UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): April 1422, 2009

Victory Acquisition Corp.

(Exact Name of Registrant as Specified in Charter)

Delaware

001-33419

20-8218483

(State or Other Jurisdiction

of Incorporation)

(Commission File Number)

(IRS Employer

Identification No.)


970 West Broadway, PMB 402, Jackson, Wyoming		83001
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s Telephone Number, Including Area Code: (307) 734-2645

N/A

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

x	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e4(c))

VICTORY ACQUISTION CORP. (“VICTORY”) IS HOLDING PRESENTATIONS FOR CERTAIN OF ITS STOCKHOLDERS, ~~AS WELL AS OTHER PERSONS WHO MIGHT BE INTERESTED IN PURCHASING VICTORY SECURITIES,~~ REGARDING ITS ACQUISITION OF TOUCHTUNES CORPORATION (“TOUCHTUNES”), AS DESCRIBED IN THE CURRENT REPORT ON FORM 8-K OF VICTORY DATED MARCH 23, 2009, AS AMENDED. SUCH CURRENT REPORT AND THIS CURRENT REPORT ON FORM 8-K, INCLUDING SOME OR ALL OF THE EXHIBITS ATTACHED THERETO AND HERETO, WILL BE DISTRIBUTED TO PARTICIPANTS AT SUCH PRESENTATIONS.

~~CITIGROUP~~STOCKHOLDERS ~~GLOBAL~~OF ~~MARKETS,~~VICTORY ~~INC.~~AND ~~(“CITIGROUP”),~~OTHER ~~THE~~INTERESTED ~~MANAGING~~PERSONS ~~UNDERWRITER~~ARE ADVISED OFTO READ VICTORY’S ~~INITIAL~~DEFINITIVE ~~PUBLIC~~PROXY ~~OFFERING~~STATEMENT/PROSPECTUS ~~(“IPO”) CONSUMMATED~~ IN ~~APRIL~~CONNECTION ~~2007, IS~~WITH ~~ASSISTING~~ VICTORY’S INSOLICITATION ~~THESE~~OF ~~EFFORTS~~PROXIES ~~WITHOUT~~FOR ~~CHARGE,~~THE ~~OTHER~~SPECIAL ~~THAN~~MEETING ~~THE~~BECAUSE ~~REIMBURSEMENT~~THIS OFPROXY ~~ITS~~STATEMENT/PROSPECTUS ~~OUT-OF-POCKET~~CONTAINS ~~EXPENSES~~IMPORTANT INFORMATION. ~~ADDITIONALLY,~~SUCH ~~THE~~PERSONS ~~UNDERWRITERS~~CAN ~~DEFERRED~~ALSO ~~$10,560,000~~READ VICTORY’S OFFINAL ~~THE~~PROSPECTUS, ~~COMMISSIONS~~DATED ~~OWED~~APRIL TO24, ~~THEM~~2007, ISSUED IN CONNECTION WITH ~~THE~~VICTORY’S ~~IPO~~INITIAL ~~UNTIL~~PUBLIC ~~THE~~OFFERING ~~CLOSING~~FOR A DESCRIPTION OF ~~VICTORY’S~~ ~~BUSINESS~~THE ~~COMBINATION.~~SECURITY HOLDINGS OF THE VICTORY OFFICERS AND ~~ITS~~ DIRECTORS AND ~~EXECUTIVE~~OF ~~OFFICERS~~CITIGROUP AND ~~CITIGROUP~~THEIR ~~MAY~~RESPECTIVE BEINTERESTS IN ~~DEEMED~~THE TOSUCCESSFUL BECONSUMMATION ~~PARTICIPANTS~~OF INTHIS BUSINESS COMBINATION. THE ~~SOLICITATION~~DEFINITIVE PROXY STATEMENT/PROSPECTUS WAS MAILED TO VICTORY STOCKHOLDERS AS OF ~~PROXIES~~APRIL 7, 2009, THE RECORD DATE ESTABLISHED FOR VOTING ON THE ~~SPECIAL~~ACQUISITION. ~~MEETING~~STOCKHOLDERS WILL ALSO BE ABLE TO OBTAIN A COPY OF ~~VICTORY~~THE ~~STOCKHOLDERS~~DEFINITIVE PROXY STATEMENT/PROSPECTUS, WITHOUT CHARGE, BY DIRECTING A REQUEST TO: VICTORY ACQUISTION CORP., 970 WEST BROADWAY, PMB 402, JACKSON, WYOMING 83001. THE DEFINITIVE PROXY STATEMENT/PROSPECTUS CAN ALSO BE ~~HELD~~OBTAINED, WITHOUT TOCHARGE, ~~APPROVE~~AT THE ~~MERGER~~SECURITIES AND EXCHANGE COMMISSION’S INTERNET SITE (HTTP://WWW. SEC.GOV).

~~STOCKHOLDERS~~Item OF VICTORY AND OTHER INTERESTED PERSONS ARE ADVISED TO READ VICTORY’S DEFINITIVE PROXY STATEMENT/PROSPECTUS IN CONNECTION WITH VICTORY’S SOLICITATION OF PROXIES FOR THE SPECIAL MEETING BECAUSE THIS PROXY STATEMENT/PROSPECTUS WILL CONTAIN IMPORTANT INFORMATION8. SUCH PERSONS CAN ALSO READ VICTORY’S FINAL PROSPECTUS, DATED APRIL 24, 2007, FOR A DESCRIPTION OF THE SECURITY HOLDINGS OF THE VICTORY OFFICERS AND DIRECTORS AND OF CITIGROUP AND THEIR RESPECTIVE INTERESTS IN THE SUCCESSFUL CONSUMMATION OF THIS BUSINESS COMBINATION01. ~~THE~~Other ~~DEFINITIVE PROXY STATEMENT/PROSPECTUS WILL BE MAILED TO VICTORY STOCKHOLDERS AS OF APRIL 7, 2009, THE RECORD DATE TO VOTE ON THE ACQUISITION~~Events. STOCKHOLDERS WILL ALSO BE ABLE TO OBTAIN A COPY OF THE DEFINITIVE PROXY STATEMENT/PROSPECTUS, WITHOUT CHARGE, BY DIRECTING A REQUEST TO: VICTORY ACQUISTION CORP., 970 WEST BROADWAY, PMB 402, JACKSON, WYOMING 83001. THE DEFINITIVE PROXY STATEMENT/PROSPECTUS CAN ALSO BE OBTAINED, WITHOUT CHARGE, AT THE SECURITIES AND EXCHANGE COMMISSION’S INTERNET SITE (HTTP://WWW.SEC.GOV).

~~ITEM~~As 3previously disclosed, Victory Acquisition Corp.~~01.~~ ~~NOTICE~~(“Victory”) OFand ~~DELISTING~~TouchTunes ORCorporation ~~FAILURE~~(“TouchTunes”) TOhave ~~SATISFY~~entered Ainto ~~CONTINUED~~a ~~LISTING~~merger ~~RULE~~agreement ORpursuant ~~STANDARD;~~to ~~TRANSFER~~which OFTouchTunes ~~LISTING~~will become a wholly-owned subsidiary of Victory following approval of the merger by Victory’s stockholders (the “Merger”).

On April 1422, 2009, Victory ~~Acquisition~~issued ~~Corp.~~a ~~(“Victory”)~~press ~~provided~~release ~~written~~announcing ~~notice to NYSE Amex that Victory expects to voluntarily cease~~certain ~~the~~information ~~trading~~relating ~~on the NYSE Amex of its common stock, par value $.0001 per share (“Common Stock”), warrants, each~~ to ~~purchase one share of Common Stock at an exercise price of $7.50 (“Warrants”), and units, each consisting of one share of Common Stock and one Warrant (“Units,” and together with~~ the ~~Common~~Merger ~~Stock~~ and the Warrants, the “Securities”), effective on or about April 23, 2009, and intends to transfer the listing of the Securities to the NASDAQ Stock Market to commence trading on or about April 24, 2009 in connection with Victory’s ~~proposed~~special ~~business~~meeting ~~combination~~of ~~with TouchTunes Corporation (“TouchTunes”) described below~~stockholders. ~~Victory’s~~A ~~Securities~~copy ~~have~~of ~~been approved for listing on The NASDAQ Global Market, and~~ the ~~Common~~press ~~Stock,~~release ~~Warrants~~for ~~and~~such ~~Units~~announcement ~~will~~is ~~trade~~attached ~~under~~to ~~the~~this ~~stock~~Report ~~symbols~~as ~~TTUN,~~Exhibit ~~TTUNW and TTUNU, respectively~~99.1.

AThe ~~copy~~information ofin ~~Victory’s~~this ~~press~~Current ~~release~~Report is ~~attached~~being ~~hereto~~furnished asand ~~Exhibit~~shall 99not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that Section.1 ~~and~~The isinformation ~~incorporated~~in ~~herein~~this Current Report shall not be incorporated by reference into any registration statement pursuant to the Securities Act of 1933.

~~ITEM~~Item 89.01. ~~OTHER~~Financial ~~EVENTS~~Statements and Exhibits.

On April 14, 2009, Victory also announced that its Registration Statement on Form S-4, containing a definitive proxy statement/prospectus, relating to its proposed business combination with TouchTunes was declared effective by the Securities and Exchange Commission. Victory’s special meeting of stockholders will be held on April 23, 2009 at 10:00 a.m. eastern time, at the offices of Graubard Miller, Victory’s counsel, at The Chrysler Building, 405 Lexington Avenue, 19th Floor, New York, New York 10174. Stockholders of record as of April 7, 2009 will be invited to attend the special meeting and vote on, among other matters, a proposal to approve the Agreement and Plan of Reorganization, dated as of March 23, 2009, among Victory, VAC Merger Sub, Inc. (“Merger Sub”), Victory’s wholly-owned subsidiary, TouchTunes and VantagePoint CDP Partners, L.P., a significant stockholder of TouchTunes, which, among other things, provides for the merger of Merger Sub with and into TouchTunes, with TouchTunes surviving as a wholly-owned subsidiary of Victory.

A copy of the Company’s press release is attached hereto as Exhibit 99.2 and is incorporated herein by reference.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

(d)

Exhibits:

Exhibit No.		Description
Exhibit		Description
99.1		Press release, dated April 1422, 2009.
99.2		Press release dated April 14, 2009.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: April 1422, 2009


VICTORY ACQUISITION CORP.

By:		/s/ Jonathan J. Ledecky
		Jonathan J. Ledecky
		President

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