Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
On April 12, 2021, the Acting Director of the Division of Corporation Finance
and Acting Chief Accountant of the Securities Exchange Commission (the "SEC")
together issued a statement regarding the accounting and reporting
considerations for warrants issued by special purpose acquisition companies
entitled "Staff Statement on Accounting and Reporting Considerations for
Warrants Issued by Special Purpose Acquisition Companies" (the "SEC Statement").
Specifically, the SEC Statement focused on certain settlement terms and
provisions related to certain tender offers following a business combination,
which terms are similar to those contained in the warrant agreement governing
the Warrior Technology Acquisition Company's (the "Company") warrants.
As previously disclosed in the Form 12b-25 filed on May 18, 2021 by the Company
with the SEC, as a result of the SEC Statement, the Company reevaluated the
accounting treatment of (i) the redeemable warrants that were included in the
units issued by the Company in its initial public offering and (ii) the
redeemable warrants that were issued in a private placement (collectively, the
"Warrants"). Management of the Company concluded that the Warrants should be
reclassified as derivative liabilities. The Company is reviewing the impacts of
the SEC Statement on the Company's unaudited financial statements for the
quarterly period ended March 31, 2021. As a result of the foregoing, as well as
the time and dedication of resources needed to prepare its Quarterly Report on
Form 10-Q for the fiscal quarter ended March 31, 2021 (the "Form 10-Q"), the
Company was unable to file the Form 10-Q by the required due date of May 17,
2021.
In connection with the foregoing, on May 25, 2021, the Company received a notice
(the "Notice") from the New York Stock Exchange (the "NYSE") stating that the
Company is not in compliance with NYSE continued listing requirements under the
timely filing criteria established in Section 802.01E of the NYSE Listed Company
Manual (the "Rule") as a result of its failure to timely file the Form 10-Q with
the SEC. The Rule requires listed companies to timely file all required periodic
financial reports with the SEC.
Under NYSE, the Company has six months from the due date of the Form 10-Q, or
until November 17, 2021, to regain compliance. The Company is working diligently
to complete and file the Form 10-Q as soon as reasonably practicable with the
intention of regaining compliance.
The Notice has no immediate effect on the listing or trading of the Company's
securities. However, if the Company fails to timely regain compliance with the
Rule, the Company's securities will be subject to delisting from the NYSE.
As required by NYSE rules, on June 1, 2021, the Company issued a press release
regarding the matters described in this Item 3.01. A copy of the press release
is included as Exhibit 99.1 to this Current Report and incorporated herein by
reference.
Item 9.01Financial Statements and Exhibits.
(d)Exhibits
Exhibit No. Description of Exhibits
99.1 Press Release dated June 1, 2021
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