As Filed with the U.S. Securities and Exchange Commission on February 25, 2021
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S‑1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Warrior Technologies Acquisition Company
(Exact name of registrant as specified in its charter)
Delaware | 6770 | 85-2180589 |
Warrior Technologies Acquisition Company
400 W. Illinois, Suite 1120
Midland, Texas 79701
(432) 818-0498
(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)
H.H. “Tripp” Wommack III
Chief Executive Officer
Warrior Technologies Acquisition Company
400 W. Illinois, Suite 1120
Midland, Texas 79701
(432) 818-0498
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent For Service)
Copies to:
Ryan J. Maierson |
| Douglas S. Ellenoff, Esq. Stuart Neuhauser, Esq. Richard Baumann, Esq. 1345 Avenue of the Americas New York, New York 10105 (212) 370-1300 |
Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement.
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box. ☐
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☒ (File No. 333-252792)
If this Form is a post‑effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post‑effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non‑accelerated filer, a 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.
Large accelerated filer | ☐ | Accelerated filer | ☐ |
Non‑accelerated filer | ☒ | Smaller reporting company | ☒ |
|
| Emerging growth company | ☒ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☒
CALCULATION OF REGISTRATION FEE
Title of Each Class of Security Being Registered |
| Amount Being Registered |
|
| Proposed Maximum Offering Price per Security(1) |
|
| Proposed Maximum Aggregate Offering Price(1) |
|
| Amount of Registration Fee |
| ||||
Units, each consisting of one share of Class A common stock, $0.0001 par value, and one-half of one warrant(2) |
| 4,600,000 Units |
|
| $ | 10.00 |
|
| $ | 46,000,000 |
|
| $ | 5,019 |
|
|
Shares of Class A common stock included as part of the units(3) |
| 4,600,000 Shares |
|
|
| — |
|
|
| — |
|
|
| — |
| (4) |
Warrants included as part of the units(3) |
| 2,300,000 Warrants |
|
|
| — |
|
|
| — |
|
|
| — |
| (4) |
Total |
|
|
|
|
|
|
|
| $ | 46,000,000 |
|
| $ | 5,019 |
|
|
(1) | Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(a) under the Securities Act. |
(2) | Includes 600,000 units, consisting of 600,000 shares of Class A common stock and 300,000 warrants, which may be issued upon exercise of a 45-day option granted to the underwriters to cover over-allotments, if any. |
(3) | Pursuant to Rule 416(a), there are also being registered an indeterminable number of additional securities as may be offered or issued to prevent dilution resulting from stock splits, stock dividends or similar transactions. |
(4) | No fee pursuant to Rule 457(g) under the Securities Act. |
(5) | The Registrant previously registered securities having a proposed maximum aggregate offering price of $230,000,000 on its Registration Statement on Form S-1, as amended (File No. 333- 252792), which was declared effective by the Securities and Exchange Commission on February 25, 2021. In accordance with Rule 462(b) under the Securities Act, an additional number of securities having a proposed maximum offering price of $46,000,000 is hereby registered, which includes securities issuable upon the exercise of the underwriters’ over-allotment option. |
This Registration Statement shall become effective upon filing with the Securities and Exchange Commission in accordance with Rule 462(b) promulgated under the Securities Act.
II‑2
EXPLANATORY NOTE AND INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
This Registration Statement on Form S-1 is being filed with respect to the registration of 4,600,000 additional units of Warrior Technologies Acquisition Company (the “Registrant”), each consisting of one share of Class A common stock and one-half of one redeemable warrant, pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and General Instruction V of Form S-1, including 600,000 units that may be purchased by the underwriters to cover over-allotments, if any. Each whole warrant entitles the holder thereof to purchase one share of Class A common stock at a price of $11.50 per share, subject to certain adjustments, and only whole warrants are exercisable. Pursuant to Rule 462(b), the Registrant hereby incorporates by reference into this Registration Statement on Form S-1 in its entirety the Registration Statement on Form S-1 (File No. 333-252792) declared effective on February 25, 2021 by the Securities and Exchange Commission, including all exhibits thereto.
The required opinion and consents are listed in Part II, Item 16 of this Registration Statement and filed herewith.
II‑3
PART II
Information Not Required in Prospectus
Item 16. Exhibits and Financial Statement Schedules.
The following documents are filed as exhibits to this Registration Statement, and all other exhibits previously filed as exhibits to the Registrant’s Registration Statement on Form S-1, as amended (File No. 333-252792), are incorporated by reference into, and shall be deemed to be a part of, this filing.
Exhibit No. |
| Description |
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5.1 |
| |
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23.1 |
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23.2 |
| |
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24.1 |
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* | Previously filed on the signature page to the Registrant’s Registration Statement on Form S-1, as amended (File No. 333-252792) filed with the Securities and Exchange Commission on February 5, 2021 and incorporated by reference herein. |
II‑4
Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Midland, State of Texas, on the 25th day of February 2021.
| WARRIOR TECHNOLOGIES ACQUISITION COMPANY | ||
|
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| By: |
| /s/ H.H. “Tripp” Wommack III |
|
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| H.H. “Tripp” Wommack III |
|
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| Chairman, President, Chief Executive Officer and Chief Financial Officer |
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.
Name |
| Position |
| Date |
/s/ H.H. “Tripp” Wommack III |
|
|
| February 25, 2021 |
H.H. “Tripp” Wommack III |
| Chairman, President, Chief Executive Officer and Chief Financial Officer (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer) |
|
|
/s/ Todd A. Overbergen |
|
|
| February 25, 2021 |
Todd A. Overbergen |
| Director
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/s/ James P. Benson |
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| February 25, 2021 |
James P. Benson |
| Director
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/s/ Marcus C. “Marc” Rowland |
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| February 25, 2021 |
Marcus C. “Marc” Rowland |
| Director |
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|
II‑5
