risks associated with emerging growth companies.

Our ~~sponsor~~Sponsor is Warrior Technologies Sponsor, LLC, a Delaware limited liability ~~company (the “Sponsor”).~~company. The registration statement for our Initial Public Offering was declared effective on February 25, 2021. On March 2, 2021, we consummated our Initial Public Offering of 27,600,000 units, ~~(the “Units” and, with respect to the Class A common stock included in the Units being offered, the “Public Shares”),~~ including the exercise of the ~~underwriter's~~underwriters’ option to purchase 3,600,000 additional ~~Units (the “Over-Allotment Units”),~~units to cover over-allotments, at $10.00 per ~~Unit,~~unit, generating gross proceeds of ~~$276.0 million,~~$276,000,000, and incurring offering costs of approximately ~~$16.1 million,~~$16,100,000, of which approximately ~~$9.7 million~~$9,700,000 and approximately $149,000 was for deferred underwriting commissions and deferred legal fees respectively.

Simultaneously with the closing of ~~the~~our Initial Public Offering, we consummated the ~~private placement (“~~Private ~~Placement”)~~Placement of 7,820,000 ~~warrants (each, a “Private~~Private Placement ~~Warrant” and collectively, the “Private Placement Warrants”)~~Warrants at a price of $1.00 per Private Placement Warrant to the Sponsor, generating proceeds of approximately ~~$7.8 million.~~$7,800,000.

Upon the closing of ~~the~~our Initial Public Offering and the Private Placement, ~~$276.0 million~~$276,000,000 ($10.00 per ~~Unit)~~unit) of the net proceeds of the Initial Public Offering and certain of the proceeds of the Private Placement was placed in a ~~trust account (“~~Trust ~~Account”)~~Account located in the United States with Continental Stock Transfer & Trust Company acting as trustee, and invested only in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act having a maturity of 180 days or less or in money market funds meeting certain conditions under Rule 2a‑7 promulgated under the Investment Company Act, ~~of 1940, as amended (the “Investment Company Act”),~~ that invest only in direct U.S. government treasury obligations, as determined by us, until the earlier of: (i) the completion of a Business Combination ~~and~~or (ii) the distribution of the Trust Account as described below.

Our management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. There is no assurance that we will be able to complete a Business Combination successfully. We must complete one or more initial Business Combinations having an aggregate fair market value of at least 80% of the value of the funds held in the Trust Account (excluding the deferred underwriting commissions and taxes payable on the income earned on the Trust Account) at the time of the

agreement to enter into the initial Business Combination. However, we only intend to complete a Business Combination if the post-transaction company owns or acquires 50% or more of the voting securities of the target or

otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act.

If we are unable to complete a Business Combination ~~within 18 months from~~by the ~~closing of the Initial Public Offering, or September 2, 2022, (the “Combination Period”)~~Combination Period and our stockholders have not amended the Certificate of Incorporation to extend such Combination Period, we will ~~(1)~~(i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to us to pay our franchise and income taxes as well as expenses relating to the administration of the Trust Account (less up to $100,000 of interest released to us to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish Public Stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the remaining stockholders and the Board, dissolve and liquidate, subject in each case to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law.

The accompanying financial statements have been prepared assuming the Company will continue as a going concern, which contemplates, among other things, the realization of assets and satisfaction of liabilities in the normal course of business. As of ~~September 30, 2021,~~March 31, 2022, we had approximately ~~$0.9 million~~$233,000 in its operating bank account and working capital of approximately ~~$0.9 million.~~

The Company’s liquidity needs to date have been satisfied through a contribution of $25,000 from Sponsor to cover for certain expenses in exchange for the issuance of the Founder Shares (as defined in Note 4), the loan of $300,000 from the Sponsor pursuant to the Note (as defined in Note 4), and the proceeds from the consummation of the Private Placement not held in the Trust Account. The Company repaid the Note in full on March 4, 2021. In addition, in order to finance transaction costs in connection with a Business Combination, the Sponsor or an affiliate of the Sponsor, or certain of the Company’s officers and directors may, but are not obligated to, provide the Company Working Capital ~~Loans (as defined in Note 4).~~Loans. As of ~~September 30, 2021~~March 31, 2022 and December 31, ~~2020,~~2021, there were no amounts outstanding under any Working Capital Loan.

In connection with the Company’s assessment of going concern considerations in accordance with ~~FASB Accounting Standards Update (“ASU”)~~ASU 2014-15, “Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management has determined that the lack of sufficient capital resources combined with mandatory liquidation and subsequent dissolution raises substantial doubt about the Company’s ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after September 2, 2022. The financial statements do not include any adjustment that might be necessary if the Company is unable to continue as a going concern.

Management continues to evaluate the impact of the COVID-19 pandemic on the industry and has concluded that while it is reasonably possible that the virus could have a negative effect on our financial position, results of our operations and/or search for a target company, the specific impact is not readily determinable as of the date of the financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Our entire activity since inception up to ~~September 30, 2021~~March 31, 2022 was in preparation for our formation and the Initial Public Offering, and since such offering, our activity has been limited to the search for a prospective initial Business Combination, and we will not be generating any operating revenues until the closing and completion of our initial Business Combination.

For the three months ended ~~September 30, 2021,~~March 31, 2022, we had net income of approximately ~~$4.4 million,~~$5,100,000, which consisted of approximately ~~$53,000 general and administrative expenses, $50,000~~$5,400,000 in ~~franchise tax expenses, and approximately~~ ~~$4.5 million~~ non-operating gain resulting from the change in fair value of derivative warrant liabilities, and ~~$5,000~~approximately $3,000 from income held in the Trust ~~Account.~~Account, offset by $269,000 general and administrative expenses, and $51,000 in franchise tax expenses.

For the ~~nine~~three months ended ~~September 30,~~March 31, 2021, we had net ~~income~~loss of approximately ~~$6.4 million,~~$839,000, which consisted of approximately ~~$247,000~~$49,000 general and administrative expenses, $744,000 offering costs associated with derivative warrant liabilities and approximately ~~$146,000~~$46,000 in franchise tax ~~expenses, and approximately~~ ~~$7.6 million non-operating gain resulting from the change in fair value of derivative warrant liabilities and $8,000 from investments held in the Trust Account~~.expenses.

The holders of Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Working Capital Loans (and any shares of common stock issuable upon the exercise of the ~~Private Placement Warrants~~private placement warrants or warrants issued upon conversion of the Working Capital Loans and upon conversion of the Founder Shares) are entitled to registration rights pursuant to a registration rights agreement signed upon the consummation of the Initial Public Offering. These holders are entitled to certain demand and “piggyback” registration rights. We will bear the expenses incurred in connection with the filing of any such registration statements.

We granted the underwriters a 45-day option from the date of the final prospectus relating to the Initial Public Offering to purchase up to 3,600,000 additional ~~Units~~units to cover over-allotments, if any, at the Initial Public Offering price, less underwriting discounts and commissions. On March 2, 2021, the underwriters fully exercised their option to purchase additional ~~Units.~~units.

The underwriters were entitled to an underwriting discount of $0.20 per ~~Unit,~~unit, or approximately ~~$5.5 million~~$5,500,000 in the aggregate, paid upon the closing of the Initial Public Offering. An additional fee of $0.35 per ~~Unit,~~unit, or approximately ~~$9.7 million~~$9,700,000 in the aggregate will be payable to the underwriters for deferred underwriting commissions. The deferred fee will become payable to the underwriters from the amounts held in the Trust Account solely in the event that we complete a Business Combination, subject to the terms of the underwriting agreement. The deferred amount was considered as a long-term liability, as closing of a potential Business Combination within 12 months from the balance sheet date was not considered probable as of ~~September 30, 2021.~~March 31, 2022.

The Company does not use derivative instruments to hedge exposures to cash flow, market, or foreign currency risks. The Company evaluates all of its financial instruments, including issued stock purchase warrants, to determine if such instruments are derivatives or contain features that qualify as embedded derivatives, pursuant to ASC 480 and ASC ~~815, “Derivatives and Hedging” (“ASC 815”).~~815. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting period.

The 13,800,000 ~~warrants~~Public Warrants issued in connection with the Initial Public Offering ~~(the “Public Warrants”)~~ and the 7,820,000 Private Placement Warrants are recognized as derivative liabilities in accordance with ASC 815. Accordingly, the Company recognizes the warrant instruments as liabilities at fair value and adjust the instruments to fair value at each reporting period. The liabilities are subject to ~~re-measurement~~remeasurement at each balance sheet date until exercised. The initial fair value of the Public Warrants issued in connection with the Initial Public Offering and the fair value of the Private Placement Warrants have been estimated using a Monte Carlo simulation model in a risk-neutral framework. Derivative warrant liabilities are classified as non-current liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities.

The Company accounts for its Class A ~~common stock~~Common Stock subject to possible redemption in accordance with the guidance in ASC Topic 480 “Distinguishing Liabilities from Equity.” Class A ~~common stock~~Common Stock subject to mandatory redemption (if any) is classified as liability instruments and are measured at fair value. Conditionally redeemable Class A ~~common stock~~Common Stock (including Class A ~~common stock~~Common Stock that features redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, Class A ~~common stock~~Common Stock is classified as stockholders’ equity. The Company’s Class A ~~common stock~~Common Stock feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, as of March 31, 2022 and December 31, 2021, 27,600,000 shares of Class A ~~common stock~~Common Stock subject to possible redemption is presented at redemption value as temporary equity, outside of the stockholders’ equity section of the Company’s balance sheet. ~~There were no Class A shares issued or outstanding as of December 31, 2020.~~

We recognize changes in redemption value immediately as they occur and adjusts the carrying value of the Class A common stock subject to possible redemption to equal the redemption value at the end of each reporting period. Immediately upon the closing of the Initial Public Offering, the Company recognized the ~~accretion~~remeasurement from initial book value to redemption amount. The change in the carrying value of redeemable shares of Class A ~~common stock~~Common Stock resulted in charges against additional paid-in capital and accumulated deficit.

Net ~~income (loss)~~Income (Loss) per ~~share~~Share of ~~common stock~~Common Stock

The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” The Company has two classes of shares, which are referred to as Class A ~~common stock~~Common Stock and Class B ~~common stock.~~Common Stock. Income and losses are shared pro rata between the two classes of shares. Net income (loss) per common share is calculated by dividing the net income (loss) by the weighted average shares of common stock outstanding for the respective period.

The calculation of diluted net income (loss) does not consider the effect of the warrants underlying the ~~Units~~units sold in the Initial Public Offering (including the consummation of the ~~Over-allotment)~~over-allotment) and the ~~private placement warrants~~Private Placement Warrants to purchase an aggregate of 21,620,000 Class A ~~common stock~~Common Stock in the calculation of diluted income (loss) per share, because their inclusion would be anti-dilutive under the treasury stock method. As a result, diluted net income (loss) per share is the same as basic net income (loss) per share for the three months ended ~~September 30,~~March 31, 2022 and 2021. ~~Accretion~~Remeasurement associated with the redeemable Class A ~~common stock~~Common Stock is excluded from earnings per share as the redemption value approximates fair value.

We have considered the effect of Class B common stock that were excluded from weighted average number as they were contingent on the exercise of over-allotment option by the underwriters. Since the contingency was satisfied, we included these shares in the weighted average number as of the beginning of the interim period to determine the dilutive impact of these shares.

In August 2020, the Financial Accounting Standards Board (“FASB”) issued ~~Accounting standards update (“ASU”)~~ASU 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity, which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. The ASU removes certain settlement conditions that are required for equity contracts to qualify for the derivative scope exception and it also simplifies the diluted earnings per share calculation in certain areas. The ASU is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020 and adoption must be as of the beginning of our annual fiscal year. We are currently evaluating the impact of this standard on its financial statements and related disclosures.

Management does not believe that any other recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying ~~unaudited condensed~~ financial statements.

As of ~~September 30, 2021,~~March 31, 2022, we did not have any off-balance sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation S-K.

The ~~Jumpstart Our Business Startups~~JOBS Act ~~of 2012 (the “JOBS Act”)~~ contains provisions that, among other things, relax certain reporting requirements for qualifying public companies. We qualify as an “emerging growth company” and under the JOBS Act are allowed to comply with new or revised accounting pronouncements based on the effective date for private (not publicly traded) companies. We are electing to delay the adoption of new or revised accounting standards, and as a result, we may not comply with new or revised accounting standards on the relevant dates on which adoption of such standards is required for non-emerging growth companies. As a result, the financial statements may not be comparable to companies that comply with new or revised accounting pronouncements as of public company effective dates.

Additionally, we are in the process of evaluating the benefits of relying on the other reduced reporting requirements provided by the JOBS Act. Subject to certain conditions set forth in the JOBS Act, if, as an “emerging growth company,” we choose to rely on such exemptions we may not be required to, among other things, (i) provide an auditor’s attestation report on our system of internal controls over financial reporting pursuant to Section 404, (ii) provide all of the compensation disclosure that may be required of non-emerging growth public companies under the Dodd-Frank Wall Street Reform and Consumer Protection Act, (iii) comply with any requirement that may be adopted by the PCAOB regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements (auditor discussion and analysis) and (iv) disclose certain executive compensation related items such as the correlation between executive compensation and performance and comparisons of the CEO’s compensation to median employee compensation. These exemptions will apply for a period of five years following the completion of our Initial Public Offering or until we are no longer an “emerging growth company,” whichever is earlier.

We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information otherwise required under this item. As of ~~September 30, 2021,~~March 31, 2022, we were not subject to any significant market or interest rate risk. The net proceeds of the Initial Public Offering, including amounts in the Trust Account, were invested in U.S. government securities with a maturity of 185 days or less or in money market funds that meet certain conditions under Rule 2a-7 under the Investment Company Act, ~~of 1940, as amended,~~ that invest only in direct U.S. government treasury obligations. Due to the short-term nature of these investments, we believe there will be no associated material exposure to interest rate risk.

We have not engaged in any hedging activities since our inception and we do not expect to engage in any hedging activities with respect to the market or interest rate risk to which we are exposed.

Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of the effectiveness of our disclosure controls and procedures as of the end of the fiscal quarter ended ~~September 30, 2021,~~March 31, 2022, as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act. Based on this evaluation, our principal executive officer and principal financial officer has concluded that during the period covered by this report, our disclosure controls and procedures were not effective as of ~~September 30, 2021,~~March 31, 2022, because of a material weakness in our internal control over financial reporting. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis. Specifically, the Company’s management has concluded that our control around the interpretation and accounting for certain complex features of the Class A common stock and warrants issued by the Company was not effectively designed or maintained. This material weakness resulted in the

restatement of the Company’s balance sheet as of March 2, 2021. Additionally, this material weakness could result in a misstatement of the warrant liability, Class A common stock and related accounts and disclosures that would result in a material misstatement of the financial statements that would not be prevented or detected on a timely basis.

Disclosure controls and procedures are designed to ensure that information required to be disclosed by us in our Exchange Act reports is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

There was no change in our internal control over financial reporting that occurred during the fiscal quarter ended ~~September 30, 2021~~March 31, 2022 covered by this Quarterly Report on Form 10-Q that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting except for the below:

The Chief Executive Officer and Chief Financial Officer performed additional accounting and financial analyses and other post-closing procedures including consulting with subject matter experts related to the accounting for certain complex features of the Class A common stock and warrants. The Company’s management has expended, and will continue to expend, a substantial amount of effort and resources for the remediation and improvement of our internal control over financial reporting. While we have processes to properly identify and evaluate the appropriate accounting technical pronouncements and other literature for all significant or unusual transactions, we have expanded and will continue to improve these processes to ensure that the nuances of such transactions are effectively evaluated in the context of the increasingly complex accounting standards.

As of the date of this Quarterly Report on Form 10-Q, there have been no material changes to the risk factors disclosed in our ~~final prospectus filed~~Annual Report on Form 10-K files with the SEC on ~~March 1, 2021, except for the below risk factor.~~April 14, 2022. We may disclose changes to such factors or disclose additional factors from time to time in our future filings with the SEC.

~~Our warrants are accounted for as liabilities~~Changes in laws or regulations, or a failure to comply with any laws and ~~the changes in value of~~regulations, may adversely affect our ~~warrants could have a material effect on~~business, including our ~~financial results~~ability to negotiate and ~~thus may have an adverse effect on the market price of~~complete our ~~securities.~~

On April 12, 2021, the staff of the SEC (the “SEC Staff”) issued a public statement entitled “Staff Statement on Accounting and Reporting Considerations for Warrants issued by Special Purpose Acquisition Companies (“SPACs”) (the “SEC Staff Statement”). In the SEC Staff Statement, the SEC Staff expressed its view that certain terms and conditions common to SPAC warrants may require the warrants to be classified as liabilities on the SPAC’s balance sheet as opposed to equity. As a result of the SEC Staff Statement, we reevaluated the accounting treatment of our 13,800,000 Public Warrants and 7,820,000 Private Placement Warrants, and determined to classify the warrants as derivative liabilities measured at fair value, with changes in fair value each period reported in earnings.

As a result, included on our condensed balance sheets as of March 31, 2021 contained elsewhere in this Quarterly Report are derivative liabilities related to embedded features contained within our warrants. ASC 815, Derivatives and Hedging, provides for the remeasurement of the fair value of such derivatives at each balance sheet date, with a resulting non-cash gain or loss related to the change in the fair value being recognized in earnings in the statement of operations. As a result of the recurring fair value measurement, our financial statementsinitial business combination, and results of operations may fluctuate quarterly based on factors that are outside of our control. Due to the recurring fair value measurement, we expect that we will recognize non-cash gains or losses on our warrants each reporting period and that the amount of such gains or losses could be material. The impact of changes in fair value on earnings may have an adverse effect on the market price of our securities.operations.

We ~~have identified a material weakness in our internal control over financial reporting as~~are subject to laws and regulations enacted by national, regional and local governments. In particular, we will be required to comply with certain SEC and other legal requirements. Compliance with, and monitoring of, ~~March 31, 2021. If we are unable~~applicable laws and regulations may be difficult, time consuming and costly. Those laws and regulations and their interpretation and application may also change from time to ~~develop~~time and ~~maintain an effective system of internal control over financial reporting, we may not be able to accurately report our financial results in a timely manner, which may result in~~those changes could have a material adverse effect on our ~~ability to consummate an initial~~ business, ~~combination.~~

~~Following the issuance~~investments and results of ~~the SEC Staff Statement, after consultation with our independent registered public accounting firm, management identified~~operations. In addition, a material weakness in our internal control over financial reporting related to the accounting for the warrants issued in connection with our Initial Public Offering. Our internal control over financial reporting did not result in the proper accounting classification of the warrants, which, due to its impact on our financial statements, we determined to be a material weakness.

A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis. Effective internal controls are necessary for us to provide reliable financial reports and prevent fraud. Any failure to ~~maintain internal control over our financial reporting could adversely impact our ability to report our financial position~~comply with applicable laws or regulations, as interpreted and results from operations on a timely and accurate basis, which could delay or disrupt our efforts to consummate an initial business combination. If our financial statements are not filed on a timely basis, we may also be subject to sanctions or investigations by the stock exchange on which our securities are listed, the SEC or other regulatory authorities. In either case, there could result a material adverse effect on our ability to consummate an initial business combination. We have expanded and improved our review process for complex securities and related accounting standards and continue to evaluate other steps to remediate the material weakness.

In addition, as a result of such material weakness, the change in accounting for our warrants, and other matters raised or that may in the future be raised by the SEC, we face potential for litigation or other disputes which may include, among others, claims invoking the federal and state securities laws, contractual claims or other claims arising from the material weakness in our internal control over financial reporting and the preparation of our financial statements. As of the date of this report, we have no knowledge of any such litigation or dispute. However, we can provide no assurance that such litigation or dispute will not arise in the future. Any such litigation or dispute, whether successful or not,applied, could have a material adverse effect on our business, ~~results of operations and financial condition or~~including our ability to negotiate and complete ~~a Business Combination.~~our initial business combination, and results of operations.

~~The securities~~On March 30, 2022, the SEC issued proposed rules that would, among other items, impose additional disclosure requirements in initialpublic offerings by SPACs and business combinationtransactions involving SPACs and private operating companies; amend the financial statement requirements applicable to business combination transactions involving such companies; update and expand guidance regarding the general use of projections in SEC filings, as well as when projections are disclosed in connection with proposed business combination transactions; increase the potential liability of certain participants in proposed business combinationtransactions; and impact the extent to which ~~we invest the funds held in the trust account~~SPACs could ~~bear a negative rate of interest, which could reduce the value of the assets held in trust such that the per-share redemption amount received by public stockholders may be less than $10.00 per share.~~

The proceeds held in the trust account will be invested only in U.S. government treasury obligations with a maturity of 185 days or less or in money market funds meeting certain conditions under Rule 2a-7become subject to regulation under the Investment Company Act ~~which invest only in direct U.S. government treasury obligations. While short-term U.S. government treasury obligations currently yield a positive rate~~ of interest, they have briefly yielded negative interest rates in recent years. Central banks in Europe and Japan pursued interest rates below zero in recent years, and the Open Market Committee of the Federal Reserve has not ruled out the possibility that it may1940. These rules, if adopted, whether in the ~~future adopt similar policies~~form proposed or in ~~the United States. In the event that we are unable~~revised form, may materially adversely affect our business, including our ability to negotiate and complete our initial business combination ~~or make certain amendments to our amended~~ and ~~restated memorandum~~may increase the costs and articles of association, our public stockholders are entitled to receive their pro-rata share of the proceeds held in the trust account, plus any interest income, net of income taxes paid or payable (less, in the case we are unable to complete our initial business combination, $100,000 of interest to pay dissolution expenses). Negative interest rates could reduce the value of the assets held in trust such that the per-share redemption amount received by public stockholders may be less than $10.00 per share.time related thereto.

Simultaneously with the closing of the Initial Public Offering, we consummated the ~~private placement (“~~Private ~~Placement”)~~Placement of 7,820,000 ~~warrants (each, a “Private~~Private Placement ~~Warrant” and collectively, the “Private Placement Warrants”)~~Warrants at a price of $1.00 per Private Placement Warrant to the Sponsor, generating proceeds of approximately ~~$7.8 million.~~$7,800,000.

In connection with the Initial Public Offering, our ~~sponsor~~Sponsor had agreed to loan us an aggregate of up to $300,000 pursuant to the Note. This loan was non-interest bearing and payable on the consummation of the Initial Public Offering. On ~~September 30, 2021,~~March 31, 2022, there were no loans outstanding.

Of the gross proceeds received from the Initial Public Offering and the full exercise of the option to purchase additional Units, $276,000,000 was placed in the Trust Account. The net proceeds of the Initial Public Offering and certain proceeds from the Private Placement are invested in U.S. government treasury bills with a maturity of 185 days or less and in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations.

We paid a total of approximately ~~$5.5 million~~$5,500,000 in underwriting discounts and commissions related to the Initial Public Offering. In addition, the underwriters agreed to defer ~~$9.7 million~~$9,700,000 in underwriting discounts and commissions.

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.

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, $0.0001 par value, and one-half of one redeemable warrant	WARR.U	NYSE
Class A common stock included as part of the units	WARR	NYSE
Redeemable warrants included as part of the units	WARR.WS	NYSE

		Page
PART I. FINANCIAL INFORMATION

Item 1.	Condensed Financial Statements	1

	Condensed Balance Sheets as of ~~September 30, 2021~~March 31, 2022 (Unaudited) and December 31, ~~2020~~2021	1

	Condensed Statements of Operations for the Three ~~and Nine~~ Months Ended ~~September 30,~~March 31, 2022 and 2021 (Unaudited)	2

	Condensed Statements of Changes in Stockholders’ Deficit for the Three ~~and Nine~~ Months ended ~~September 30,~~March 31, 2022 and 2021 (Unaudited)	3

	Condensed Statements of Cash Flows for the ~~Nine~~Three Months Ended ~~September 30,~~March 31, 2022 and 2021 (Unaudited)	4

	Notes to Unaudited Condensed Financial Statements	5

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	1920

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	2324

Item 4.	Controls and Procedures	2324

PART II. OTHER INFORMATION

Item 1.	Legal Proceedings	2526

Item 1A.	Risk Factors	2526

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds from Registered Securities	26

Item 3.	Defaults Upon Senior Securities	2627

Item 4.	Mine Safety Disclosures	2627

Item 5.	Other Information	2627

Item 6.	Exhibits	27

Gross proceeds from Initial Public Offering	$	276,000,000
Less:
Fair value of Public Warrants at issuance		(12,420,000	)
Offering costs allocated to Class A common stock subject to possible redemption		(15,317,658	)
Plus:
Accretion on Class A common stock subject to possible redemption amount		27,737,658
Class A common stock subject to possible redemption	$	276,000,000

Gross proceeds from Initial Public Offering	$	276,000,000
Less:
Fair value of Public Warrants at issuance		(12,420,000	)
Offering costs allocated to Class A common stock subject to possible redemption		(15,317,658	)
Plus:
Remeasurement on Class A common stock subject to possible redemption amount		27,737,658
Class A common stock subject to possible redemption	$	276,000,000

	Initial Fair Value
Exercise price	$	11.50
Stock price	$	9.55
Volatility		15.0	%
Term (years)		6.1
Risk-free rate		0.89	%
Dividend yield		0.00	%


☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Large accelerated filer	☐	Accelerated filer	☐

Non-accelerated filer	☒	Smaller reporting company	☒

Emerging growth company	☒

	March 31, 2022
Description	Quoted Prices in Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Other Unobservable Inputs (Level 3)
Assets:
Investments held in Trust Account - U.S. Treasury securities	$	276,017,338	$	-	$	-

Liabilities:
Derivative warrant liabilities - Public Warrants	$	3,450,000	$	-	$	-
Derivative warrant liabilities - Private Placement Warrants	$	-	$	1,955,000	$	-

~~Derivative warrant liabilities at March 2, 2021~~	$	-
~~Issuance of Public and Private Warrants~~		~~19,458,000~~
~~Change in fair value of derivative warrant liabilities~~		-
~~Derivative warrant liabilities at March 31, 2021~~		~~19,458,000~~
~~Transfer of Public Warrants to Level 1~~		~~(12,420,000~~	)
~~Transfer of Private Placement Warrants to Level 2~~		~~(7,038,000~~	)
~~Derivative warrant liabilities at June 30, 2021~~		-
~~Derivative warrant liabilities at September 30, 2021~~	$	-

Derivative warrant liabilities at January 1, 2021	$	-
Issuance of Public and Private Warrants		19,458,000
Change in fair value of derivative warrant liabilities		-
Derivative warrant liabilities at March 31, 2021	$	19,458,000

Exhibit Number		Description
31.1*		Certification of Chief Executive Officer and Chief Financial Officer (Principal Executive Officer and Principal Financial and Accounting Officer) Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1*		Certification of Chief Executive Officer and Chief Financial Officer (Principal Executive Officer and Principal Financial and Accounting Officer) Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS		Inline XBRL Instance Document
101.SCH		Inline XBRL Taxonomy Extension Schema Document
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document
104		Cover Page Interactive Data File (as formatted as Inline XBRL and contained in Exhibit 101).


*	These certifications are furnished to the SEC pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall they be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing.

Dated: ~~November 24, 2021~~May 16, 2022	WARRIOR TECHNOLOGIES ACQUISITION COMPANY

	By:	/s/ H.H. “Tripp” Wommack III
	Name:	H.H. “Tripp” Wommack III
	Title:	Chief Executive Officer